DEEP FISSION, INC. 8-K

What Happened
Deep Fission, Inc. announced a private placement that closed on February 5, 2026, in which it issued and sold 5,333,333 shares of common stock at $15.00 per share for an aggregate purchase price of $80.0 million. After placement agent fees and offering expenses, the company expects net proceeds of approximately $76.0 million. The filing also discloses a non‑binding memorandum of understanding (MOU) with funds affiliated with Blue Owl to explore strategic collaboration on nuclear energy projects, including potential power offtake and project‑level financing opportunities.

Key Details

• Shares sold: 5,333,333 common shares at $15.00 per share; gross proceeds $80.0M; net proceeds approx. $76.0M.
• Placement agents: Benchmark Company, Seaport Global Securities, Network 1 Financial, and PHX Financial; cash commissions paid at closing of about $3.6M plus $0.365M elected by Seaport to be received in shares. Placement agents also received warrants to buy 129,417 shares at $15.00, expiring on the earlier of 5 years after closing or 3 years after a Nasdaq/NYSE listing. The company agreed to pay $100,000 of certain placement agent expenses and customary indemnities.
• Registration rights: company must file a resale registration statement within 30 days and use reasonable efforts to have it declared effective within 120 days (with certain extensions); liquidated damages apply for missed deadlines.
• Use of proceeds: general working capital and corporate purposes, including engineering, R&D for the company’s first nuclear reactor, management/overhead/legal/accounting fees, and potential acquisitions (none committed).

Why It Matters
This transaction meaningfully increases Deep Fission’s cash position (net ≈ $76M), providing capital to advance R&D and early project work on its first reactor—reducing near‑term financing pressure. Retail investors should note dilution from the newly issued shares and the placement agent warrants, and that resale of the shares will depend on the registration statement timeline (and possible liquidity thereafter). The MOU with Blue Owl signals potential strategic engagement around project financing and offtake, but it is non‑binding and does not commit either party to a transaction.