Manrique v. Mann puts ASP Isotopes' board under scrutiny for alleged misleading proxy statements. Alleges Misleading 2024 Proxy Statements
In a derivative complaint filed on July 1, 2026, John Manrique, a shareholder of ASP Isotopes, Inc. (ASPI), accuses the company's executives of engaging in securities fraud and breaching their fiduciary duties. These allegations center on allegedly misleading proxy statements and other public disclosures related to ASPI's uranium enrichment technology and financial prospects. According to the complaint, these statements induced shareholders to make investment decisions based on inaccurate portrayals of ASPI's capabilities and business operations.
The legal action claims that despite assertions of advanced nuclear technology, ASPI had not successfully demonstrated its supposed uranium enrichment capabilities. The complaint further alleges that this misrepresentation led to financial loss for the company and its shareholders. The complaint demands that the court recognize the action as a valid derivative suit while also seeking damages and corporate governance reforms, including removing certain corporate officers and directors.
Among other claims, the derivative complaint accuses ASPI's board of gross mismanagement, waste of corporate assets, and unjust enrichment. The complaint highlights that despite claims of nuclear technology readiness, ASPI had not successfully enriched uranium or demonstrated any practical application of its technology, leading to financial harm. These allegations have not been proven in court, and the defendants have yet to respond formally to the claims.
Alleged Scheme: Technology Misrepresentations
The complaint alleges that ASP Isotopes, Inc. ("ASPI") made materially false and misleading statements regarding the readiness and capabilities of its quantum enrichment technology. According to the filing, ASPI claimed that its technology could produce high-assay low-enriched uranium (HALEU), yet it was never tested on uranium. A former employee stated that ASPI’s laser technology was only theoretical or planned as of January 2024 (Compl. ¶51).
ASPI is accused of these claims in investor presentations, including one in September 2024, which touted its uranium enrichment technology's commercial readiness. The complaint highlights that the presentation described the company’s technology as "proven" and capable of producing HALEU, emphasizing advantages such as lower costs and significant uranium supply potential (Compl. ¶62, ¶63, ¶65, ¶66, ¶67). However, the lawsuit contends these statements lack a reasonable basis given ASPI's lack of real-world uranium enrichment experience.
Despite revising its investor presentation in November 2024, ASPI allegedly continued to make misleading claims. The revised presentation purportedly still contained assertions about the company’s uranium enrichment capabilities and market readiness, leading the complaint to characterize these actions as part of a scheme to mislead investors and inflate ASPI’s market value.
Alleged Scheme: Financial Misrepresentations
The complaint highlights allegations of financial misrepresentations in the company's 2024 Proxy Statement, particularly concerning governance and risk oversight. It argues these statements obscured the actual financial health and oversight capabilities of the company, misleading investors about compliance with best practices in corporate governance (Compl. ¶88).
The complaint further contends that ASPI faces significant financial instability, affecting its ability to secure favorable funding. ASPI admitted that revenue from isotopes is non-existent; the company's limited revenue primarily stemmed from other ventures, such as PET Labs, raising questions about operation sustainability (Compl. ¶32, ¶33).
The complaint also cites valuation concerns, with a former executive suggesting ASPI's market capitalization of $500 million was overvalued (Compl. ¶102). Such valuations could have led to investor misconceptions about the company's market positioning and future prospects.
Alleged Scheme: Self-Dealing and Corporate Waste
The complaint highlights significant discrepancies between executive compensation and the company’s financial performance, asserting that CEO Paul Mann received a total compensation of $4,767,309 in 2024, in addition to holding shares valued at approximately $81,569,487. Furthermore, directors received $70,000 in cash fees and $304,032 in stock awards in 2024, which the complaint argues questions the board's commitment to shareholder interests given the absence of revenue generation from its core business.
