Deep Fission's Losses Mount Amidst Strategic Shifts and Funding Influx

TL;DR

**Deep Fission is burning cash at an alarming rate, and while new funding provides a temporary lifeline, the 'going concern' warning means this is a high-stakes bet on unproven nuclear tech.**

AI Summary

Deep Fission, Inc. reported a significant net loss of $47,527,343 for the nine months ended September 30, 2025, a substantial increase from the $4,074,114 loss in the same period of 2024. This was primarily driven by a massive change in the fair value of SAFE Notes, resulting in a non-operating expense of $35,239,799, and increased operating expenses, with general and administrative expenses soaring to $9,419,196 from $1,238,686. Research and development expenses also rose to $2,884,538 from $355,408. Despite these losses, the company's cash and cash equivalents dramatically increased to $30,241,931 as of September 30, 2025, up from $6,728,895 at December 31, 2024, largely due to $30,000,000 from a private placement and $2,972,839 from SAFE notes. The company completed a merger on September 5, 2025, and was selected by the U.S. Department of Energy in August 2025 for the Nuclear Reactor Pilot Program, aiming for its first test Deep Borehole pressurized water reactor (DBR) deployment by July 2026. However, management explicitly stated substantial doubt about the company's ability to continue as a going concern due to ongoing significant operating expenditures and the need for additional capital.

Why It Matters

Deep Fission's substantial net loss and explicit 'going concern' warning signal high risk for investors, despite a significant cash infusion and a U.S. Department of Energy pilot program selection. The company operates in the nascent, highly regulated nuclear energy sector, specifically deep borehole reactors, which faces immense technical, regulatory, and public perception challenges. Its ability to secure further funding and achieve commercialization will dictate its survival, impacting potential employees in a specialized field and customers seeking clean energy solutions. The competitive landscape for advanced nuclear technology is intense, and Deep Fission's success or failure could influence broader market sentiment towards innovative energy infrastructure.

Risk Assessment

Risk Level: high — The company explicitly states 'substantial doubt about the Company's ability to continue as a going concern' due to significant operating losses, including a net loss of $47,527,343 for the nine months ended September 30, 2025. This is compounded by a massive $35,239,799 non-operating expense from the change in fair value of SAFE Notes, indicating high financial volatility and uncertainty.

Analyst Insight

Investors should exercise extreme caution and consider this a highly speculative investment. While the recent $30,000,000 private placement provides short-term liquidity, the 'going concern' warning and escalating losses demand a deep dive into future funding plans and commercialization milestones before any capital commitment.

Financial Highlights

debt To Equity

0.02

revenue

$0

operating Margin

N/A

total Assets

$30,524,544

total Debt

$605,325

net Income

-$47,527,343

eps

-$2.23

gross Margin

N/A

cash Position

$30,241,931

revenue Growth

N/A

Key Numbers

• $47.5M — Net Loss (Increased from $4.1M in 2024 for the nine months ended September 30, 2025, indicating rapidly escalating expenses.)
• $30.2M — Cash and Cash Equivalents (Increased from $6.7M at December 31, 2024, primarily due to new financing.)
• $35.2M — Change in Fair Value of SAFE Notes (Significant non-operating expense for the nine months ended September 30, 2025, impacting net loss.)
• $30.0M — Proceeds from Private Placement (Key financing activity providing substantial liquidity during the nine months ended September 30, 2025.)
• $56.2M — Accumulated Deficit (Increased from $8.7M at December 31, 2024, highlighting ongoing unprofitability.)
• 50,874,089 — Shares Outstanding (Increased from 16,320,839 at December 31, 2024, due to stock issuance from SAFE note conversion and PIPE.)
• $12.3M — Operating Expenses (Increased from $1.6M in 2024 for the nine months ended September 30, 2025, reflecting higher G&A and R&D.)
• $6.5M — Net Cash Used in Operating Activities (Increased from $1.4M in 2024 for the nine months ended September 30, 2025, indicating higher cash burn from operations.)

Key Players & Entities

• DEEP FISSION, INC. (company) — registrant and developer of Deep Borehole pressurized water reactor
• U. S. Department of Energy (regulator) — selected Deep Fission for Nuclear Reactor Pilot Program
• Nuclear Regulatory Commission (regulator) — approves Standard Design Approval (SDA) applications
• $47,527,343 (dollar_amount) — net loss for the nine months ended September 30, 2025
• $35,239,799 (dollar_amount) — change in fair value of SAFE Notes, a non-operating expense
• $30,241,931 (dollar_amount) — cash and cash equivalents as of September 30, 2025
• $30,000,000 (dollar_amount) — proceeds from private placement
• September 5, 2025 (date) — date of merger completion
• July 2026 (date) — anticipated deployment of first test DBR
• Berkeley, California (location) — Company headquarters

FAQ

Risk Factors

• Going Concern Uncertainty [high — financial]: Management has explicitly stated substantial doubt about the company's ability to continue as a going concern. This is due to ongoing significant operating expenditures and the need for additional capital to fund operations and development, particularly for the Nuclear Reactor Pilot Program.
• Significant Net Loss and Accumulated Deficit [high — financial]: The company reported a net loss of $47.5 million for the nine months ended September 30, 2025, a substantial increase from $4.1 million in the prior year. This has led to an accumulated deficit of $56.2 million, indicating a persistent inability to generate profits.
• Volatile Fair Value of SAFE Notes [medium — financial]: A significant non-operating expense of $35.2 million arose from the change in fair value of SAFE Notes for the nine months ended September 30, 2025. This volatility introduces unpredictability to the company's financial performance and net income.
• Rapidly Increasing Operating Expenses [high — operational]: Operating expenses, including General and Administrative (G&A) and Research and Development (R&D), have surged. G&A expenses rose to $9.4 million from $1.2 million, and R&D increased to $2.9 million from $0.4 million for the nine months ended September 30, 2025, indicating escalating operational costs.
• Nuclear Reactor Deployment Risks [high — regulatory]: The company's objective to deploy its first test Deep Borehole pressurized water reactor (DBR) by July 2026 under the U.S. Department of Energy's Nuclear Reactor Pilot Program carries inherent regulatory and technical risks. Delays or failures in this critical project could severely impact future revenue and operations.
• Dilution from Equity Issuances [medium — financial]: Shares outstanding increased from 16.3 million to 50.9 million due to SAFE note conversions and a private placement. This significant dilution can negatively impact existing shareholders' ownership percentage and earnings per share.

Industry Context

The nuclear energy sector is undergoing a resurgence driven by climate change concerns and energy security needs, with a focus on advanced reactor designs. Deep Fission, Inc. is positioned within the niche of Deep Borehole reactors, a less common but potentially more cost-effective approach. However, the industry faces significant regulatory hurdles, long development timelines, and substantial capital requirements for new technologies.

Regulatory Implications

The company's involvement in the U.S. Department of Energy's Nuclear Reactor Pilot Program suggests a path through regulatory approvals, but the deployment of novel nuclear technology is inherently subject to stringent safety and environmental regulations. Any delays or failures in meeting these standards could halt development and commercialization.

What Investors Should Do

1. Monitor cash burn and future financing needs closely.
2. Evaluate the technical and regulatory progress of the DBR reactor.
3. Assess the impact of dilution on existing shareholdings.
4. Understand the volatility associated with SAFE note valuations.

Key Dates

• 2025-09-05: Company Merger Completed — Indicates a significant corporate restructuring or combination, potentially impacting strategy and operations.
• 2025-08-01: Selected for U.S. Department of Energy Nuclear Reactor Pilot Program — A major validation and potential catalyst for the company's core technology, offering significant funding and development opportunities.
• 2026-07-01: Target for First Test Deep Borehole Pressurized Water Reactor (DBR) Deployment — This is a critical milestone for the company's technology and future commercialization, with significant execution risk.

