Oklo Inc. Announces Proposed Public Offering of Common Stock
SANTA CLARA, Calif.--(BUSINESS WIRE)--Oklo Inc. ('Oklo' or the 'Company') (NYSE: OKLO), an advanced nuclear technology company, today announced the commencement of an underwritten public offering of $400 million of shares of its common stock, $0.0001 par value ('common stock'), by the Company. The Company also expects to grant the underwriters a 30-day option to purchase up to an additional $60 million of shares of common stock from the Company.
The Company intends to use net proceeds of the offering for general corporate purposes, working capital and capital expenditures, and potential future investments.
The offering is subject to general market conditions, and there can be no assurances as to whether or when the offering may be completed, or as to the size or terms of the offering.
Goldman Sachs & Co. LLC and BofA Securities are acting as lead book-running managers for the proposed offering. Citigroup and J.P. Morgan are acting as book-running managers for the proposed offering. The offering is expected to close on June 16, 2025, subject to customary closing conditions.
A registration statement on Form S-3 (including the accompanying prospectus) relating to the proposed offering of common stock has been filed with the Securities and Exchange Commission (the 'SEC') but has not yet become effective. The common stock may not be sold, nor may offers to buy be accepted, prior to the time the registration statement becomes effective. Copies of the prospectus supplement relating to the offering, when filed, may be obtained on the SEC's website located at https://www.sec.gov. When available, copies of the prospectus supplement related to the offering may also be obtained from: Goldman Sachs & Co. LLC, Attention: Prospectus Department, 200 West Street, New York, New York 10282, telephone: 1-866-471-2526, facsimile: 212-902-9316 or by emailing prospectus-ny@ny.email.gs.com; BofA Securities, NC1-022-02-25, 201 North Tryon Street, Charlotte, NC 28255-0001, Attn: Prospectus Department; Email: dg.prospectus_requests@bofa.com; Citigroup, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 (Tel: 800-831-9146) or J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 or by email at prospectus-eq_fi@jpmchase.com and postsalemanualrequests@broadridge.com. The final terms of the offering will be disclosed in the final prospectus supplement to be filed with the SEC.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy the shares of the Company's common stock or any other securities, nor shall there be any sale of such shares of common stock or any other securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction. Any offers, solicitations or offers to buy, or any sales of securities will be made in accordance with the registration requirements of the U.S. Securities Act of 1933, as amended.
About Oklo
Oklo Inc. is developing fast fission power plants to deliver clean, reliable, and affordable energy at scale; establishing a domestic supply chain for critical radioisotopes; and advancing nuclear fuel recycling to convert nuclear waste into clean energy. Oklo was the first to receive a site use permit from the U.S. Department of Energy for a commercial advanced fission plant, was awarded fuel material from Idaho National Laboratory, and submitted the first custom combined license application for an advanced reactor to the U.S. Nuclear Regulatory Commission. Oklo is also developing advanced fuel recycling technologies in collaboration with the U.S. Department of Energy and U.S. National Laboratories.
Forward-Looking Statements
This press release includes statements that express Oklo's opinions, expectations, objectives, beliefs, plans, intentions, strategies, assumptions, forecasts or projections regarding future events or future results and therefore are, or may be deemed to be, 'forward-looking statements.' The words 'anticipate,' 'believe,' 'continue,' 'can,' 'could,' 'estimate,' 'expect,' 'intends,' 'may,' 'might,' 'plan,' 'possible,' 'potential,' 'predict,' 'project,' 'should,' 'would' or, in each case, their negative or other variations or comparable terminology, and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this press release and include statements regarding our intentions, beliefs or current expectations concerning, among other things, the benefits of the proposed acquisition, results of operations, financial condition, liquidity, prospects, growth, strategies and the markets in which Oklo operates. Such forward-looking statements are based on information available as of the date of this press release, and current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties.
As a result of a number of known and unknown risks and uncertainties, the actual results or performance of Oklo may be materially different from those expressed or implied by these forward-looking statements. The following important risk factors could affect Oklo's future results and cause those results or other outcomes to differ materially from those expressed or implied in the forward-looking statements: risks related to the proposed offering, including the expected closing of the proposed offering; risks related to the development and deployment of Oklo's powerhouses; the risk that Oklo is pursuing an emerging market, with no commercial project operating, regulatory uncertainties; risks related to acquisitions, divestitures, or joint ventures we may engage in; the potential need for financing to construct plants; market, financial, political and legal conditions; the effects of competition; risks related to accessing HALEU and recycled fuels; risks related to our supply chain; risks related to power purchase agreements; risks related to human capital; risks related to our intellectual property; risks related to cybersecurity and data privacy; changes in applicable laws or regulations; the outcome of any government and regulatory proceedings and investigations and inquiries; the risk that the acquisition of Atomic Alchemy fails to produce the expected benefits; and those factors found in Oklo's most recent Annual Report on Form 10-K, and any subsequent Quarterly Report on Form 10-Q or Current Report on Form 8-K, and in the other documents filed by Oklo from time to time with the SEC.
The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties of the other documents filed by Oklo from time to time with the SEC. The forward-looking statements contained in this press release are based on current expectations and beliefs concerning future developments and their potential effects on Oklo. There can be no assurance that future developments affecting Oklo will be those that Oklo has anticipated. Oklo undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
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