Deep Fission (FISN) completes $40M Nasdaq stock sale to fund pilot reactor

(Moderate)

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Deep Fission, Inc. has completed a public offering of 2,500,000 shares of common stock at $16.00 per share, raising gross proceeds of $40 million before fees and expenses. The company’s shares trade on the Nasdaq Global Market under the symbol FISN.

The company granted underwriters a 30‑day option to buy up to 375,000 additional shares at the same public price, less underwriting discounts and commissions. Deep Fission plans to use net proceeds for general working capital and corporate purposes, including engineering, research and development, licensing and construction of its first pilot nuclear reactor and related technologies.

Positive

Completed $40 million primary equity raise, providing substantial new capital for Deep Fission’s operations and project development.
Proceeds targeted to core nuclear initiatives, including engineering, R&D, licensing and construction of the company’s first pilot nuclear reactor and related technologies.

Negative

None.

Insights

Deep Fission completes $40M Nasdaq equity raise to fund reactor development.

Deep Fission completed a public equity offering of 2,500,000 common shares at $16.00 each, generating gross proceeds of $40 million. The company also granted underwriters a 30‑day option for up to 375,000 additional shares at the same public price, less underwriting discounts and commissions.

The capital is earmarked for general working capital and corporate purposes, specifically including engineering, research and development, licensing and construction of its first pilot nuclear reactor and related technologies. That links the raise directly to advancing core project milestones rather than ancillary uses.

The stock is listed on the Nasdaq Global Market under the symbol FISN, which can support liquidity as the new shares enter trading. Actual dilution and cash received will depend on final net proceeds and whether underwriters exercise the 30‑day option.

8-K Event Classification

Item 8.01 — Other Events

1 item

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Key Figures

Shares sold: 2,500,000 shares Offering price: $16.00 per share Gross proceeds: $40 million +3 more

6 metrics

Shares sold 2,500,000 shares Public offering of common stock completed on June 22, 2026

Offering price $16.00 per share Price to the public for common stock

Gross proceeds $40 million Gross proceeds before underwriting discounts and expenses

Underwriters’ option shares 375,000 shares 30-day option to purchase additional common stock

Listing venue Nasdaq Global Market Trading market for Deep Fission common stock under symbol FISN

Par value $0.0001 per share Par value of Deep Fission common stock

Key Terms

emerging growth company, Nasdaq Global Market, underwriting discounts and commissions, public offering, +1 more

5 terms

emerging growth company regulatory

"Emerging growth company x Item 8.01 Other Events."

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Nasdaq Global Market market

"The Company’s Common Stock began trading on Nasdaq Global Market under the symbol “FISN”"

The Nasdaq Global Market is a section of the stock exchange where larger, well-established companies are listed and publicly traded. It functions like a marketplace where investors can buy and sell shares of these companies, providing them with access to capital and opportunities for growth. Its role is important because it helps investors identify and invest in reputable companies with strong financial backgrounds.

underwriting discounts and commissions financial

"gross proceeds to the Company from the public offering were $40 million, before deducting underwriting discounts and commissions"

Underwriting discounts and commissions are fees paid to financial institutions that help sell new securities to investors. They act like a commission for their role in connecting companies with buyers, often reducing the amount of money the issuing company raises. For investors, understanding these costs helps gauge how much of their investment is going toward the actual securities versus fees paid to middlemen.

public offering financial

"completed its public offering of an aggregate of 2,500,000 shares of common stock"

A public offering is when a company sells shares to the general public through the stock market, either by issuing new shares to raise cash or by letting existing owners sell their stakes. Think of it like a business opening its doors to many new owners at once: it can bring in money for growth but also increases the number of shares available, which can change the stock price and dilute existing ownership — key factors investors watch closely.

pilot nuclear reactor technical

"including towards the engineering, research and development, licensing and construction of its first pilot nuclear reactor"

FAQ

What did Deep Fission (FISN) announce in this Form 8-K?

Deep Fission reported completion of a public offering of 2,500,000 common shares at $16.00 per share, generating $40 million in gross proceeds. It also detailed an underwriters’ option and its intended use of the funds for core nuclear reactor development.

How much capital did Deep Fission (FISN) raise in the offering?

Deep Fission raised gross proceeds of $40 million by selling 2,500,000 common shares at $16.00 per share. This amount is before deducting underwriting discounts, commissions and estimated offering expenses that will reduce the net cash ultimately available to the company.

What is the size of Deep Fission’s underwriters’ option?

Deep Fission granted underwriters a 30-day option to purchase up to an additional 375,000 common shares at the initial public offering price, less underwriting discounts and commissions. This option, if exercised, would increase both total shares sold and additional capital raised.

How will Deep Fission (FISN) use the proceeds from this stock offering?

Deep Fission intends to use net proceeds for general working capital and corporate purposes, explicitly including engineering, research and development, licensing and construction of its first pilot nuclear reactor and related technologies. This aligns the financing with its main project pipeline.

On which exchange is Deep Fission stock listed and under what symbol?

Deep Fission’s common stock trades on the Nasdaq Global Market under the symbol FISN. Trading began on June 18, 2026, providing a public market for the newly issued shares and existing holdings, which can support liquidity for investors.

What type of security did Deep Fission (FISN) issue in this transaction?

The company issued common stock with a par value of $0.0001 per share. A total of 2,500,000 shares were sold to the public at $16.00 per share, with an additional 375,000 shares available under the underwriters’ 30-day purchase option.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Understanding 8-K Material Events →

Available on EDGAR 06/22/2026 - 04:21 PM Accepted by SEC EDGAR 06/22/2026 - 04:20 PM

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): June 22, 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 8.01 Other Events.

On June 22, 2026, Deep Fission, Inc. (the “Company”) completed its public offering of an aggregate of 2,500,000 shares of common stock, par value $0.0001 per share, of the Company (“Common Stock”) at a price to the public of $16.00 per share. The gross proceeds to the Company from the public offering were $40 million, before deducting underwriting discounts and commissions and estimated offering expenses payable by the Company. The Company has granted the underwriters a 30-day option to purchase up to an additional 375,000 shares of its Common Stock at the initial public offering price, less underwriting discounts and commissions. The Company’s Common Stock began trading on Nasdaq Global Market under the symbol “FISN” on June 18, 2026. The Company intends to use the net proceeds from this offering for general working capital and corporate purposes, including towards the engineering, research and development, licensing and construction of its first pilot nuclear reactor and related technologies.

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: June 22, 2026	/s/ Jon Gordon
	Jon Gordon
	General Counsel & Secretary

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

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