The complaint also scrutinizes ASPI's $2 million investment to acquire a 51% stake in PET Labs, suggesting it constitutes corporate waste considering the unverified status of their technology. This decision is suggested to have occurred without sufficient due diligence.
The complaint accuses the board of failing to act in shareholders' best interests, authorizing extravagant expenditure without benefit to ASPI, thus constituting waste. It argues these expenses did not promote business enhancements and shifted focus away from valid opportunities.
Claims: Exchange Act Violations
The complaint alleges violations of Section 14(a) of the Securities Exchange Act and Rule 14a-9 by director defendants. These provisions require proxy statements to be free of misleading statements, and it is alleged that the 2024 Proxy Statement contained misrepresentations.
The complaint also references a separate securities class action against ASP Isotopes, Leone v. ASP Isotopes, No. 1:24-cv-09253 (Compl. ¶129).
Claims: Breach of Fiduciary Duty and Other Alleged Misconduct
The complaint asserts that the individual defendants, as current and former executives and directors of ASPI, breached their fiduciary duty by not acting in the company's best interest. It claims they engaged in gross mismanagement, allowing false statements and failing to correct inaccuracies.
The filing accuses defendants of waste of corporate assets and unjust enrichment, allegedly authorizing spending without benefit to ASPI and receiving substantial compensation amidst improper conduct.
Parties and Their Roles
John Manrique, a shareholder, brings the suit on behalf of ASP Isotopes to address alleged fiduciary duty breaches and other violations by executives and board members. Paul E. Mann, CEO, and several directors, including Michael Gorley, Duncan Moore, Robert Ryan, and Todd Wider, are named as defendants.
RedChip Companies Inc. is involved as a promoter, paid $12,500 monthly.
Relief Sought and Procedural Posture
The plaintiff requests the court to recognize the action as a derivative suit, excusing the demand requirement, and seeks damages, governance reforms, and compensation disgorgement from ASPI's executives. This stage sees allegations unproven, awaiting defendants' responses.
David Brunk is a civil litigation attorney. He can be contacted at david@newmanbrunk.com.
From the Complaint Public Court Record
UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK JOHN MANRIQUE, Derivatively on Behalf of ASP ISOTOPES, INC., Case No.: Plaintiff, PAUL E. MANN, MICHAEL GORLEY, DUNCAN MOORE, PHD, ROBERT RYAN, HENDRIK STRYDOM, PHD, and TODD WIDER, MD, JURY TRIAL DEMANDED Defendants, and ASP ISOTOPES, INC., Nominal Defendant. VERIFIED SHAREHOLDER DERIVATIVE COMPLAINT Plaintiff John Manrique (“Plaintiff”), by and through his undersigned counsel, derivatively on behalf of ASP Isotopes, Inc. (“ASPI,” “ASP Isotopes,” or the “Company”), submits this Verified Shareholder Derivative Complaint (the “Complaint”). Plaintiff’s allegations are based upon his personal knowledge as to himself and his own acts, and upon information and belief, developed from the investigation and analysis by Plaintiff’s counsel, including a review of publicly available information, including filings by the Company with the U.S. Securities and Exchange Commission (“SEC”), press releases, news reports, analyst reports, investor conference transcripts, publicly available filings in lawsuits, and matters of public record. In addition, one of the grounds for Plaintiff’s allegations is its review of books and records produced by ASP Isotopes Inc., all of which are incorporated by reference in this Complaint. Plaintiff believes that substantial
2 evidentiary support will exist for the allegations set forth herein after a reasonable opportunity for discovery. NATURE OF THE ACTION 1. This is a shareholder derivative action brought in the right, and for the benefit, of the Company against certain of its officers and directors seeking to remedy the Individual Defendants’ (defined below) violations of state and federal law that have caused substantial harm to the Company. JURISDICTION 2. This Court has subject-matter jurisdiction over this action pursuant to 28 U.S.C. § 1331 as Plaintiff’s claims raise a federal question under Section 14(a) of the Exchange Ac
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