Deep Fission (FISN) Registration filing summary

Company overview and business model

• Designs modular, underground pressurized water reactors (“Gravity Reactor”) leveraging deep borehole emplacement for natural containment and passive safety.

• Targets rapid deployment (6 months) and cost reduction versus traditional nuclear, with modular units (15 MWe each) scalable to 1.5 GW+ for data centers and industrial users.

• Initial focus on U.S. data centers, utilities, and industrial operators, with expansion plans for global markets.

• Business model includes electricity sales, technology licensing, and long-term operations and maintenance services.

• Selected by the U.S. DOE for the Nuclear Reactor Pilot Program, aiming for pilot reactor criticality by July 2026.

Financial performance and metrics

• No revenue to date; net losses of $8.0M (2024), $7.1M (first half 2025), and $47.5M (nine months ended Sept 2025).

• Accumulated deficit of $56.2M as of September 30, 2025.

• Auditor issued a going concern opinion due to recurring losses and limited cash runway.

• Cash and cash equivalents of $30.2M as of September 30, 2025, primarily from equity financings.

Use of proceeds and capital allocation

• Net proceeds from the $80M 2026 Private Placement intended for working capital, engineering, R&D for the pilot reactor, and general corporate purposes.

• May receive up to $1.9M from warrant exercises, also allocated to working capital and pilot development.

• Management expects current funds plus placement proceeds will not be sufficient for the next 12 months; additional capital raises anticipated.