DEEP FISSION, INC. 8-K

What Happened
On April 9, 2026, Deep Fission, Inc.'s Board concluded (Item 4.02) that several previously issued financial statements should no longer be relied upon because of errors in the valuation of Simple Agreements for Future Equity (SAFEs) and stock‑based compensation (SBC). The affected filings cover interim and annual statements for periods in 2023–2025 that were included in prior SEC filings (Form 8-K, Form S-1/A and Form 10-Q). The company is evaluating the quantitative impact and expects a restatement to be included in its 2025 Form 10-K. The Audit Committee discussed the matter with the independent auditors, Grant Thornton LLP.

Key Details

• Date of Board conclusion: April 9, 2026 (Item 4.02 non‑reliance disclosure).
• Affected statements include: Q2 six‑month statements (June 30, 2025 & 2024), audited annual statements (year ended Dec 31, 2024 and July 17–Dec 31, 2023), and Q3 three‑ and nine‑month statements (Sep 30, 2025 & 2024).
• Cause: errors in inputs/assumptions used in valuation models for SAFEs and stock‑based compensation.
• Company expects restatement of certain interim and annual statements in its 2025 Form 10‑K; restatement is preliminary, unaudited, and may change.
• The company does not expect the restatement to affect previously reported cash flows because the impacted items were non‑cash.

Why It Matters
A restatement can change previously reported profit, loss, equity and per‑share metrics that investors use to evaluate performance and valuation. While cash flows are expected to be unchanged, the timing and amount of reported expenses and equity balances may be adjusted once the company completes its review and files the restated 2025 Form 10‑K. Investors should monitor the upcoming 10‑K and any auditor communications for the final quantified impact and any additional disclosures.