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    Oklo Inc. filed SEC Form 8-K: Other Events, Financial Statements and Exhibits

    9/3/25 4:15:58 PM ET
    $OKLO
    Electric Utilities: Central
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    Get the next $OKLO alert in real time by email
    false 0001849056 0001849056 2025-09-03 2025-09-03 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

     

     

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    Washington, D.C. 20549

     

    FORM 8-K

     

    CURRENT REPORT

    PURSUANT TO SECTION 13 OR 15(d)

    OF THE SECURITIES EXCHANGE ACT OF 1934

     

    Date of Report (Date of earliest event reported): September 3, 2025

     

    Oklo Inc.

    (Exact name of registrant as specified in its charter)

     

    Delaware   001-40583   86-2292473
    (State or other jurisdiction
    of incorporation)
      (Commission File Number)   (I.R.S. Employer
    Identification No.)

     

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

     

    (650) 550-0127

    (Registrant’s telephone number, including area code)

     

    Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

     

    ¨   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     

    ¨   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     

    ¨   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     

    ¨   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

     

    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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

     

    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. ¨

     

     

     

     

     

     

    Item 8.01.Other Events.

     

    On September 3, 2025, Oklo Inc. (the “Company”) filed with the Securities and Exchange Commission (the “SEC”) a prospectus supplement (the “Prospectus Supplement”) under the Company’s shelf registration statement on Form S-3 (the “Registration Statement”) (File No. 333-287715) that was originally filed with the SEC on June 2, 2025 and was declared effective by the SEC on June 12, 2025 (the “Registration Statement”), relating to the offer and sale of shares of the Company’s Class A common stock, par value $0.0001 per share (“Common Stock”), from time to time having an aggregate offering price of up to $539,999,000 (the “Shares”), pursuant to an Equity Distribution Agreement, dated June 2, 2025 (as amended, the “Sales Agreement”), with Goldman Sachs & Co. LLC, BofA Securities, Inc., B. Riley Securities, Inc. and TD Securities (USA) LLC. The Company previously filed a prospectus supplement with the SEC, dated June 10, 2025 (the “Prior Prospectus Supplement”), relating to the offer and sale of shares of the Company’s Common Stock having an aggregate offering price of up to $400,000,000 pursuant to the Sales Agreement and Prior Prospectus Supplement. Upon the filing of the Prospectus Supplement, the Company will not make any offers or sales of its Common Stock pursuant to the Prior Prospectus Supplement.

     

    As of the date of the Prospectus Supplement, the Company had issued and sold 5,458,953 shares of its Common Stock pursuant to the Sales Agreement and the Prior Prospectus Supplement and accompanying base prospectus for aggregate gross sale proceeds of approximately $400,000,000. Therefore, the Company may sell shares of Common Stock having an aggregate gross sales price of up to approximately $139,999,000 pursuant to the Prospectus Supplement.

     

    Latham & Watkins LLP, counsel to the Company, has issued a legal opinion relating to the Shares. A copy of such legal opinion, including the consent included therein, is attached as Exhibit 5.1 hereto.

     

    The Shares are registered pursuant to the Registration Statement and the base prospectus contained therein, and offerings of the Shares will be made only by means of the Prospectus Supplement. This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy the Shares described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities law of such state or jurisdiction.

     

     

    Item 9.01Financial Statements and Exhibits

     

    (d)           Exhibits

     

    The following exhibits are furnished with this report:

     

    Exhibit No.   Description of Exhibits
         
    1.1   Equity Distribution Agreement, dated June 2, 2025, by and among the Company and Goldman Sachs & Co. LLC, BofA Securities, Inc., B. Riley Securities, Inc. and TD Securities (USA) LLC, incorporated by reference to the Company’s Registration Statement on Form S-3, filed on June 2, 2025.
    5.1   Opinion of Latham & Watkins LLP.
    23.1   Consent of Latham & Watkins LLP (included in Exhibit 5.1 hereto).
    104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

     

    2 

     

     

    SIGNATURES

     

    Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

     

      Oklo Inc.
         
    Date: September 3, 2025 By: /s/ R. Craig Bealmear
      Name: R. Craig Bealmear
      Title: Chief Financial Officer

     

     

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