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 safety, targeting rapid, scalable deployment for data centers, utilities, and industrial users.

• Selected for the U.S. DOE Nuclear Reactor Pilot Program, aiming for pilot reactor criticality by July 2026 at a Kansas site, with plans for commercial deployment pending regulatory approvals.

• Business model includes revenue from electricity sales, technology licensing, and operations/maintenance services, with initial focus on data centers and expansion to utilities and global markets.

• Holds one issued U.S. patent and 24 pending applications, with a strategy to protect innovations in safety, deployment, and manufacturability.

Financial performance and metrics

• No revenue to date; net losses of $8.0M in 2024 and $47.5M for the nine months ended September 30, 2025, with an accumulated deficit of $56.2M as of September 30, 2025.

• Cash and cash equivalents were $30.2M as of September 30, 2025, primarily from a $30M private placement.

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

• Operating expenses increased due to higher headcount, legal, and R&D costs; significant non-operating expense from SAFE Note fair value changes.

Use of proceeds and capital allocation

• Proceeds from the private placement and any warrant exercises are allocated to working capital, engineering, R&D for the pilot reactor, and general corporate purposes.

• Additional capital will be required to continue operations beyond the next twelve months; future financings may dilute existing shareholders.