Overview
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- TickerDBHL on OTC1
- IndustryRefuse Systems1
- HeadquartersPiano, Texas1
- Incorporated inDE2
- Business address5717 Legacy Drive, Suite 250, Office 2079, Piano, Tx 750242
- Filer category, Emerging growth company2
- Legal formCorporation
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Deep Isolation Nuclear, Inc.’s (“Deep Isolation” or the “Company”) mission is to revolutionize the disposal of nuclear waste through the development of innovative solutions for temporary storage and transportation of high-level waste (“HLW”), including spent nuclear fuel (“SNF”), and for permanent disposal of HLW via deep underground boreholes. The world’s current nuclear waste management model is limited to two options: above-ground interim storage and geologic disposal via mined repositories. Both options are extremely costly and, to date, neither has presented a viable, long-term solution to the global nuclear waste disposal problem. There are currently no operational mined repository facilities for the disposal of HLW or SNF; above-ground interim storage, which does not provide a permanent disposal solution, currently is the only waste management solution for HLW and SNF being practi…3 From its latest annual report
Financials
From the company’s reports to the SEC. Every number links to the filing it came from.
Key numbers, fiscal 2025
What sells
Revenue by product, business segment and region, as the company reports it to the SEC.
Business segments
Freestone brought in 59% of the revenue Deep Isolation Nuclear, Inc. broke down this way in fiscal 2025.
Business segments by year
| Business segments | 2024 | 2025 |
|---|---|---|
| Freestone | $4.2M | $3.6M |
| Deep Isolation USEMEA | $2.9M | $2.5M |
Regions
United States brought in 99% of the revenue Deep Isolation Nuclear, Inc. broke down this way in fiscal 2025.
Regions by year
| Regions | 2024 | 2025 |
|---|---|---|
| United States | $6.6M | $6.1M |
| EMEA | $498.0K | $78.0K |
Where the money goes
Where each dollar of revenue went, fiscal 2025
- Research and development4¢$404.0K
- Selling, general and admin96¢$8.8M
- Income tax0¢$1.0K
Out of $6.1M in revenue.4 The company lost money this year.
Financial statements
Every line of the income statement as filed: the last 2 fiscal years, latest first.4
| Period ending | 2025-12-31 | 2024-12-31 |
|---|---|---|
| Revenue | $6.1M | $7.1M |
| Cost of services (exclusive of depreciation shown separately below) | -$2.6M | -$3.7M |
| Gross profit | $3.5M | $3.4M |
| Selling, general and administrative expenses | $8.8M | $4.1M |
| Research and development | $404.0K | $202.0K |
| Depreciation and amortization expense | $115.0K | $110.0K |
| Total operating expenses | $9.3M | $4.5M |
| Loss from operations | -$5.8M | -$1.1M |
| Other income, net | $435.0K | $73.0K |
| Net loss before income taxes | -$5.3M | -$993.0K |
| Provision for income taxes | -$1.0K | -$1.0K |
| Net loss | -$5.3M | -$994.0K |
| Foreign currency translation adjustments | $115.0K | -$18.0K |
| Total other comprehensive loss (income) | $115.0K | -$18.0K |
| Net loss and other comprehensive loss | -$5.2M | -$1.0M |
| Net income (loss) per common share basic (in Dollars per share) | -$0.11 | -$0.02 |
| Net income (loss) per common share diluted (in Dollars per share) | -$0.11 | -$0.02 |
| Weighted average common shares outstanding - basic (in shares) | 48.7M shares | 39.8M shares |
| Weighted average common shares outstanding - diluted (in shares) | 48.7M shares | 39.8M shares |
No quarter-by-quarter statement was filed.
Every line of the balance sheet as filed: the last 4 fiscal years (annual) or 4 quarters (quarterly), latest first.4
| Period ending | 2025-12-31 | 2025-07-31 | 2024-12-31 | 2023-12-31 |
|---|---|---|---|---|
| Cash | $27.4M | $2.1M | ||
| Accounts receivable, net of allowance for credit losses of $118 and $128, respectively | $439.0K | $999.0K | ||
| Contract assets | $275.0K | $111.0K | ||
| Other current assets | $672.0K | $80.0K | ||
| Total current assets | $28.8M | $3.3M | ||
| Property, plant and equipment, net | $128.0K | $55.0K | ||
| Intangible assets, net | $73.0K | $153.0K | ||
| Finance lease right-of-use assets | $11.0K | $14.0K | ||
| Operating lease right-of-use assets | $269.0K | $387.0K | ||
| Goodwill | $182.0K | $182.0K | ||
| Other non-current assets | $140.0K | $0 | ||
| Total assets | $29.6M | $4.1M | ||
| Accounts payable | $1.1M | $174.0K | ||
| Accrued payroll | $774.0K | $519.0K | ||
| Contract liabilities | $150.0K | $0 | ||
| Finance lease liabilities, current | $3.0K | $3.0K | ||
| Operating lease liabilities, current | $125.0K | $116.0K | ||
| Other current liabilities | $101.0K | $112.0K | ||
| Total current liabilities | $2.3M | $924.0K | ||
| Finance lease liabilities, net of current portion | $9.0K | $12.0K | ||
