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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
October 20, 2026
Deep Fission, Inc.
(Exact name of registrant as specified in its charter)
| Delaware |
000-56407 |
87-4265302 |
(State or other jurisdiction
of incorporation) |
(Commission File Number) |
(IRS Employer
Identification No.) |
|
2001 Addison Street, Unit 300
Berkeley, California
(Address of principal executive offices) |
94704
(Zip Code) |
Registrant’s
telephone number, including area code: (707) 400-0778
N/A
(Former Name or Former Address, if Changed Since
Last Report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading
Symbol(s) |
|
Name of each exchange on which registered |
| Common Stock, par value $0.0001 per share |
|
FISN |
|
The Nasdaq Global Market |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act.
Item 7.01 – Regulation FD Disclosure
Press Release
On October 20, 2026, Deep Fission, Inc. (the “Company”)
issued a press release announcing that it had entered into a Master Energy Purchase Agreement (the “Agreement”) with the Great
Plains Development Authority relating to a planned commercial nuclear power project at the Great Plains Industrial Park in Parsons, Kansas.
The Agreement is subject to regulatory approvals and other conditions to commercial operation, and electricity purchases will depend on
actual tenant demand, with no minimum purchase obligation. A copy of the press release is furnished as Exhibit 99.1 to this Current Report
on Form 8-K (this “Current Report”) and is incorporated herein by reference.
Investor Presentation
On October 20, 2026, the Company held an investor update call. A copy
of the presentation used in connection with the call is furnished as Exhibit 99.2 to this Current Report and is incorporated herein by
reference.
The information in this Item 7.01, including Exhibits 99.1 and 99.2,
is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), or incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange
Act, except as expressly provided by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits
| Exhibit No. |
|
Description |
| |
|
|
| 99.1 |
|
Press Release dated October 20, 2026 |
| |
|
|
| 99.2 |
|
Investor Presentation dated October 20, 2026 |
| |
|
|
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
DEEP FISSION, INC. |
| |
|
| Date: October 20, 2026 |
/s/ JON GORDON |
| |
Jon Gordon |
| |
General Counsel & Secretary |
Exhibit 99.1
Deep Fission
Signs Binding 25-Year Master Energy Purchase Agreement for Planned Commercial Project
Agreement with
Great Plains Development Authority covers an initial phase of up to 150 MW, targeted for September 2028 and up to 2GW by 2031
Management to
host business update call today, October 20th, at 11:00 a.m. ET
PARSONS, Kan. – October 20,
2026 – Deep Fission, Inc. (Nasdaq: FISN) today announced a Master Energy Purchase Agreement with the Great Plains Development
Authority (GPDA), a quasi-municipal entity that owns the Great Plains Industrial Park in Parsons, Kansas. It converts the parties’
December 2025 letter of intent into a definitive contract for a commercial project at the site of Deep Fission’s Department of
Energy (DOE) pilot. The agreement binds Deep Fission to pursue the project and to supply power once licensed and operating, subject to
the agreement’s terms and conditions. Under the agreement GPDA will purchase electricity generated and made available by Deep Fission
to satisfy the electricity requirements of industrial park tenants, up to the contracted capacity, with no minimum purchase obligation.
The agreement also permits GPDA to assign its purchase obligations to qualifying tenants.
The initial phase is anticipated to
be 150 MW with a target date of commercial operation on September 30, 2028, and grow through later phases to a total of 2,000 MW pending
further demand growth.
“This agreement turns a shared
vision into a binding commitment,” said Liz Muller, CEO and Co-Founder of Deep Fission. “Our approach is to bring firm power
directly to where it’s needed. Great Plains has been with us since we broke ground, and we’re proud to take this next step
together as we deliver reliable, clean, 24/7 power, with our Gravity reactor.”
The Great Plains Industrial Park covers
more than 14,000 acres in Labette County on the site of a former U.S. Army ammunition plant, with existing rail access, utilities and
space for large industrial users. Deep Fission held a groundbreaking ceremony at the park in December 2025 on its pilot reactor under
the U.S. Department of Energy (DOE) Reactor Pilot Program.
“Dependable, affordable power
is what draws employers to Southeast Kansas, and it’s what the companies we’re talking to are asking for,” said Brad
Reams, Park Director, Great Plains Development Authority. “Deep Fission’s Gravity reactor is designed to provide firm, carbon-free
electricity right here at the park, and this agreement gives us a long-term energy plan to offer.”
