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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):
July 17, 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 St., Suite 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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers. |
On July 17, 2026, at the 2026 annual meeting of stockholders (the “Annual
Meeting”) of Deep Fission, Inc. (the “Company”), the Company’s stockholders approved an amendment to the Deep
Fission, Inc. 2025 Equity Incentive Plan (the “2025 Equity Plan”) to increase the number of shares of the Company’s
common stock authorized for issuance thereunder by 5,000,000 shares.
The foregoing description of the amendment to the 2025 Equity Plan
does not purport to be complete and is qualified in its entirety by reference to the full text of the 2025 Equity Plan, as amended, which
is filed as Exhibit 10.1 hereto and incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
At the Annual Meeting, the Company’s stockholders voted on the
matters set forth below.
Proposal 1: The following nominees were elected to serve as
Class I directors until the 2029 annual meeting of stockholders and until their successors are duly elected and qualified. The votes were
as follows:
| | |
For | | |
Withheld | | |
Broker
Non-Votes | |
| Leslie Goldman Tepper | |
| 35,294,762 | | |
| 457,363 | | |
| — | |
| Blake E. Janover | |
| 35,346,726 | | |
| 405,399 | | |
| — | |
Proposal 2: The appointment of Grant Thornton LLP as the Company’s
independent registered public accounting firm for the fiscal year ending December 31, 2026 was ratified. The votes were as follows:
| For | | |
Against | | |
Abstain | |
| | 30,680,096 | | |
| — | | |
| 5,072,029 | |
Proposal 3: The amendment to the 2025 Equity Plan to increase
the number of authorized shares of common stock available for issuance thereunder by 5,000,000 shares was approved. The votes were as
follows:
| For | | |
Against | | |
Abstain | | |
Broker
Non-Votes | |
| | 30,648,430 | | |
| 423,732 | | |
| 4,679,963 | | |
| — | |
| Item 9.01 | Financial
Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
|
Description |
| |
|
|
| 10.1+ |
|
Deep Fission, Inc. 2025 Equity Incentive Plan, as amended |
| 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: July 17, 2026 |
/s/ Jon Gordon |
| |
Jon Gordon |
| |
General Counsel & Secretary |