| Operating lease liabilities, net of current portion | $152.0K | $277.0K | ||
| Total liabilities | $2.4M | $1.2M | ||
| Common stock, par value $0.0001 per share, 300,000,000 and 55,550,158 shares authorized; 57,542,113 and 19,996,529 shares issued and outstanding as of December 31, 2025 and 2024, respectively | $6.0K | $4.0K | ||
| Additional paid-in capital | $59.5M | $30.0M | ||
| Accumulated deficit | -$32.5M | -$27.2M | ||
| Accumulated other comprehensive income | $237.0K | $122.0K | ||
| Total stockholders equity | $27.2M | $2.9M | $3.2M | |
| Allowance | $118.0K | $128.0K | ||
| Preferred stock, par value (in Dollars per share) | $0.00 | |||
| Preferred stock, shares authorized (in shares) | 10.0M shares | |||
| Common stock, par value (in Dollars per share) | $0.00 | $0.00 | $0.00 | |
| Common stock, shares authorized (in shares) | 300.0M shares | 300.0M shares | 55.6M shares | |
| Common stock, shares issued (in shares) | 57.5M shares | 57.5M shares | 39.9M shares | |
| Common stock, shares outstanding (in shares) | 57.5M shares | 57.5M shares | 39.9M shares |
| Period ending | 2025-12-31 | 2025-07-31 | 2024-12-31 | 2023-12-31 |
|---|---|---|---|---|
| Cash | $27.4M | $2.1M | ||
| Accounts receivable, net of allowance for credit losses of $118 and $128, respectively | $439.0K | $999.0K | ||
| Contract assets | $275.0K | $111.0K | ||
| Other current assets | $672.0K | $80.0K | ||
| Total current assets | $28.8M | $3.3M | ||
| Property, plant and equipment, net | $128.0K | $55.0K | ||
| Intangible assets, net | $73.0K | $153.0K | ||
| Finance lease right-of-use assets | $11.0K | $14.0K | ||
| Operating lease right-of-use assets | $269.0K | $387.0K | ||
| Goodwill | $182.0K | $182.0K | ||
| Other non-current assets | $140.0K | $0 | ||
| Total assets | $29.6M | $4.1M | ||
| Accounts payable | $1.1M | $174.0K | ||
| Accrued payroll | $774.0K | $519.0K | ||
| Contract liabilities | $150.0K | $0 | ||
| Finance lease liabilities, current | $3.0K | $3.0K | ||
| Operating lease liabilities, current | $125.0K | $116.0K | ||
| Other current liabilities | $101.0K | $112.0K | ||
| Total current liabilities | $2.3M | $924.0K | ||
| Finance lease liabilities, net of current portion | $9.0K | $12.0K | ||
| Operating lease liabilities, net of current portion | $152.0K | $277.0K | ||
| Total liabilities | $2.4M | $1.2M | ||
| Common stock, par value $0.0001 per share, 300,000,000 and 55,550,158 shares authorized; 57,542,113 and 19,996,529 shares issued and outstanding as of December 31, 2025 and 2024, respectively | $6.0K | $4.0K | ||
| Additional paid-in capital | $59.5M | $30.0M | ||
| Accumulated deficit | -$32.5M | -$27.2M | ||
| Accumulated other comprehensive income | $237.0K | $122.0K | ||
| Total stockholders equity | $27.2M | $2.9M | $3.2M | |
| Allowance | $118.0K | $128.0K | ||
| Preferred stock, par value (in Dollars per share) | $0.00 | |||
| Preferred stock, shares authorized (in shares) | 10.0M shares | |||
| Common stock, par value (in Dollars per share) | $0.00 | $0.00 | $0.00 | |
| Common stock, shares authorized (in shares) | 300.0M shares | 300.0M shares | 55.6M shares | |
| Common stock, shares issued (in shares) | 57.5M shares | 57.5M shares | 39.9M shares | |
| Common stock, shares outstanding (in shares) | 57.5M shares | 57.5M shares | 39.9M shares |
Cash flow is reported year to date, not quarter by quarter, so there are no separate quarterly figures.
Every line of the cash flow as filed: the last 2 fiscal years, latest first.4
| Period ending | 2025-12-31 | 2024-12-31 |
|---|---|---|
| Net loss | -$5.3M | -$994.0K |
| Depreciation and amortization expense | $115.0K | $110.0K |
| Interest expense | $1.0K | $1.0K |
| Stock based compensation | $473.0K | $112.0K |
| Gain on debt extinguishment | -$74.0K | $0 |
| Accounts receivable, net | $570.0K | -$499.0K |
| Allowance for credit losses | -$10.0K | $0 |
| Contract assets | -$164.0K | $235.0K |
| Other current assets | -$592.0K | -$49.0K |
| Long-term assets | -$140.0K | $0 |
| Accounts payable | $939.0K | $25.0K |
| Accrued payroll | $255.0K | -$4.0K |
| Other current liabilities | -$126.0K | -$143.0K |
| Contract liabilities | $150.0K | $0 |
| Operating lease right-of-use assets and lease liabilities | $8.0K | $5.0K |
| Net cash used in operating activities | -$3.9M | -$1.2M |
| Purchases of property, plant and equipment | -$105.0K | $0 |
| Cash acquired in reverse acquisition | $7.0K | $0 |
| Net cash used in investing activities | -$98.0K | $0 |
| Payment of finance lease liability | -$3.0K | -$2.0K |
| Proceeds from Offering, net of Offering costs | $28.8M | $0 |
| Proceeds from issuance of Series A Prime Preferred Stock | $0 | $609.0K |
| Payment of share repurchase liability | -$81.0K | $0 |
| Proceeds from exercise of stock options | $435.0K | $0 |
| Net cash provided by financing activities | $29.2M | $607.0K |
| