Oklo(OKLO) - 2025 Q1 - Quarterly Report

Special Note Regarding Forward-Looking Statements This note clarifies forward-looking statements regarding future performance, cautioning that actual results may differ due to various risks Forward-Looking Statements Disclosure This disclosure details forward-looking statements on future performance, highlighting risks and the Company's non-obligation to update them - Forward-looking statements cover business strategy, future revenues, market growth, capital requirements, product introductions, expansion plans, and funding adequacy[12] - Actual outcomes may differ materially from forward-looking statements due to known and unknown risks, trends, uncertainties, and factors beyond the Company's control[13] - Key risks include development and deployment of powerhouses, emerging market pursuit, regulatory uncertainties, financing needs, competition, access to HALEU and recycled fuels, supply chain, PPAs, human capital, intellectual property, cybersecurity, and changes in laws/regulations[14] Part I. Financial Information Item 1. Unaudited Financial Statements This section presents Oklo Inc.'s unaudited condensed consolidated financial statements and detailed notes for Q1 2025 and 2024 Condensed Consolidated Balance Sheets Condensed Consolidated Balance Sheets (in thousands) | Item | March 31, 2025 (in thousands) | December 31, 2024 (in thousands) | | :--------------------------------- | :------------- | :---------------- | | Assets | | | | Cash and cash equivalents | $90,078 | $97,132 | | Marketable debt securities (current) | $110,940 | $130,682 | | Total current assets | $204,906 | $231,939 | | Marketable debt securities (non-current) | $59,670 | $47,473 | | Property and equipment, net | $1,450 | $1,202 | | Indefinite-lived intangible assets | $27,500 | — | | Goodwill | $6,720 | — | | Total assets | $302,146 | $281,736 | | Liabilities | | | | Accounts payable | $1,430 | $2,970 | | Accrued expenses and other | $3,544 | $1,885 | | Total current liabilities | $5,655 | $5,336 | | Right of first refusal liability | $25,000 | $25,000 | | Total liabilities | $32,816 | $30,879 | | Stockholders' Equity | | | | Additional paid-in capital | $412,583 | $383,739 | | Accumulated deficit | $(144,919) | $(135,109) | | Total stockholders' equity | $269,330 | $250,857 | Condensed Consolidated Statements of Operations Condensed Consolidated Statements of Operations (in thousands) | Item | Three Months Ended March 31, 2025 (in thousands) | Three Months Ended March 31, 2024 (in thousands) | | :--------------------------------- | :-------------------------------- | :-------------------------------- | | Research and development | $7,846 | $3,660 | | General and administrative | $10,028 | $3,710 | | Total operating expenses | $17,874 | $7,370 | | Loss from operations | $(17,874) | $(7,370) | | Change in fair value of simple agreements for future equity | — | $(16,793) | | Interest and dividend income, net | $3,653 | $141 | | Total other income (loss) | $3,653 | $(16,652) | | Loss before income taxes | $(14,221) | $(24,022) | | Income taxes | $4,411 | — | | Net loss | $(9,810) | $(24,022) | | Net loss per share (Basic and Diluted) | $(0.07) | $(0.34) | | Weighted-average common shares outstanding | 138,109,974 | 70,320,242 | Condensed Consolidated Statements of Comprehensive Loss Condensed Consolidated Statements of Comprehensive Loss (in thousands) | Item | Three Months Ended March 31, 2025 (in thousands) | Three Months Ended March 31, 2024 (in thousands) | | :--------------------------------- | :-------------------------------- | :-------------------------------- | | Net loss | $(9,810) | $(24,022) | | Other comprehensive loss: | | | | Change in unrealized loss on marketable debt securities | $(561) | — | | Total comprehensive loss | $(10,371) | $(24,022) | Condensed Consolidated Statements of Stockholders' Equity (Deficit) Changes in Stockholders' Equity (Deficit) (in thousands) | Item | Three Months Ended March 31, 2025 (in thousands) | Three Months Ended March 31, 2024 (in thousands) | | :--------------------------------- | :-------------------------------- | :-------------------------------- | | Balance as of January 1 | $250,857 | $(34,361) | | Exercise of stock options | $720 | $440 | | Issuance of common stock in connection with acquisition | $27,408 | — | | Stock-based compensation | $2,311 | $667 | | Net loss | $(9,810) | $(24,022) | | Balance as of March 31 | $269,330 | $(57,276) | - Class A common stock shares issued and outstanding increased from 137,706,596 as of December 31, 2024, to 139,188,804 as of March 31, 2025[18] Condensed Consolidated Statements of Cash Flows Condensed Consolidated Statements of Cash Flows (in thousands) | Item | Three Months Ended March 31, 2025 (in thousands) | Three Months Ended March 31, 2024 (in thousands) | | :--------------------------------- | :-------------------------------- | :-------------------------------- | | Net cash used in operating activities | $(12,243) | $(7,287) | | Net cash provided by (used in) investing activities | $6,064 | $(97) | | Net cash (used in) provided by financing activities | $(875) | $35,535 | | Net (decrease) increase in cash and cash equivalents | $(7,054) | $28,151 | | Cash and cash equivalents - end of period | $90,078 | $38,019 | Notes to the Condensed Consolidated Financial Statements Note 1. Nature of Operations and Organization Oklo Inc. develops advanced fission power plants and radioisotope production, reporting significant operating losses and an accumulated deficit despite substantial liquidity - Oklo is developing advanced fission power plants (Aurora powerhouse product line) to produce 15-75 MWe using recycled or fresh nuclear fuel, building on the legacy of the Experimental Breeder Reactor-II[33] - The Company completed a business combination (Recapitalization) on May 9, 2024, with AltC Acquisition Corp., resulting in AltC changing its name to Oklo Inc. and its Class A common stock commencing trading on NYSE under 'OKLO' on May 10, 2024[34][35][36] - On February 28, 2025, Oklo acquired Atomic Alchemy, Inc. to combine expertise in fast reactors and nuclear fuel recycling with radioisotope business for medical, energy, industry, defense, and AI applications[37] Liquidity and Capital Resources (in thousands) | Item | March 31, 2025 (in thousands) | | :--------------------------------- | :------------- | | Cash, cash equivalents and marketable debt securities | $260,688 | | Net loss (three months ended March 31, 2025) | $(9,810) | | Loss from operations (three months ended March 31, 2025) | $(17,874) | | Net cash used in operating activities (three months ended March 31, 2025) | $(12,243) | | Accumulated deficit (as of March 31, 2025) | $(144,919) | - Management believes existing cash, cash equivalents, and marketable debt securities will be sufficient to fund operations for one year following the issuance date of the financial statements[39] Note 2. Summary of Significant Accounting Policies This note details accounting policies, including U.S. GAAP basis, consolidation, EGC status, intangible asset accounting, and new accounting standards - The financial statements are prepared in accordance with U.S. GAAP for interim reporting, with certain information condensed or omitted per SEC rules[41][42] - The Company operates in one reportable segment, primarily focused on research and development for powerhouses, radioisotopes, and nuclear recycling facilities[43] - Consolidated financial statements include Oklo Technologies, Inc., Atomic Alchemy, Inc., and Oklo Power LLC[44] - The Company is an Emerging Growth Company (EGC) and has elected to delay adoption of new or revised financial accounting standards until private companies are required to comply, with EGC status expected to expire by December 31, 2026[50] - Indefinite-lived intangible assets (IPR&D) and goodwill are tested annually for impairment[51][52] - New accounting standards ASU 2023-09 (Income Tax Disclosures) and ASU 2024-03 (Expense Disaggregation) are effective for annual periods beginning after December 15, 2024, and December 15, 2026, respectively, and are being evaluated for impact[53][54][55] Note 3. Business Combination Oklo acquired Atomic Alchemy for $28.4 million to expand into radioisotope production, allocating $27.5 million to IPR&D and $6.7 million to goodwill - Oklo acquired Atomic Alchemy, Inc. on February 28, 2025, to integrate radioisotope production with its fast reactor and nuclear fuel recycling expertise[56][118] Atomic Alchemy Acquisition Purchase Price (in thousands) | Component | Amount (in thousands) | | :------------------------ | :----- | | Cash | $1,016 | | Common stock | $27,408 | | Total purchase consideration | $28,424 | Preliminary Purchase Price Allocation (in thousands) | Asset/Liability | Fair Value (in thousands) | | :--------------------------------- | :--------- | | Cash | $116 | | Prepaid expenses | $99 | | Property and equipment | $40 | | Operating lease right-of-use assets | $19 | | Indefinite-lived intangible assets (IPR&D) | $27,500 | | Goodwill | $6,720 | | Operating lease liability | $(19) | | Other current liabilities | $(268) | | Deferred tax liabilities | $(5,783) | | Net assets acquired | $28,424 | - The IPR&D consists of two projects, Abundantia ($4.6 million) and Meitner ($22.9 million), with different revenue timelines and regulatory requirements[60][62] - The acquisition of Atomic Alchemy is not material to the Company's condensed consolidated financial statements, with no revenue and an immaterial loss from operations included for the three months ended March 31, 2025[64] Note 4. Balance Sheet Components This note details changes in prepaid assets, property and equipment, and accrued liabilities between December 2024 and March 2025 Prepaid and Other Current Assets (in thousands) | Item | March 31, 2025 (in thousands) | December 31, 2024 (in thousands) | | :------------------------ | :------------- | :---------------- | | Prepaid expense | $1,960 | $2,119 | | Costs-share receivables | $307 | $600 | | Accrued interest receivable | $1,336 | $1,138 | | Total prepaid and other current assets | $3,888 | $4,125 | Property and Equipment, Net (in thousands) | Item | March 31, 2025 (in thousands) | December 31, 2024 (in thousands) | | :--------------------------------- | :------------- | :---------------- | | Total property and equipment, gross | $1,949 | $1,577 | | Less accumulated depreciation and amortization | $(499) | $(375) | | Total property and equipment, net | $1,450 | $1,202 | | Depreciation and amortization expenses (3 months) | $124 (2025) | $49 (2024) | Accrued Expenses and Other (in thousands) | Item | March 31, 2025 (in thousands) | December 31, 2024 (in thousands) | | :------------------------ | :------------- | :---------------- | | Accrued professional fees | $1,380 | $652 | | Accrued payroll and bonuses | $1,177 | $636 | | Franchise and income taxes payable | $506 | $202 | | Total accrued expenses and other | $3,544 | $1,885 | Note 5. Leases Oklo Inc. reports increased operating lease costs, a 37-month weighted-average lease term, and $1.79 million in operating lease liabilities Operating Lease Costs (in thousands) | Item | Three Months Ended March 31, 2025 (in thousands) | Three Months Ended March 31, 2024 (in thousands) | | :--------------------------------- | :-------------------------------- | :-------------------------------- | | Operating lease costs during the period | $160 | $90 | | Cash payments for operating lease liabilities | $150 | $57 | | Operating lease liabilities arising from ROU assets | $890 | — | | Total operating lease costs (including month-to-month) | $231 | $90 | - Weighted-average remaining lease term as of March 31, 2025, was 37 months, with a weighted-average discount rate of 8.97%[72] Maturities of Operating Lease Liabilities (in thousands) as of March 31, 2025 | Period | Amount (in thousands) | | :--------------------------------- | :----- | | Remaining 2025 | $604 | | 2026 | $825 | | 2027 | $203 | | Thereafter | $424 | | Minimum lease payments | $2,056 | | Less imputed interest | $(263) | | Present value of operating lease liabilities | $1,793 | | Current portion of operating lease liabilities | $681 | | Noncurrent portion of operating lease liabilities | $1,112 | Note 6. Financial Instruments This note details cash, cash equivalents, and marketable debt securities, totaling $170.6 million in fair value as of March 31, 2025 Cash, Cash Equivalents and Marketable Debt Securities (in thousands) as of March 31, 2025 | Category | Amortized Cost (in thousands) | Unrealized Gains (in thousands) | Unrealized Losses (in thousands) | Fair Value (in thousands) | Cash and Cash Equivalents (in thousands) | Current Marketable Securities (in thousands) | Noncurrent Marketable Securities (in thousands) | | :------------------------ | :------------- | :--------------- | :---------------- | :--------- | :------------------------ | :---------------------------- | :------------------------------- | | Cash | — | — | — | — | $4,675 | — | — | | Money market funds | — | — | — | — | $85,403 | — | — | | U.S. Treasury securities | $168,958 | $1,652 | — | $170,610 | — | $110,940 | $59,670 | | Total | $168,958 | $1,652 | — | $170,610 | $90,078 | $110,940 | $59,670 | Marketable Debt Securities by Contractual Maturity (in thousands) as of March 31, 2025 | Maturity | Fair Value (in thousands) | | :--------------------------------- | :--------- | | Due within 1 year | $110,940 | | Due after 1 year through 5 years | $59,670 | | Total fair value | $170,610 | Note 7. Simple Agreements for Future Equity SAFEs were converted to common stock upon Recapitalization, with no outstanding SAFEs as of March 31, 2025, and a prior year $16.8 million loss from fair value changes - SAFEs were converted into common stock upon the Recapitalization on May 9, 2024, with no SAFEs outstanding as of March 31, 2025[81][149] - During the three months ended March 31, 2024, the Company issued SAFE notes for $10.2 million in cash proceeds, and the change in fair value resulted in a $16.8 million loss[82][83][145] Note 8. Right of First Refusal Liability Oklo granted a third party a ROFR for 100-500 MWe energy output over 20 years, receiving a $25 million upfront payment recorded as a liability - Oklo granted a third party a right of first refusal (ROFR) for 100 MWe to 500 MWe of energy output from its powerhouses for 20 years, with renewal options[84][85] - In March 2024, the Company received a $25 million nonrefundable upfront payment for the ROFR, which is recorded as a liability and will be attributed to future power delivery[85] - As of March 31, 2025, the outstanding balance under the right of first refusal liability remained $25 million[85] Note 9. Stockholders' Equity (Deficit) Oklo Inc. is authorized for 500 million common and 1 million preferred shares, with recent issuances from options and RSUs, and shares withheld for taxes - The Company is authorized to issue 500,000,000 shares of common stock and 1,000,000 shares of preferred stock; no preferred stock is issued or outstanding[86] Common Stock Issuances and Withholdings (Three Months Ended March 31) | Activity | 2025 Shares | 2025 Proceeds (in thousands) | 2024 Shares | 2024 Proceeds (in thousands) | | :--------------------------------- | :---------- | :--------------------------- | :---------- | :--------------------------- | | Exercise of stock options | 318,921 | $720 | 1,345,625 | $440 | | Issuance from restricted stock units | 134,832 | — | — | — | | Common stock withheld for taxes | (66,724) | $(1,595) | — | — | Note 10. Stock-Based Compensation Stock-based compensation expense rose to $2.3 million, with $42.0 million unrecognized compensation expected over 3.46 years Stock-Based Compensation Expense (in thousands) | Category | Three Months Ended March 31, 2025 (in thousands) | Three Months Ended March 31, 2024 (in thousands) | | :--------------------------------- | :-------------------------------- | :-------------------------------- | | Research and development | $973 | $394 | | General and administrative | $1,338 | $273 | | Total costs charged to operations | $2,311 | $667 | - Approximately 740,000 awards (restricted stock and restricted stock units) with a grant date fair market value of $26 million were granted during the three months ended March 31, 2025[90] Unrecognized Stock-Based Compensation Expense (in thousands) as of March 31, 2025 | Award Type | Unrecognized Compensation Cost (in thousands) | Weighted-Average Period (Years) | | :--------------------------------- | :----------------------------- | :------------------------------ | | Restricted Stock | $33,098 | 3.45 | | Option Awards | $8,861 | 3.50 | | Totals | $41,959 | 3.46 | Note 11. Income Taxes Oklo Inc.'s effective income tax rate increased to 30.3% due to a $4.4 million benefit and deferred tax liabilities, with a valuation allowance maintained - The effective income tax rate for the three months ended March 31, 2025, was 30.3%, compared to 0.0% for the same period in 2024[93] - The Company recorded an income tax benefit of $4.4 million for the three months ended March 31, 2025, due to discrete items and the establishment of deferred tax liabilities from the acquisition[94] - A valuation allowance is maintained against most deferred tax assets due to historical operating losses and uncertainty of future taxable income[94] Note 12. Commitments and Contingencies Oklo