Deep Fission's Gravity™ Nuclear
Reactor is a pressurized water reactor that runs on standard low-enriched uranium fuel. Placing it approximately one mile underground
is designed to allow the surrounding water column and rock to provide pressure control, cooling and shielding, potentially reducing the
need for much of the surface infrastructure that conventional nuclear plants require.
Deep Fission management will discuss
the Agreement on its previously announced business update call on today Tuesday, October 20, 2026, at 11:00 a.m. ET. U.S. toll free:
1-877-425-9470. International: 1-201-389-0878. A live webcast will be available in the Investor Relations section of the Company's website
at https://www.deepfission.com/investors.
About Deep Fission
Deep Fission is developing technology
that places a small modular pressurized water reactor in a borehole approximately one mile underground. The Company's Gravity™
Nuclear Reactor approach combines established pressurized water reactor technology with a novel underground deployment model designed
to simplify construction, enhance safety, and support scalable commercial deployment. Deep Fission is focused on delivering reliable,
low-carbon baseload power to meet growing electricity demand from utilities, industrial customers, and data centers. The Company is currently
advancing the development of its first reactor project in Parsons, Kansas, and was selected for the U.S. Department of Energy's Reactor
Pilot Program.
About the Great Plains Development
Authority
Great Plains Industrial Park provides
large-scale, flexible environments located directly on the Union Pacific main line designed to support advanced industry, testing, and
innovation. With significant room for expansion and a focus on next-generation infrastructure, Great Plains is emerging as a premier
destination for enterprises shaping the future of industry and technology.
Forward-Looking Statements
This press release contains forward-looking
statements within the meaning of the federal securities laws. Forward-looking statements include, but are not limited to, statements
regarding Deep Fission’s business strategy, technology development plans, potential commercial deployments, expected regulatory
activities, planned project milestones, potential commercialization, potential revenue recognition, and the timing, feasibility, scalability,
safety, and performance of the Company’s technology. These statements include the anticipated development, capacity, commercial
operation date, expansion and performance of the Kansas project, the timing and volume of electricity purchases under the GPDA agreement,
and the potential realization of revenues from that agreement. These statements are based on current expectations and assumptions and
are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied.
Important factors that may cause actual
results to differ materially include, among others, risks related to the Company’s early stage of development; the Company’s
ability to negotiate and enter into definitive commercial agreements; technical, engineering, drilling, construction, regulatory, licensing,
financing, supply chain, and deployment risks; the Company’s ability to obtain required approvals from the NRC, DOE, and other
governmental authorities; market adoption of the Company’s technology; and the other risks described under “Risk Factors”
and “Cautionary Note Regarding Forward-Looking Statements” in Deep Fission’s filings with the Securities and Exchange
Commission. Important factors may also include the absence of minimum electricity purchase obligations under the GPDA agreement; dependence
on electricity demand from tenants at the Great Plains Industrial Park; the ability to satisfy the conditions to commercial operation,
including NRC licensing, Kansas regulatory approvals and required delivery arrangements; and the possibility that the project may be
delayed, reduced in scope or not completed.
Forward-looking statements speak only
as of the date of this press release. Deep Fission undertakes no obligation to update any forward-looking statements, except as required
by law.
Media Contact Gabriella Velez
media@deepfission.com
Investor Relations Contact Jen
Stakich, IR@deepfission.com, (858) 794-9500
Elevate IR, (720) 330-2829, IR@deepfission.com
Exhibit
99.2
| 
| 1
DeepFission.com
October 2026
Nasdaq: FISN
Business Update |
| 
| This presentation includes forward-looking statements within the meaning of federal securities laws, including the Private Securities
Litigation Reform Act of 1995. Forward-looking statements describe future expectations, plans, results or strategies and can often be
identified by the use of terminology such as "anticipate," "believe," "could," "estimate," "expect," "intend," "may," "plan," "potential,"
"project," "seek," "should," "target," "will," "would," and similar expressions, although not all forward-looking statements contain these
identifying words. These statements include statements regarding Deep Fission's technology development, regulatory activities,
commercialization plans, anticipated reactor deployments, strategic partnerships, market opportunities, future operating performance,
financing plans and growth strategy.
Forward-looking statements are based on current expectations and assumptions and involve risks and uncertainties that could cause
actual results to differ materially from those expressed or implied. Important factors include Deep Fission's ability to obtain financing,
secure regulatory approvals, develop and deploy its technology, achieve anticipated technical and economic performance, secure
customers and commercial agreements, obtain fuel and critical supplies, manage costs and timelines, and other risks described in Deep
Fission's filings with the Securities and Exchange Commission. Deep Fission's forward-looking statements are based on information
available as of the date of publication. Except as required by law, Deep Fission does not undertake any obligation to update these
statements.