Glossary

SAFE Notes

Simple Agreement for Future Equity. A type of agreement where an investor provides capital to a company in exchange for the right to receive equity in the future, typically upon a future financing round or liquidity event. (The change in fair value of these notes significantly impacted the company's net loss, highlighting a substantial non-operating expense and potential valuation fluctuations.)

Accumulated Deficit

The cumulative net losses of a company since its inception, minus any cumulative net income. It represents the total losses that have not been offset by profits. (The increasing accumulated deficit to $56.2 million underscores the company's ongoing unprofitability and its need for substantial future earnings or capital.)

Going Concern

A business's ability to continue operating for the foreseeable future without the threat of liquidation. Management must assess and disclose if there is substantial doubt about this ability. (Management's explicit statement of substantial doubt about Deep Fission, Inc.'s ability to continue as a going concern is a critical warning to investors about the company's financial viability.)

Private Placement

The sale of securities (like stock or bonds) to a select group of investors, rather than through a public offering. (A $30 million private placement provided significant liquidity, helping to bolster the company's cash position despite its substantial losses.)

PIPE Transaction

Private Investment in Public Equity. A transaction where an institutional investor or accredited investor buys stock directly from a publicly traded company at a discount. (PIPE transactions, along with SAFE note conversions, contributed to the significant increase in shares outstanding, leading to dilution for existing shareholders.)

Year-Over-Year Comparison

For the nine months ended September 30, 2025, Deep Fission, Inc. reported a substantial net loss of $47.5 million, a stark contrast to the $4.1 million loss in the same period of 2024. This widening loss is driven by a massive increase in operating expenses, particularly G&A and R&D, and a significant non-operating expense from the change in fair value of SAFE Notes. While cash and cash equivalents have dramatically increased to $30.2 million from $6.7 million due to new financing, the company's accumulated deficit has ballooned to $56.2 million from $8.7 million, and management has raised substantial doubt about its ability to continue as a going concern.

Key Financial Figures

• $0.0001 — nge on Which Registered Common Stock, $0.0001 par value per share N/A N/A Indicat

Filing Documents

• tmb-20250930x10q.htm (10-Q) — 951KB
• tmb-20250930xex10d1.htm (EX-10.1) — 14KB
• tmb-20250930xex10d2.htm (EX-10.2) — 14KB
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• tmb-20250930xex31d2.htm (EX-31.2) — 11KB
• tmb-20250930xex32d1.htm (EX-32.1) — 5KB
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• 0001104659-25-112717.txt ( ) — 4068KB
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• tmb-20250930_pre.xml (EX-101.PRE) — 230KB
• tmb-20250930x10q_htm.xml (XML) — 432KB

- FINANCIAL INFORMATION

PART I - FINANCIAL INFORMATION Item 1. Condensed Consolidated Financial Statements 1 Condensed Consolidated Balance Sheets 1 Condensed Consolidated Statements of Operations 2 Condensed Consolidated Statements Stockholders' Equity (Deficit) 3 Condensed Consolidated Statements of Cash Flows 5 Notes to Condensed Consolidated Financial Statements 6 Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations 15 Item 3.

Quantitative and Qualitative Disclosures About Market Risk

Quantitative and Qualitative Disclosures About Market Risk 21 Item 4.

Controls and Procedures

Controls and Procedures 21

- OTHER INFORMATION

PART II - OTHER INFORMATION 22 Item 1.

Legal Proceedings

Legal Proceedings 22 Item 1A.

Risk Factors

Risk Factors 22 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 22 Item 3. Defaults Upon Senior Securities 23 Item 4. Mine Safety Disclosures 23 Item 5. Other Information 23 Item 6. Exhibits 24