Inc. has no material contractual obligations or legal proceedings, only cancellable service contracts and a lease option agreement - The Company's contracts with third-party service providers are generally cancellable and not considered contractual obligations[97] - A non-assignable lease option agreement was entered into, with monthly payments of $10 and an early termination fee of $70 if terminated after July 1, 2025, otherwise $120 for the option term[98] - As of March 31, 2025, the Company was not a party to any legal proceedings and was unaware of any material pending or threatened litigation or contingent liabilities[99] Note 13. Segment Information Oklo Inc. operates as a single reportable segment, with net loss as the primary measure for performance and resource allocation - The Company operates in one reportable segment, with management reviewing financial information on an aggregate basis[100] - Net loss is used to allocate resources and evaluate financial performance against historical budgets[100] Note 14. Subsequent Events No material subsequent events affecting financial statements or disclosures were identified through the filing date - No material subsequent events were identified that affected the financial statements or disclosures through the filing date[103] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Management discusses Oklo Inc.'s financial condition and operational results for Q1 2025, covering strategic developments, performance factors, and financial analysis Overview and Business Model Oklo develops Aurora powerhouses (15-75 MWe) using a 'build, own, operate' model for recurring revenue and leads in nuclear fuel recycling - Oklo is developing Aurora powerhouses (15-75 MWe, expandable to 100+ MWe) to produce electricity and heat, utilizing metal-fueled fast reactor technology demonstrated by EBR-II[105][107] - The business model is 'build, own, and operate,' selling power directly to customers via PPAs, which allows for recurring revenue and integrated lifecycle cost management, differentiating it from traditional nuclear industry models[106][112][114][115] - Oklo is a leader in nuclear fuel recycling, aiming to convert used nuclear fuel (which contains over 95% of its energy content) into usable fuel for its reactors, with a commercial-scale facility targeted for the early 2030s[106][116][117] - Significant milestones include securing a site use permit and fuel award from DOE for the Idaho National Laboratory (INL) site, and finalizing an MOA for site investigations[108] - Oklo has a robust pipeline of customer engagements, including non-binding letters of intent with Equinix, Diamondback Energy, Prometheus Hyperscale, and a 12 GW Master Power Agreement with Switch data centers, bringing the total order book to approximately 14,100 MWe[109][110] - The deployment of the first Aurora powerhouse is targeted for completion in late 2027 or early 2028[110] Recent Developments Oklo Inc. acquired Atomic Alchemy for $28.4 million to expand radioisotope production and issued shares for post-combination services - On February 28, 2025, Oklo acquired Atomic Alchemy, Inc. for $28.4 million (approximately $1.0 million cash and $27.4 million in Class A common stock) to combine expertise in fast reactors and nuclear fuel recycling with radioisotope production[118] - In connection with the acquisition, 274,339 shares of common stock were issued for post-combination services, subject to lock-up provisions, vesting conditions, and substantial risk of forfeiture[118] Key Factors Affecting Our Performance Oklo's performance depends on regulatory approvals, managing construction and operational costs amid supply chain risks, and public/political support for nuclear power - Commercial deployment requires obtaining regulatory approvals for design, construction, and operation, with the Company working on an updated custom combined license application after a previous denial[121] - The 'designer, builder, owner, and operator' model exposes the Company to direct costs of building, owning, and operating powerhouses, with cost projections dependent on fuel, raw materials, equipment, and technical/construction service providers[122] - Global supply chain disruptions, inflation, and geopolitical factors (e.g., Ukraine, Israel conflicts) pose risks to deployment timelines and cost fluctuations[46][122] - The