oklo-20250331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2025


o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 001-40583

Oklo Inc.

(Exact name of registrant as specified in its charter)


Delaware	86-2292473
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

3190 Coronado Dr. Santa Clara, CA	(650) 550-0127	95054
(Address of principal executive offices)		(Zip Code)

(Registrant's telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A common stock, par value $0.0001 per share	OKLO	New York Stock Exchange

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	o	Accelerated filer	o

Non-accelerated filer	x	Smaller reporting company	x

		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.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

The registrant had 139,205,199 shares of Class A common stock outstanding as of May 9, 2025.

TABLE OF CONTENTS


		Page
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS		3

PART I. FINANCIAL INFORMATION
Item 1.	Unaudited Financial Statements	4
	Condensed Consolidated Balance Sheets	4
	Condensed Consolidated Statements of Operations	5
	Condensed Consolidated Statements of Comprehensive Loss	6
	Condensed Consolidated Statements of Stockholders’ Equity (Deficit)	7
	Condensed Consolidated Statements of Cash Flows	8
	Notes to the Condensed Consolidated Financial Statements	9
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	19
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	27
Item 4.	Controls and Procedures	27
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	29
Item 1A.	Risk Factors	29
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	30
Item 3.	Defaults Upon Senior Securities	30
Item 4.	Mine Safety Disclosures	30
Item 5.	Other Information	30
Item 6.	Exhibits	31
SIGNATURES		31


	As of
	March 31, 2025		December 31, 2024
Assets
Current assets:
Cash and cash equivalents	$	90,078	$	97,132
Marketable debt securities	110,940		130,682
Prepaid and other current assets	3,888		4,125
Total current assets	204,906		231,939
Marketable debt securities	59,670		47,473
Property and equipment, net	1,450		1,202
Operating lease right-of-use assets	1,743		982
Indefinite-lived intangible assets	27,500		—
Goodwill	6,720		—
Other assets	157		140
Total assets	$	302,146	$	281,736
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	1,430	$	2,970
Accrued expenses and other	3,544		1,885
Operating lease liabilities	681		481
Total current liabilities	5,655		5,336
Operating lease liabilities, net of current portion	1,112		543

Right of first refusal liability	25,000		25,000
Deferred tax liabilities	1,049		—
Total liabilities	32,816		30,879
Commitments and contingencies (Note 15)
Stockholders' equity:
Class A common stock, $0.0001 par value – 500,000,000 shares authorized; 139,188,804 and 137,706,596 shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively	14		14
Additional paid-in capital	412,583		383,739
Accumulated deficit	(144,919)		(135,109)
Accumulated other comprehensive income	1,652		2,213
Total stockholders’ equity	269,330		250,857
Total liabilities and stockholders’ equity	$	302,146	$	281,736


	Three Months Ended March 31,
		2025		2024
Operating expenses
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)
Other income (loss)
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 - Class A common stock		$	(0.07)	$	(0.34)


Weighted-average common shares outstanding - basic and diluted - Class A common stock		138,109,974		70,320,242


	Class A Common Stock	Additional Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive Income			Total Stockholders’ Equity
			Shares					Par Value
Balance as of January 1, 2025		137,706,596		$	14	$	383,739		$	(135,109)	$	2,213	$	250,857
Exercise of stock options		318,921		—		720			—		—		720
Issuance of common stock in connection with acquisition of business		820,840		—		27,408			—		—		27,408
Issuance of restricted stock in connection with acquisition of business		274,339		—		—			—		—		—
Issuance of common stock for restricted stock units		134,832		—		—			—		—		—
Common stock withheld for taxes		(66,724)		—		(1,595)			—		—		(1,595)
Stock-based compensation		—		—		2,311			—		—		2,311
Change in unrealized loss on marketable debt securities		—		—		—			—		(561)		(561)
Net loss		—		—		—			(9,810)		—		(9,810)
Balance as of March 31, 2025		139,188,804		$	14	$	412,583		$	(144,919)	$	1,652	$	269,330


Cash	$	1,016
Common stock	27,408
Total purchase consideration	$	28,424


Cash	$	116
Prepaid expenses	99
Property and equipment	40
Operating lease right-of-use assets	19
Indefinite-lived intangible assets	27,500
Goodwill	6,720
Operating lease liability	(19)
Other current liabilities	(268)
Deferred tax liabilities	(5,783)
Net assets acquired	$	28,424



