The IPO provides near-term funding for Deep Fission's pilot reactor program but does not fully fund commercialization. With a going concern opinion, zero revenue, material weaknesses in controls, and a prior restatement, the offering carries significant execution and governance risk. Monitor for NRC licensing progress, DOE authorization under the Reactor Pilot Program, and the company's ability to secure the $136M+ in additional capital needed for first commercial reactor deployment.
Executive Summary
Deep Fission, Inc. filed Amendment No. 1 to its S-1 registration statement for a 2,500,000-share IPO at an estimated price range of $16.00-$18.00 per share, seeking listing on Nasdaq under symbol FISN. The company is a pre-revenue nuclear energy technology company developing a small modular reactor (SMR) deployed in deep boreholes. The filing updates financials through Q1 2026, notes a going concern opinion, material weaknesses in internal controls, and a prior financial restatement. Net proceeds of ~$35.2M (midpoint) will fund working capital, engineering, and the first pilot reactor.
Key Financial Metrics
Key Facts
- IPO of 2,500,000 shares at $16.00-$18.00 per share; up to 375,000 additional shares via over-allotment option
- Estimated net proceeds of ~$35.2M (midpoint) for general working capital and first pilot reactor construction
- Zero revenue; net losses of $21.3M (Q1 2026), $61.0M (FY2025), $5.7M (FY2024)
- Cash and cash equivalents of $84.8M as of March 31, 2026
- Auditor included a going concern opinion for FY2025 financials
- Identified material weaknesses in internal control over financial reporting
- Restated prior financials for errors in SAFE Note and stock-based compensation valuations
- Company uses the Gravity Reactor, a PWR-based SMR deployed in deep boreholes ~1 mile underground
- Non-binding LOIs exist for up to 15 GW of potential deployment capacity; no binding PPAs or commercial contracts
- Cornerstone Investors indicated interest in up to $10M in shares in this offering
Financial Impact
IPO gross proceeds of $40.0M-$45.0M at midpoint; net ~$35.2M. Additional capital needs of ~$136M to complete first commercial reactor; ~$65M to begin operating initial test reactor.
Risk Factors
- Going concern opinion and history of losses; ability to continue as a going concern depends on this offering and future financing
- Unproven technology; Gravity Reactor in conceptual/early engineering stage with no commercial reactor built or operated
- Requires substantial additional capital ($136M+) beyond this IPO; no guarantee of future financing
- Material weaknesses in internal controls and prior financial restatement create regulatory and credibility risk
- Novel regulatory pathway requiring DOE authorization and NRC licensing; uncertain timeline and outcomes
- No revenue, no binding PPAs or commercial contracts; commercialization timeline unproven
Documents Analyzed
This report is based on 7 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| S-1/A Filing (Primary) | 0001104659-26-072286 |
| Document: tm2612179d13_ex1-1.htm | 0001104659-26-072286 |
| Document: tm2612179d13_ex5-1.htm | 0001104659-26-072286 |
| Document: tm2612179d13_ex23-1.htm | 0001104659-26-072286 |
| Document: 0001104659-26-072286-index-headers.html | 0001104659-26-072286 |
| Document: 0001104659-26-072286-index.html | 0001104659-26-072286 |
| Document: 0001104659-26-072286.txt | 0001104659-26-072286 |
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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