Deep Fission, Inc. filed a Form S-3 shelf registration statement with the U.S. Securities and Exchange Commission on November 4, 2026, covering the potential offering of up to $300,000,000 in aggregate securities.

Key Highlights

  • Shelf size: The registration covers up to $300,000,000 in aggregate securities across multiple classes.
  • Security types: The filing lists common stock, preferred stock, debt securities, warrants, rights, and units as eligible for future offerings.
  • Stock price: The closing price of common stock on November 3, 2026 was $2.67, according to the filing.
  • Exchange listing: Common stock, par value $0.0001 per share, trades on NASDAQ:FISN under The Nasdaq Global Market.
  • Company status: Deep Fission identified itself as a non-accelerated filer, a smaller reporting company, and an emerging growth company.
  • Offering method: Securities may be sold through underwriters, dealers, agents, directly to purchasers, or via at-the-market offerings, as described in future prospectus supplements.

Deep Fission's $300 Million Shelf Registration: Structure and Terms

Deep Fission, Inc., headquartered at 2001 Addison St., Suite 300, Berkeley, California, filed a shelf registration statement under the Securities Act of 1933 using the "shelf" registration process, the company disclosed. The registration enables the company to offer and sell securities from time to time in one or more offerings, up to a total dollar amount of $300,000,000. The filing was submitted to the SEC on November 4, 2026, and is designated as a preliminary prospectus subject to completion.

According to the filing, each time the company offers and sells securities under the shelf, it will provide a prospectus supplement containing specific information about the amounts, prices, and terms of the securities in that offering. The filing noted that any prospectus supplement or free writing prospectus will govern if there is an inconsistency with the base prospectus. The registration covers six classes of securities: common stock, preferred stock, debt securities, warrants, rights, and units.

The filing stated that Deep Fission's common stock carries a par value of $0.0001 per share and trades on The Nasdaq Global Market under the symbol "FISN." The company disclosed that the closing price of its common stock on November 3, 2026 was $2.67. Deep Fission identified Elizabeth Muller as its President and Chief Executive Officer, and listed Orrick, Herrington and Sutcliffe LLP as outside counsel for the registration. The filing also noted that, as an emerging growth company, Deep Fission is subject to reduced public company reporting requirements. Risk factors are referenced on page 9 of the prospectus, and the filing includes the standard cautionary note that forward-looking statements are subject to the company's cautionary language.

What Was Disclosed

Deep Fission, Inc. filed a Form S-3 shelf registration statement on November 4, 2026, registering up to $300,000,000 in potential future securities offerings, including common stock, preferred stock, debt securities, warrants, rights, and units, with specific terms to be detailed in future prospectus supplements.