Deep Fission, Inc. is offering 2,500,000 shares of common stock at a public offering price of $16.00 per share, for gross proceeds of $40,000,000 and estimated proceeds to the company of $37,200,000 before expenses. The underwriters have a 30-day option to purchase up to 375,000 additional shares. Delivery is expected on or about June 22, 2026.
The prospectus describes Deep Fission’s subsurface small modular Gravity Reactor concept, its phased deployment plan (pilot demonstration under the DOE Reactor Pilot Program, NRC licensing plans, and commercial scale targets), and reactor-level conceptual economics and assumptions for 2x2 and 3x3 fuel configurations. The filing discloses a restatement of previously issued financial statements (identified April 9, 2026) related to SAFE valuations and stock-based compensation and reports material weaknesses in internal control over financial reporting as of March 31, 2026. The offering includes non-binding Cornerstone Investor interest aggregating up to $10 million at the public offering price.
Deep Fission, Inc. is holding a virtual 2026 annual meeting on July 17, 2026 to elect two Class I directors, ratify Grant Thornton LLP as auditor, and amend its 2025 Equity Incentive Plan.
The equity plan amendment would add 5,000,000 shares of common stock to the existing 9,500,884-share reserve, for a total of 14,500,884 shares available, supporting equity-based compensation for employees, directors and consultants. As of May 18, 2026, 56,396,123 common shares were outstanding and only stockholders of record on that date may vote. The board recommends voting “FOR” all three proposals.
Deep Fission, Inc. is registering 2,500,000 shares of common stock in an initial public offering, with an expected price between $16.00 and $18.00 per share.
The company is a pre-revenue nuclear technology developer pursuing Nasdaq listing under “FISN” and building a small modular “Gravity Reactor” installed about one mile underground in deep boreholes. Its design adapts proven pressurized water reactor technology, targets 8–15 MWe per reactor, and uses low-enriched uranium fuel. The business plan relies on a three-phase deployment and DOE Reactor Pilot Program participation, with ambitious cost and revenue targets per reactor.
Deep Fission recently restated prior financial statements due to material errors in SAFE valuation and stock-based compensation and has identified material weaknesses in internal control over financial reporting, though management believes the included financials are fairly presented.