The IPO provides near-term cash runway but does not resolve the company's fundamental capital needs. Monitor for subsequent equity or debt offerings within 6-12 months as the company pursues the ~$138M in additional capital required for commercial reactor development. The 180-day lock-up expiration and potential Cornerstone Investor sales could create overhang. Watch for NRC licensing progress and DOE authorization milestones as key catalysts.
Executive Summary
Deep Fission, Inc. has priced its IPO of 2,500,000 shares at $16.00 per share, raising $40.0 million in gross proceeds ($37.2 million before expenses). The offering is on a firm-commitment basis with an over-allotment option for 375,000 additional shares. Net proceeds of ~$32.9 million will fund working capital and the first pilot nuclear reactor. The company is a pre-revenue nuclear energy technology developer with a going concern opinion, material weaknesses in internal controls, and a history of losses ($21.3M net loss in Q1 2026 alone). New investors face immediate and substantial dilution of $14.08 per share.
Key Financial Metrics
Key Facts
- IPO of 2,500,000 shares priced at $16.00/share, raising $40.0M gross ($37.2M before expenses).
- Net proceeds to company estimated at ~$32.9M (or ~$38.5M with full over-allotment).
- Company is pre-revenue with no commercial reactor; net losses of $21.3M (Q1 2026), $61.0M (FY2025), $5.7M (FY2024).
- Accumulated deficit of $88.1M as of March 31, 2026; going concern opinion from auditors.
- Material weaknesses in internal controls and a prior financial restatement disclosed.
- New investors suffer immediate dilution of $14.08 per share (88% of offering price).
- Cornerstone Investors have non-binding indication for up to $10M in shares; no lock-up on those shares.
- Underwriters: Benchmark, Seaport Global, Maxim Group; 180-day lock-up for insiders and certain shareholders.
- Company estimates need for ~$138M additional capital to complete first commercial reactor; ~$67M for initial test reactor.
- Listing on Nasdaq under symbol FISN expected on or about June 22, 2026.
Financial Impact
IPO raises $40.0M gross ($32.9M net) at $16.00/share; company has $84.8M cash as of March 31, 2026, but expects to need ~$138M more for first commercial reactor. Net loss of $21.3M in Q1 2026 alone.
Risk Factors
- Going concern risk: company has no revenue, history of losses, and needs substantial additional capital.
- Unproven technology: Gravity Reactor is in early engineering stages; no commercial reactor has been built or operated.
- Immediate and substantial dilution: new investors pay $16.00/share for net tangible book value of $1.92/share.
- Material weaknesses in internal controls and prior financial restatement create reporting risk.
- Regulatory pathway uncertain: requires both DOE authorization and NRC licensing for commercial operation.
- Lock-up expiration after 180 days could lead to significant share overhang.
Documents Analyzed
This report is based on 4 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 424B4 Filing (Primary) | 0001104659-26-075763 |
| Document: 0001104659-26-075763-index-headers.html | 0001104659-26-075763 |
| Document: 0001104659-26-075763-index.html | 0001104659-26-075763 |
| Document: 0001104659-26-075763.txt | 0001104659-26-075763 |
Track record builds as more directional reports settle.
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 20, 2026 6d ago | 8-K | $2.81 $2.63 | ▼ −6.41% | ▼ −6.93% | $2.16 (−23.13%) |
Sep 21, 2026 5w ago | 8-K | $7.82 $8.12 | ▲ +3.84% | ▲ +3.85% | $2.16 (−72.38%) |
Jun 22, 2026 18w ago | 8-K | $12.44 $9.76 | ▼ −21.54% | ▼ −21.50% | $2.16 (−82.64%) |
Jun 18, 2026 18w ago | 424B4 | $12.42 $12.44 | ▼ −0.16% | ▼ −1.61% | $2.16 (+82.61%) |
Jun 18, 2026 18w ago | EFFECT | $14.56 $12.42 | ▼ −14.70% | ▼ −14.38% | $2.16 (−85.16%) |
Jun 10, 2026 19w ago | S-1/A | — | awaiting T+1 | — | — |
US Market Status
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