ENDRA files S-4 registration for ASP Isotopes merger

ENDRA Life Sciences Inc. filed a Registration Statement on Form S-4 with the Securities and Exchange Commission on October 2, 2026, providing detailed information regarding Renergen Limited as part of a previously announced merger with ASP Isotopes Inc. (NASDAQ: ASPI). The filing serves as the formal disclosure document for the transaction, which remains subject to the satisfaction or waiver of specific conditions outlined in the Merger Agreement.

The proposed deal was initially structured through an Agreement and Plan of Merger signed on June 25, 2026. The agreement involves ENDRA, Noble Africa LLC, Renergen, ASP Isotopes, and Kruger Merger Sub LLC. Under the terms, Kruger Merger Sub, a wholly-owned subsidiary of ENDRA, will merge with and into Noble Africa, a direct wholly-owned subsidiary of ASP Isotopes. Noble Africa is designated to survive the merger as a direct wholly-owned subsidiary of ENDRA.

ASP Isotopes is a Delaware corporation headquartered in Dallas, Texas. The company is currently registered as an emerging growth company and has not elected to use the extended transition period for complying with new or revised financial accounting standards. The common stock, which carries a par value of $0.01, trades on The Nasdaq Stock Market LLC under the symbol ASPI.

The S-4 filing includes forward-looking statements based on current expectations and management beliefs. These statements address the structure, timing, and completion of the proposed merger, as well as the anticipated effects and opportunities of the combined entity. Key areas of uncertainty cited include the ability to obtain timely approval from ENDRA stockholders and the completion of proposed financings.

Financial projections within the registration statement reference expected debt funding from the U.S. International Development Finance Corporation or Standard Bank SA. The company also outlines expectations regarding the future operations of Renergen’s Virginia Gas Project and its associated funding timeline. Management notes that there can be no assurance that future developments will match those anticipated, as actual results may differ materially due to risks such as delays in obtaining favorable debt financing or potential failures in meeting closing conditions.

The information contained in this Item 7.01 disclosure is incorporated by reference from the Registration Statement. It is not deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, nor is it subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933. Subsequent amendments to the Registration Statement and additional filings related to the proposed merger may be made by ENDRA and will be available on the SEC's website.