This presentation is not an offer to buy or sell, or the solicitation of an offer to buy or sell, any securities of Deep Fission, Inc. or any other
person.
2
Forward-looking statements |
| 
| Straight to
commercial power.
Key updates:
Regulatory
NSDA approved & published for transparency
Commercial Siting
Master Energy Purchase Agreement signed in Kansas
Fuel
Standard LEU contract with Urenco
Construction
Commercial drilling & non-nuclear testing underway
Customers
Multi GWe pipeline of non-binding letters of intent
3 |
| 
| Long
-term demand is
obvious. Our focus is
delivery at scale
by 2028.
Utilities, data centers, and
defense are adding load
faster than expected
growth in supply. |
| 
| Deep Fission is
moving to fill the
immediate
generation gap
.
5
Signed a first binding, conditional
energy offtake agreement in
October 2026.
Total pipeline includes data
centers, industrial parks, co
-
developers and strategic partners,
signaling discerning buyer belief in
Deep Fission’s capability to deliver
on time and at scale. |
| 
| Leveraging three
mature technologies.
Deep Borehole Drilling
Decades
-proven commercial drilling
techniques for containment one mile
underground.
Geothermal Technology
Using established processes for energy
transfer to compact surface
infrastructure.
Pressurized Water Reactor (PWR)
Commercial PWR using LEU fuel first went
critical in August 1960.
1 Currently 64 PWRs
producing 64 GWe in the U.S.2,3
1Library of Congress
2Nuclear Regulatory Commission
3Energy Information Administration
Deep Fission aims to simplify
nuclear reactor deployment
—
deep underground, designed
to scale.
The goal is to reduce reliance
on surface infrastructure to
advance nuclear power today. 6 |
| 
| d
Primary Heat
Exchanger
Reactor
Canister
LEU Fuel
Assemblies
Unique
innovations and
novel concepts
Gravity does the work.
40+
Pending patent
applications
26+
Patents issued 3
Passive safety by design.
Large
-diameter borehole is cased and cemented from
surface to total depth of ~6000 ft. Cooling is always
present with the reliability of gravity, eliminating large
-
break loss
-of
-coolant as a credible accident scenario.
Pressure from a mile
-long water column.
Water pressure at one mile deep is ~160 atm
and the reactor operates at ~160 atm. This
equalization of pressure inside and outside
improves safety of PWR.
Standard nuclear core, made simple.
The reactor uses conventional PWR physics and
LEU fuel, and the heat transfer system consists of
three fully
-isolated, closed loops.
The primary loop transfers heat from the reactor to
a heat exchanger that sits directly above the
reactor.
The secondary loop picks up heat at the downhole
heat exchanger and rises naturally to meet the
steam loop at the surface.
123
7 |
| 
| Development
is already
underway
8
Prototype canister
installation demonstrated
2 GWe
Master Energy Purchase
Agreement at Great Plains
~6,000 ft.
first data acquisition well |
| 
| Targeting six months from
drilling to delivery for one
single NOAK reactor, capable
of powering a neighborhood.
Phased deployment of ten
reactors powers an industrial site.
Minimal surface buildout of five
boreholes per turbine/generator.
100 reactors on a single site can
power a hyperscale campus.
Continuous multi-well execution can
pace deployment with demand.
Our goal is speed at scale:
From drilling to delivery in
months, not years.
15 MWe 2 GWe
9
150 MWe 1.5 GWe |
| 
| The most
affordable
way to build is
not to build at all.
Utility-scale solar is ~7,000 acres per gigawatt.
The most recent conventional PWR is ~700 acres per gigawatt.
Deep Fission is designed for ~100 acres per gigawatt.
Conventional Above-Ground Pressurized Water Reactor
10
X Containment Building
X Pressurizer
X External Backup Power
X External Emergency
Core Cooling Systems |
| 
| Commercialization
target: up to 5 MWe
by December 2027
à Prove it
• Wellbore Engineering
• Wide-Diameter Drilling
• Feasibility of Design, Construction,
Assembly and Installation
2026: NON-NUCLEAR
à License it
• Safety
• Fuel & Supply Chain
• Operations & Maintenance
2027: NUCLEAR
à Scale it
• Cost
• Deployment Time
• Repeatability
2028: NOAK
11 |
| 
| 2026 2027 2028
S O N D J F M A M J J A S O N D J F M A M J J A
NSDA approval Completed Aug 6, 2026
Prototype PWR run Completed Sep 3, 2026
Multi-reactor license submission
Non-nuclear wellbore construction
DSA submittal
NRC licensing submission
Thermal and instrumentation testing and demo
DOE authorization
Pilot well drilling and completion
LEU fuel fabrication
Reactor delivery and on-site assembly
Pilot Program PWR installation
Pilot demonstration
Surface construction
Turbine/generator delivery
PDSA approval
Long-term fuel partner
Grid interconnection / commercial conversion
NRC commercial license issued
Regulatory Siting Fuel Construction Commercialization Milestones Commercial Operation Date (COD) Target
Completion Date Estimates
Master energy purchase agreement Completed Oct 16, 2026
12 |
| 
| Liz Muller
CEO & Co-Founder
“Large
diameter
drilling to
these depths
is a method
we’ve refined
since 1971.”