nuclear energy industry operates in a politically sensitive environment, and the Company's success depends on public support for nuclear power and stable government policies[125][127] Plan of Operations Oklo's 2025 plan includes advancing regulatory approvals, R&D, site preparation, PPA execution, radioisotope business development, and managing $65-80 million in operating cash outflows - Key initiatives for 2025 include progressing regulatory approval with the NRC for the Combined License Application and commercial fuel fabrication, continuing fuel recycling R&D, and working with INL on fuel manufacturing[126] - Operational plans involve advancing partnerships for fuel enrichment and fabrication, executing non-fuel supply chain elements, progressing engineering procurement and construction, and initiating site preparation for announced facilities[126] - The Company aims to negotiate and execute additional letters of intent and convert non-binding agreements into binding power purchase agreements with customers[126] - Development and execution of plans for the radioisotope business and scaling production by Atomic Alchemy are also key objectives[126] - Expected total net cash used in operating activities for 2025 is in the range of $65.0 million to $80.0 million[124] Key Components of Results of Operations This section details Oklo's operating expenses (R&D, G&A), other income/loss, and income taxes, explaining their drivers and accounting treatment - Operating expenses consist of Research and Development (R&D) and General and Administrative (G&A) expenses[128] - R&D expenses, including personnel, software, hardware, and consulting costs, are expensed as incurred, with partial reimbursements from DOE's ARPA-E and TCF cost-share projects[129][130] - G&A expenses, covering personnel, regulatory fees, intellectual property, and professional services, are anticipated to increase due to workforce expansion and public company operating costs[131] - Other income (loss) includes interest and dividend income and changes in fair value of simple agreements for future equity (SAFEs)[132] - Income taxes primarily consist of taxes in certain jurisdictions and adjustments to the valuation allowance related to deferred tax liabilities from business acquisitions[133] Liquidity and Capital Resources Oklo Inc. holds $260.7 million in liquidity, deemed sufficient for one year despite a $9.8 million net loss and $144.9 million accumulated deficit - As of March 31, 2025, cash, cash equivalents, and marketable debt securities totaled $260.7 million[134] Key Liquidity Metrics (Three Months Ended March 31, 2025, in millions) | Metric | Amount (in millions) | | :--------------------------------- | :----- | | Net loss | $(9.8) | | Loss from operations | $(17.9) | | Net cash used in operating activities | $(12.2) | | Accumulated deficit (as of March 31, 2025) | $(144.9) | - Management expects existing liquidity to be sufficient to fund operations for the one-year period following the issuance date of the financial statements[135] - The Company has no off-balance sheet arrangements except for a lease option agreement and no material commitments or contractual obligations other than operating leases for office space[136][137] Cash Flows Comparison Operating cash outflows increased to $12.2 million, investing activities provided $6.1 million, and financing activities shifted to a $0.9 million use Consolidated Sources and Uses of Cash (in thousands) | Activity | Three Months Ended March 31, 2025 (in thousands) | Three Months Ended March 31, 2024 (in thousands) | | :--------------------------------- | :-------------------------------- | :-------------------------------- | | Net cash used in operating activities | $(12,243) | $(7,287) | | Net cash provided by (used in) investing activities | $6,064 | $(97) | | Net cash (used in) provided by financing activities | $(875) | $35,535 | | Net (decrease) increase in cash and cash equivalents | $(7,054) | $28,151 | | Cash and cash equivalents, end of period | $90,078 | $38,019 | - Operating cash outflows increased by $8.2 million year-over-year, primarily due to higher operating expenses, including $6.8 million for payroll/benefits and $8.8 million for professional services[139] - Investing activities in 2025 were driven by $37.2 million in proceeds from marketable debt securities