Opening the filing
8-K
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 1.01. Entry into a Material Definitive Agreement.
On September 11, 2026, Oklo Inc. (the “Company”) entered into an equity distribution agreement (the “Sales Agreement”)
with Goldman Sachs & Co. LLC, BofA Securities, Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, Barclays Capital Inc., Cantor Fitzgerald & Co., Guggenheim Securities, LLC, Canaccord Genuity LLC and B. Riley Securities, Inc. under which the Company may offer and sell, from time to time in its sole discretion, shares of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), with aggregate gross sales proceeds of up to $1,000,000,000 through an “at the market” equity offering program under which Goldman Sachs & Co. LLC, BofA Securities, Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, Barclays Capital Inc., Cantor Fitzgerald & Co., Guggenheim Securities, LLC, Canaccord Genuity LLC and B. Riley Securities, Inc. will act as the agents (each, a “Sales Agent” and collectively, the “Sales Agents”).
Sales, if any, of Common Stock under the Sales Agreement may be made in ordinary brokers’ transactions, to or through a market maker, on or through the New York Stock Exchange or any other market venue where the securities may be traded, in the over-the-counter market, in privately negotiated transactions, in block trades, in transactions that are deemed to be “at the market offerings” as defined in Rule 415(a)(4) under the Securities Act or through a combination of any such methods of sale. The Sales Agents may also sell Common Stock by any other method permitted by law.
The securities may be sold at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices. The Company will designate the maximum amount of Common Stock to be sold through the Sales Agents on a daily basis or otherwise as the Company and the Sales Agents agree and the minimum price per share at which such Common Stock may be sold. Subject to the terms and conditions of the Sales Agreement, the Sales Agents will use their reasonable efforts consistent with their normal sales and trading practices to sell on the Company’s behalf all of the designated shares of Common Stock. The Company may instruct the Sales Agents not to sell any Common Stock if the sales cannot be effected at or above the price designated by the Company in any such instruction.
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of any offer to buy the securities discussed herein, nor shall there be any offer, solicitation or sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
Item 1.02. Termination of Material Definitive Agreement.
On September 10, 2026, the Company delivered written notice of its intention to terminate the Equity Distribution Agreement, dated as of May 13, 2026 (the “Prior Sales Agreement”), by and among the Company and each of Goldman Sachs & Co. LLC, BofA Securities, Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, Barclays Capital Inc., Cantor Fitzgerald & Co., Guggenheim Securities, LLC, Canaccord Genuity LLC and William Blair & Company, L.L.C. (collectively, the “Prior Sales Agents”).
The termination of the Prior Sales Agreement was effective as of the close of business on September 10, 2026. As previously reported, pursuant to the terms of the Prior Sales Agreement and the related prospectus supplement filed with the SEC on May 13, 2026, the Company could offer and sell shares of its Common Stock having an aggregate offering price of up to $1,000,000,000, from time to time through the Prior Sales Agents. The Company is not subject to any termination penalties related to the termination of the Prior Sales Agreement.
The Company sold 17,971,448 shares of its Common Stock for gross proceeds of approximately $1,000,000,000 pursuant to the Prior Sales Agreement through the termination date of such Prior Sales Agreement. The Company will not make any further sales of shares of its Common Stock under the Prior Sales Agreement and the related prospectus supplement.
Item 9.01 Financial Statements and Exhibits (d) Exhibits. The following exhibits are included in this report:
No.