oklo-20250630

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 June 30, 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 147,609,194 shares of Class A common stock outstanding as of August 8, 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	9
	Notes to the Condensed Consolidated Financial Statements	10
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	22
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	32
Item 4.	Controls and Procedures	32
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	34
Item 1A.	Risk Factors	34
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	34
Item 3.	Defaults Upon Senior Securities	34
Item 4.	Mine Safety Disclosures	34
Item 5.	Other Information	34
Item 6.	Exhibits	35
SIGNATURES		31


	As of
	June 30, 2025		December 31, 2024
Assets
Current assets:
Cash and cash equivalents	$	226,771	$	97,132
Marketable debt securities	307,654		130,682
Prepaid and other current assets	8,237		4,125
Total current assets	542,662		231,939
Marketable debt securities	148,540		47,473
Property and equipment, net	3,711		1,202
Operating lease right-of-use assets	1,790		982
Indefinite-lived intangible assets	27,500		—
Goodwill	6,720		—
Other assets	161		140
Total assets	$	731,084	$	281,736
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	2,340	$	2,970
Accrued expenses and other	4,420		1,885
Operating lease liabilities	854		481
Total current liabilities	7,614		5,336
Operating lease liabilities, net of current portion	1,010		543

Right of first refusal liability	25,000		25,000
Deferred tax liabilities	1,049		-
Total liabilities	34,673		30,879
Commitments and contingencies (Note 12)
Stockholders' equity:
Class A common stock, $0.0001 par value – 500,000,000 shares authorized; 147,595,514 and 137,706,596 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively	15		14
Additional paid-in capital	864,677		383,739
Accumulated deficit	(169,604)		(135,109)
Accumulated other comprehensive income	1,323		2,213
Total stockholders’ equity	696,411		250,857
Total liabilities and stockholders’ equity	$	731,084	$	281,736


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Operating expenses
Research and development	$	11,468	$	10,719	$	19,314	$	14,379
General and administrative	16,547		7,052		26,575		10,762
Total operating expenses	28,015		17,771		45,889		25,141
Loss from operations	(28,015)		(17,771)		(45,889)		(25,141)
Other income (loss)
Change in fair value of simple agreements for future equity	—		(11,071)		—		(27,864)
Interest and dividend income, net	3,761		1,716		7,414		1,857
Total other income (loss)	3,761		(9,355)		7,414		(26,007)
Loss before income taxes	(24,254)		(27,126)		(38,475)		(51,148)
Income taxes	(431)		(164)		3,980		(164)
Net loss	$	(24,685)	$	(27,290)	$	(34,495)	$	(51,312)


Net loss per share:
Basic and diluted - Class A common stock	$	(0.18)	$	(0.27)	$	(0.25)	$	(0.61)


Weighted-average common shares outstanding - basic and diluted - Class A common stock	140,085,498		100,021,539		139,103,193		85,170,891


	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
Exercise of stock options		697,177		—		628			—		—		628
Issuance of common stock for restricted stock units		42,866		—		—			—		—		—
Issuance of common stock in connection with public offering		7,666,667		1		440,101			—		—		440,102
Stock-based compensation		—		—		11,365			—		—		11,365
Change in unrealized loss on marketable debt securities		—		—		—			—		(329)		(329)
Net loss		—		—		—			(24,685)		—		(24,685)
Balance as of June 30, 2025		147,595,514		$	15	$	864,677		$	(169,604)	$	1,323	$	696,411


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



	June 30, 2025 (unaudited)		December 31, 2024
Prepaid expense	$	5,248	$	2,119
Costs-share receivables	189		600
Accrued interest receivable	2,637		1,138
Refundable deposit	125		125
Other	38		143
Total prepaid and other current assets	$	8,237	$	4,125


Remaining 2025	$	486
2026	990
2027	203
2028	191
2029	199
Thereafter	34
Minimum lease payments	2,103
Less imputed interest	(239)
Present value of operating lease liabilities	$	1,864
Current portion of operating lease liabilities	$	854
Noncurrent portion of operating lease liabilities	1,010
Total operating lease liabilities	$	1,864


	As of June 30, 2025
	Amortized Cost		Unrealized Gains		Unrealized Losses (1)		Fair Value		Cash and Cash Equivalents		Current Marketable Securities		Noncurrent Marketable Securities
Cash	$	—	$	—	$	—	$	—	$	3,443	$	—	$	—
Level 1:
Money market funds	—		—		—		—		223,328		—		—
U.S. Treasury securities	386,149		1,256		(3)		387,402		—		238,862		148,540
Subtotal	386,149		1,256		(3)		387,402		223,328		238,862		148,540
Level 2 (2):
Commercial paper	68,722		70		—		68,792		—		68,792		—
Total	$	454,871	$	1,326	$	(3)	$	456,194	$	226,771	$	307,654	$	148,540


	As of December 31, 2024
	Amortized Cost (1)		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


	As of
	June 30, 2025 (unaudited)		December 31, 2024
Computers and equipment	$	366	$	366
Furniture, fixtures and machinery	242		146
Software	1,020		1,020
Leasehold improvements	62		45
Total property and equipment, gross	1,690		1,577
Less accumulated depreciation and amortization	(624)		(375)
Construction in progress	2,645		—
Total property and equipment, net	$	3,711	$	1,202

SEC Form 10-Q filed by Oklo Inc.