redemptions, partially offset by $29.9 million in purchases and $0.9 million for business acquisition[140] - Financing activities in 2024 included $25.0 million from right of first refusal liability and $10.2 million from SAFE issuances, which were not present in 2025[144] Results of Operations Oklo Inc. reported a $9.8 million net loss, a significant improvement driven by increased other income, despite a 142.5% rise in operating expenses Results of Operations Summary (in thousands) | Item | Three Months Ended March 31, 2025 (in thousands) | Three Months Ended March 31, 2024 (in thousands) | $ Change (in thousands) | % Change | | :--------------------------------- | :-------------------------------- | :-------------------------------- | :------- | :------- | | Total operating expenses | $17,874 | $7,370 | $10,504 | 142.5% | | Loss from operations | $(17,874) | $(7,370) | $(10,504) | 142.5% | | Total other income (loss) | $3,653 | $(16,652) | $20,305 | (121.9%) | | Loss before income taxes | $(14,221) | $(24,022) | $9,801 | (40.8%) | | Income taxes | $4,411 | — | $4,411 | NM | | Net loss | $(9,810) | $(24,022) | $14,212 | (59.2%) | - Research and development (R&D) expenses increased by $4.2 million (114.4%) due to a 61.4% increase in R&D personnel headcount, higher salaries, $0.6 million in stock-based compensation, and increased professional services and other expenses[146] - General and administrative (G&A) expenses increased by $6.3 million (170.3%) due to a 57.1% increase in G&A personnel headcount, higher salaries, $1.1 million in stock-based compensation, $1.5 million in professional services (legal/accounting), and $1.7 million in travel/entertainment[147][148] - Interest and dividend income increased by $3.5 million due to higher cash, cash equivalents, and marketable debt securities balances[149] - Income taxes for Q1 2025 included a $4.7 million deferred income tax benefit related to acquired deferred tax liabilities and a change in valuation allowance, offset by current income tax expense[150] Critical Accounting Estimates Fair value determination for business acquisitions is a critical accounting estimate, requiring significant judgment, assumptions, and third-party specialist input - Determining fair value for business acquisitions involves significant estimates and assumptions, including discount rates, future revenues, operating costs, and capital costs[151] - The Company engages third-party appraisal firms to assist in evaluating assumptions and measuring the fair value of acquired assets and liabilities[151] Emerging Growth Company Status Oklo Inc. retains EGC status under the JOBS Act, benefiting from reporting exemptions, with status expected to expire by December 31, 2026 - Oklo is an Emerging Growth Company (EGC) under the JOBS Act, benefiting from exemptions from certain public company reporting requirements[152] - The Company has elected to use the extended transition period for complying with new or revised financial accounting standards, aligning with private company requirements[153] - EGC status is expected to expire on December 31, 2026, but could end earlier if the market value of common stock held by non-affiliates exceeds $700 million[152] Recent Accounting Pronouncements No new accounting pronouncements were adopted by the Company during the current reporting period - No new accounting pronouncements have been adopted[154] Item 3. Quantitative and Qualitative Disclosures About Market Risk This item is not applicable as the Company qualifies as a 'smaller reporting company' under SEC Regulation S-K - This item is not applicable to the Company as it is a 'smaller reporting company'[155] Item 4. Controls and Procedures Disclosure controls were ineffective due to a material weakness in complex transactions, with remediation efforts underway and expected completion by December 31, 2025 Evaluation of Disclosure Controls and Procedures Management concluded that disclosure controls and procedures were not effective as of March 31, 2025 - Management concluded that disclosure controls and procedures were not effective as of March 31, 2025[157] Previously Reported Material Weakness A material weakness in infrequent and complex transactions was identified, with remediation efforts underway for completion by December 31, 2025 - A material weakness related to infrequent and complex transactions