Flooded reverse-circulation drilling Borehole sections 30-60 inches diameter.
Custom large-diameter drill bits Manufacture of project-specific reverse-circulation bits 30-60 in.
Grid-connected electric drilling rig Reduced diesel consumption, onsite
combustion emissions & energy costs.
Custom, precision-controlled
cementing system
Controlled cement placement procedures
between casing & borehole.
Large-diameter well-control equipment
Manage artesian flow & handle large
drilling tools, including the arrangement
described in four US Patents.
Youngquist Technology Deep Fission Application
Harvey Youngquist, CEO
Youngquist Brothers Collaboration:
Advancement and application of technology
and methods for constructing large-diameter
boreholes à
13 |
| 
| Commercial
drilling at scale:
Financial
catalysts and
key programs
1234
14
Location Customization
Optimizing the drilling approach to
site geology to achieve high drill
speed (ROP) with limited ris
k
Design Evolution
Streamlined wellbore architecture
and materials drive down cost
Rig Management Management of our drilling
rig fleet
High Volume
Procurement
Once operating
at 150MW scale,
significant supply chain efficiencies |
| 
| Build-Own-Operate
Business Model
Project-Level Equity Participation
For certain projects, we plan to retain an ownership
interest in the project company. This would allow us to
benefit from project-level cash flows associated with
electricity generation and sale over the operating life of
the facility, driven by long-term power purchase
agreements or similar offtake arrangements.
Intellectual Property Licensing
& Services
Recurring licensing fees associated with the use of our
proprietary technology, and revenues from long-term
reactor services such as refueling, operations, and
regulatory support.
15 |
| 
| Illustrative Unit
Economics (NOAK):
Critical Parameters
Power output: up to 15 MWe
Development timeline: Approx. 2 years
Upfront capital cost: $84M at 2024 economics
Run-rate revenue: $20M per year avg. first ten years
Operating cash flow: $10M per year; $600M over project life
Project financing: 60% of upfront capital at 8%
Investment Tax Credits: 30%, monetized at 90%
Optimizes neutron efficiency, thermal transfer and a fuel cycle of 7–10 years
Wide-diameter drilling technology exists today
Less labor-intensive NOAK design, engineering and supplier development;
learning-curve efficiencies; optimized drilling and surface infrastructure
$110 per MWh price point at 2024 economics
Refueling expenses amortized over 7 years; reasonable estimates of O&M
expenses
Project cash flow supports this amount or greater, and project finance leverages
equity returns
Bring in a tax equity partner or monetize directly
RATIONALE & ASSUMPTIONS:
16
These reactor-level estimates are solely to illustrate certain internal estimates and assumptions used in
developing the Company’s business model and are based on a range of assumptions including, among
others, a 40-year design life; that output achieves target levels (i.e., 15 MWe and 8 MWe for 3x3
configuration and 2x2 configuration, respectively); approximately 93% operation uptime; PPAs for entire
amount of assumed output, at initial pricing of $110 per MWh; that reactor design remains standardized
and repeatable; construction and commissioning periods; and that deployment conditions remain
constant. Actual results may differ materially. See "Cautionary Note on Forward-Looking Statements” on
[slide 3] of this presentation and "Risk Factors-Risks Related to Our Business and Industry" and
"Business-Reactor Architecture" in our Registration Statement on Form S-1 filed with the SEC. |
| 
| Fuel Manufacturing Engineering
Leveraging mature supply chain
Drilling &
Completion
MOU Signed Designing the
instrument hub +
electronics for
monitoring the
reactor
Enriched uranium
product (EUP)
procured
Engineering,
Procurement,
Construction
Construction
manager for the
demonstration
reactor
Delivered the
prototype reactor
17 |
| 
| 18 |
| 
| Energy Resilience for All
DeepFission.com |