Form: 8-K

Current report

July 17, 2026

Documents

false 0001918102 0001918102 2026-07-17 2026-07-17 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): July 17, 2026

 

Deep Fission, Inc.

(Exact name of Registrant as Specified in Its Charter)

 

Delaware 000-56407 87-4265302
(State or Other Jurisdiction
of Incorporation)
(Commission File Number) (IRS Employer
Identification No.)

 

2001 Addison St., Suite 300

Berkeley, California
(Address of Principal Executive Offices)

94704
(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (707) 400-0778

 

N/A

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading
Symbol(s)
  Name of each exchange
on which registered
Common Stock, par value $0.0001 per share   FISN   The Nasdaq Global Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company x

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

 

Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On July 17, 2026, at the 2026 annual meeting of stockholders (the “Annual Meeting”) of Deep Fission, Inc. (the “Company”), the Company’s stockholders approved an amendment to the Deep Fission, Inc. 2025 Equity Incentive Plan (the “2025 Equity Plan”) to increase the number of shares of the Company’s common stock authorized for issuance thereunder by 5,000,000 shares.

 

The foregoing description of the amendment to the 2025 Equity Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the 2025 Equity Plan, as amended, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

 

Item 5.07Submission of Matters to a Vote of Security Holders.

 

At the Annual Meeting, the Company’s stockholders voted on the matters set forth below.

 

Proposal 1: The following nominees were elected to serve as Class I directors until the 2029 annual meeting of stockholders and until their successors are duly elected and qualified. The votes were as follows:

 

   For   Withheld   Broker Non-Votes 
Leslie Goldman Tepper   35,294,762    457,363     
Blake E. Janover   35,346,726    405,399     

 

Proposal 2: The appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 was ratified. The votes were as follows:

 

For   Against   Abstain 
 30,680,096        5,072,029 

 

Proposal 3: The amendment to the 2025 Equity Plan to increase the number of authorized shares of common stock available for issuance thereunder by 5,000,000 shares was approved. The votes were as follows:

 

For   Against   Abstain   Broker Non-Votes 
 30,648,430    423,732    4,679,963     

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description
     
10.1+   Deep Fission, Inc. 2025 Equity Incentive Plan, as amended
104  

Cover page Interactive data file (embedded within the inline XBRL document). 

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  DEEP FISSION, INC.
   
Date: July 17, 2026 /s/ Jon Gordon
  Jon Gordon
  General Counsel & Secretary