FISN · Deep Fission, Inc. Common Stock

Deep Fission, Inc. is a pre-commercial nuclear technology startup pioneering a radical departure from conventional reactor siting: deploying small modular reactors (SMRs) in deep vertical boreholes nearly one mile underground. The Gravity Reactor leverages established pressurized water reactor (PWR) technology but reimagines containment, cooling, and shielding by using geological formations and hydrostatic pressure instead of massive above-ground structures. This architecture aims to reduce capital and operating costs while enhancing safety and security — positioning the company at the intersection of AI-driven energy demand, nuclear innovation, and infrastructure resilience. However, the technology remains entirely unproven in operation; the company has not generated any revenue, has no commercial customers, and has yet to construct or operate even a prototype reactor. Its entire value proposition rests on successful execution of a three-phase deployment plan — beginning with proof-of-concept wells, progressing to a DOE-authorized pilot reactor, and culminating in NRC-licensed commercial facilities — all subject to unprecedented technical, regulatory, and financing hurdles.

Financially, Deep Fission exhibits the profile of a high-burn, early-stage venture. It reported a $61.0 million net loss for 2025, more than ten times its 2024 loss, driven by aggressive R&D and administrative expansion. With only $23.7 million in cash as of year-end 2025, and recurring negative operating cash flow, the company explicitly states it lacks sufficient liquidity to operate for the next twelve months without additional capital. Its recent $76 million net raise from the February 2026 private placement provides runway but does not resolve structural challenges: the company has restated multiple years of financials due to material accounting errors, and its audit committee has identified material weaknesses in internal controls over financial reporting — raising serious questions about governance reliability and financial transparency. These issues are compounded by the absence of audited financials for periods after the restatement, limiting investor visibility into current performance.

The offering itself is a resale registration for shares sold in the 2026 private placement and associated warrants — meaning Deep Fission receives no proceeds from the resale of these shares. The only potential inflow is up to $1.9 million if placement agents fully exercise their warrants for cash. This structure underscores the company’s reliance on private capital rather than public market access. Its path to viability hinges on two parallel, high-risk regulatory tracks: securing DOE authorization under an Other Transaction Agreement (OTA) for pilot testing and obtaining full NRC licensing for commercial operation — a process for which no precedent exists. Failure in either track would stall or terminate the business model. Meanwhile, strategic partnerships with Blue Owl and Endeavour signal market interest in its data-center-focused value proposition, but these LOIs and MOUs are non-binding and contain no commitments to purchase electricity, finance projects, or deploy reactors. Ultimately, Deep Fission represents a high-risk, high-potential bet on a novel nuclear deployment paradigm — one whose success depends less on near-term financial metrics and more on solving profound engineering challenges, navigating uncharted regulatory terrain, and attracting billions in follow-on capital before generating a single kilowatt-hour of revenue.