Signatures

Signatures 25 i Table of Contents SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS AND OTHER INFORMATION CONTAINED IN THIS REPORT This Quarterly Report, including the sections entitled " Risk Factors " and " Management's Discussion and Analysis of Financial Condition and Results of Operations , " includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Forward-looking statements relate to, among others, our plans, objectives and expectations for our business, operations and financial performance and condition, and can be identified by terminology such as "may," "should," "expect," "intend," "plan," "anticipate," "believe," "estimate," "predict," "will," "could," "project," "target," "potential," "continue" and similar expressions that do not relate solely to historical matters or actual results. Forward-looking statements are based on management's belief and assumptions and on information currently available to management. Although we believe that the expectations reflected in forward-looking statements are reasonable, such statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by forward-looking statements. Forward-looking statements relate to future events or our future operational or financial performance. Our forward-looking statements are subject to known and unknown risks, uncertainties, assumptions, and other factors that may cause our actual results, performance or achievements to be materially and adversely different from any future results, performance or achievements expressed, anticipated, or implied by these forward-looking statements. Some of such risks, uncertainties, and assumptions are describ

Forward-looking statements include, but are not limited to, statements about

Forward-looking statements include, but are not limited to, statements about: the impact of current and future laws and regulations, especially those related to nuclear energy; our ability to achieve profitability and continue as a going concern; changes in domestic and foreign business, market, financial, political and legal conditions; our pursuit of an emerging, highly regulated market, with no commercial project operating as of the date of this quarterly report; our ability to protect and enforce our intellectual property rights and the scope and duration of such rights; our reliance on third-parties, including suppliers, licensing partners, government entities and strategic partners, and our ability to maintain our relationships with such parties and enter into additional strategic partnerships in the future; our ability to commercialize our products and services on a large scale and grow effectively; our management team's ability to successfully achieve our business objectives; our ability to raise additional capital to continue to maintain sufficient liquidity, develop our technology and scale our operations; changes to applicable policies, regulations, mandates and funding levels of the government entities that regulate our business or with whom we do business; the impact on us and our potential customers from changes in interest rates, inflation, tariffs, trade policies and rising costs, including commodity and labor costs; developments and projections relating to our business and our industry; ii Table of Contents our ability to adequately control the costs associated with our operations; the impact of increased global power demand and the need for increased power grid reliability and energy security, as well as the role of nuclear energy in the energy transition landscape; risks relating to the negative public or political perception of us or the nuclear energy industry in general; the outcome of any potential litigation, government a

Condensed Consolidated Financial Statements

Item 1. Condensed Consolidated Financial Statements DEEP FISSION, INC. Condensed Consolidated Balance Sheets (Unaudited) September 30, December 31, 2025 2024 ASSETS Current assets Cash and cash equivalents $ 30,241,931 $ 6,728,895 Prepaid expenses and other current assets 257,123 32,113 SAFE note subscription receivable — 110,000 Total current assets 30,499,054 6,871,008 Property and equipment, net 25,490 1,993 Total assets $ 30,524,544 $ 6,873,001 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) Current liabilities Accounts payable $ 213,211 $ 94,797 Accrued expenses 375,270 31,777 Accrued compensation 16,844 34,863 Total current liabilities 605,325 161,437 SAFE notes — 15,224,665 Total liabilities 605,325 15,386,102 Commitments and contingencies (Note 6) Stockholders' equity (deficit) Common stock, par value $ 0.0001 , 300,000,000 shares authorized, 50,874,089 and 16,320,839 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively 5,087 1,632 Additional paid-in capital 86,100,946 144,738 Accumulated deficit ( 56,186,814 ) ( 8,659,471 ) Total stockholders' equity (deficit) 29,919,219 ( 8,513,101 ) Total liabilities and stockholders' equity (deficit) $ 30,524,544 $ 6,873,001 See accompanying notes to unaudited condensed consolidated financial statements. 1 Table of Contents DEEP FISSION, INC. Condensed Consolidated Statements of Operations (Unaudited) For the Three Months Ended For the Nine Months Ended September 30, September 30, 2025 2024 2025 2024 Operating expenses General and administrative expenses $ 6,700,416 $ 486,151 $ 9,419,196 $ 1,238,686 Research and development expenses 2,104,021 219,478 2,884,538 355,408 Operating expenses 8,804,437 705,629 12,303,734 1,594,094 Operating loss ( 8,804,437 ) ( 705,629 ) ( 12,303,734 ) ( 1,594,094 ) Other non-ope

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