Deep Fission (FISN) Registration filing summary

Company overview and business model

• Developing a small modular reactor (SMR) based on pressurized water reactor (PWR) technology, uniquely emplaced in deep boreholes about one mile underground to leverage subsurface conditions for containment, safety, and cost efficiency.

• Gravity Reactor targets up to 15 MWe per unit, with modular deployment allowing clusters at a single site for scalable capacity.

• Commercialization strategy follows a three-phase plan: engineering validation, DOE-authorized pilot, and high-volume commercial licensing, aiming for initial commercial deployment by 2027.

• Revenue model includes project-level equity participation, upfront project development fees, and recurring technology licensing and O&M services.

• Initial commercial focus is on hyperscale data centers, with expansion to utilities, industrials, and government installations.

Financial performance and metrics

• No revenue to date; company remains in development stage.

• Net losses of $61.0 million in 2025 and $5.7 million in 2024; accumulated deficit of $66.7 million as of December 31, 2025.

• Cash and cash equivalents of $23.7 million at year-end 2025; raised $76.0 million net in February 2026 private placement.

• Auditor issued a going concern opinion due to recurring losses and insufficient capital for the next twelve months.

Use of proceeds and capital allocation

• Net proceeds from the 2026 Private Placement (~$76.0 million) allocated to working capital, engineering, R&D for the first reactor, and general corporate purposes.

• Potential use of funds for management, legal, accounting, and possible acquisitions, though no current commitments for acquisitions.

• Additional capital required for pilot and commercial deployment; estimated $200 million needed to complete first commercial reactor.