	March 31, 2025 (unaudited)		December 31, 2024
Prepaid expense	$	1,960	$	2,119
Costs-share receivables	307		600
Accrued interest receivable	1,336		1,138
Refundable deposit	125		125
Other	160		143
Total prepaid and other current assets	$	3,888	$	4,125



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
Total operating lease liabilities	$	1,793


	As of March 31, 2025
	Amortized Cost		Unrealized Gains		Unrealized Losses (1)		Fair Value		Cash and Cash Equivalents		Current Marketable Securities		Noncurrent Marketable Securities
Cash	$	—	$	—	$	—	$	—	$	4,675	$	—	$	—
Level 1:
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


	As of December 31, 2024
	Amortized Cost		Unrealized Gains		Unrealized Losses (1)		Fair Value		Cash and Cash Equivalents		Current Marketable Securities		Noncurrent Marketable Securities
Cash	$	—	$	—	$	—	$	—	$	3,020	$	—	$	—
Level 1:
Money market funds	—		—		—		—		94,112		—		—
U.S. Treasury securities	156,040		1,688		(6)		157,722		—		110,249		47,473
Subtotal	156,040		1,688		(6)		157,722		94,112		110,249		47,473
Level 2 (2):
Commercial paper	19,902		531		—		20,433		—		20,433		—
Total	$	175,942	$	2,219	$	(6)	$	178,155	$	97,132	$	130,682	$	47,473


Due within 1 year	$	110,940
Due after 1 year through 5 years	59,670
Total fair value	$	170,610


	As of
	March 31, 2025 (unaudited)		December 31, 2024
Computers and equipment	$	366	$	366
Furniture, fixtures and machinery	470		146
Software	1,020		1,020
Leasehold improvements	93		45
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


	Restricted Stock		Option Awards		Totals
Unrecognized compensation cost	$	33,098	$	8,861	$	41,959
Weighted-average period over which cost is expected to be recognized (in years)	3.45		3.50		3.46


Exhibit Number						Description
3.1						Second Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K, filed with the SEC on May 13, 2024).
3.2						Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 of the Company’s Current Report on Form 8-K, filed with the SEC on May 13, 2024).
31.1*						Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*						Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**						Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*						Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).
101.SCH*						Inline XBRL Taxonomy Extension Schema Document.
101.CAL*						Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.LAB*						Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*						Inline XBRL Taxonomy Extension Presentation Linkbase Document.
101.DEF *						Inline XBRL Taxonomy Extension Definition Linkbase Document.
104						The cover page from the Registrant's Quarterly Report on Form 10-Q for the qurterly period ended March 31, 2025, formatted in Inline XBRL (included as Exhibit 101).


		Oklo Inc.
		(Registrant)

Date: May 13, 2025	By:	/s/ JACOB DEWITTE
		Jacob DeWitte
		Chief Executive Officer and Director
		(Principal Executive Officer)

Date: May 13, 2025	By:	/s/ R. CRAIG BEALMEAR
		R. Craig Bealmear
		Chief Financial Officer
		(Principal Financial Officer)


	Three Months Ended March 31,
(in thousands)	2025		2024
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


	Three Months Ended March 31,				2025 versus 2024
(in thousands)	2025		2024		$ Change		% Change
Operating expenses
Research and development	$	7,846	$	3,660	$	4,186	114.4	%
General and administrative	10,028		3,710		6,318		170.3	%
Total operating expenses	17,874		7,370		10,504		142.5	%
Loss from operations	(17,874)		(7,370)		(10,504)		142.5	%
Other (income) loss
Change in fair value of simple agreement for future equity	—		(16,793)		16,793		NM
Interest and dividend income	3,653		141		3,512		NM
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	%)


Period	Total number of shares (or units) purchased (1)	Average price paid per share (or unit)		Total number of shares (or units) purchased as part of publicly announced plans or programs	Maximum number (or approximate dollar value) of shares (or units) that may yet be purchased under the plans or programs
January 1 - 31, 2025	—	$	—	—	—
February 1 - 28, 2025	—	$	—	—	—
March 1 - 31, 2025	66,724	$	23.95	—	—
Total	66,724	$	23.95	—	—

SEC Form 10-Q filed by Oklo Inc.