ASP Isotopes and ENDRA to Merge, Raising $50 Million
ASP Isotopes (ASPI) and ENDRA Life Sciences (NDRA) announced that ASP Isotopes' wholly-owned subsidiary, Noble Africa LLC, an intermediate holding company for Renergen Limited ("Renergen"), will merge with a subsidiary of ENDRA, with Noble Africa continuing as the surviving entity. Upon completion of the Proposed Transactions, the combined company plans to operate under the name Noble Africa Inc. and will apply to trade on The Nasdaq Stock Market LLC under the ticker symbol "NOBA."In connection with the Proposed Transactions, Noble Africa has entered into subscription agreements with certain accredited investors, qualified institutional buyers and non U.S.-persons securing commitments for a private placement into Noble Africa that is expected to result in total gross proceeds of approximately $50M, including approximately $20M from ASP Isotopes, as the lead investor, and approximately $30M from other investors, including $750,000 from certain directors and management of ASP Isotopes. The private placement financing is expected to close immediately prior to completion of the Proposed Merger. Under the terms of the merger agreement, as of the closing of the Proposed Transactions, ASP Isotopes is expected to own approximately 89% of the combined company, the pre-closing ENDRA stockholders are expected to own approximately 3% of the combined company, and investors in the private placement financing are expected to own approximately 7% of the combined company. The Proposed Transactions have received approvals by the Board of Directors of both ASP Isotopes and ENDRA and are expected to close in the third or fourth quarter of 2026, subject to the effectiveness of a registration statement to be filed with the U.S. SEC to register the securities to be issued in connection with the Proposed Transactions, approval by the stockholders of ENDRA and the satisfaction of other customary closing conditions. The combined company plans to operate under the name Noble Africa Inc. and will initially be led by Paul E. Mann, Chief Executive Officer of Renergen and Chief Executive Officer and Executive Chairman of ASP Isotopes, and Nick Mitchell, Chief Operating Officer of Renergen and Co-Chief Operating Officer of ASP Isotopes. The combined company's Board of Directors will consist of six directors selected by ASP Isotopes, including the Chief Executive Officer of the combined company, four non-executive directors designated by ASP Isotopes and one non-executive director designated by ENDRA.