was identified as of December 31, 2024[158] - Despite the material weakness, management concluded that the unaudited condensed consolidated financial statements fairly present the financial position, results of operations, and cash flows in accordance with U.S. GAAP[159] - Remediation measures include improving management review of third-party information and implementing additional controls for finance and accounting review of third-party agreement amendments, with expected completion by December 31, 2025[160][161] Changes in Internal Control over Financial Reporting No material changes in internal control over financial reporting occurred during the three months ended March 31, 2025 - No material changes in internal control over financial reporting occurred during the three months ended March 31, 2025[162] Inherent Limitations on the Effectiveness of Controls Internal control systems are subject to inherent limitations, including judgment in design and operation, and the inability to eliminate misconduct - The effectiveness of any internal control system is subject to inherent limitations, including judgment in design and operation, and the inability to eliminate misconduct completely[163] Part II. Other Information Item 1. Legal Proceedings Oklo Inc. is not involved in any material pending or threatened legal proceedings that would adversely affect its financial condition - The Company is not subject to any pending or threatened legal proceedings expected to have a material adverse effect on its business or financial condition[165] Item 1A. Risk Factors No material changes to risk factors, but new risks from trade policy changes could increase costs, disrupt supply chains, and impact operations - No material changes to risk factors previously disclosed in the Annual Report on Form 10-K, except as provided[166] - Changes in trade policies (e.g., higher tariffs, restrictions) may increase procurement and operational costs, lead to supply chain disruptions, and introduce new compliance requirements[167] - Attempts to mitigate supply chain disruptions and cost pressures may not be successful, potentially affecting business, financial condition, or operating results[168] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds Oklo Inc. repurchased 66,724 common shares at $23.95 each to satisfy tax withholding obligations for RSU vesting Common Stock Repurchases (Three Months Ended March 31, 2025) | Period | Total Number of Shares Purchased | Average Price Paid Per Share ($) | | :--------------------------------- | :----------------------------- | :--------------------------- | | March 1 - 31, 2025 | 66,724 | $23.95 | | Total | 66,724 | $23.95 | - Repurchases were made to satisfy tax withholding obligations related to the vesting of restricted stock units, not under a publicly announced plan[169] Item 3. Defaults Upon Senior Securities No defaults upon senior securities occurred during the reporting period - No defaults upon senior securities occurred[170] Item 4. Mine Safety Disclosures This item is not applicable to the Company - This item is not applicable to the Company[171] Item 5. Other Information CEO Jacob DeWitte and COO Caroline Cochran adopted Rule 10b5-1 trading plans to sell up to 600,000 common shares each Rule 10b5-1 Trading Plans CEO Jacob DeWitte and COO Caroline Cochran adopted Rule 10b5-1 trading plans to sell up to 600,000 common shares each - CEO Jacob DeWitte adopted a Rule 10b5-1 trading plan on March 31, 2025, to sell up to 600,000 shares of common stock between June 30, 2025, and December 31, 2025[172] - COO Caroline Cochran adopted a Rule 10b5-1 trading plan on March 31, 2025, to sell up to 600,000 shares of common stock between June 30, 2025, and December 31, 2025[173] Item 6. Exhibits This section lists exhibits filed with the Quarterly Report, including corporate documents, officer certifications, and Inline XBRL documents - Exhibits include the Second Amended and Restated Certificate of Incorporation, Amended and Restated Bylaws, Section 302 and 906 certifications, and Inline XBRL documents[176] Signatures Report Signatures The Quarterly Report on Form 10-Q was signed by CEO Jacob DeWitte and CFO R. Craig Bealmear on May 13, 2025 - The report was signed by Jacob DeWitte, Chief Executive Officer and Director, and R. Craig Bealmear, Chief Financial Officer, on May 13, 2025[180]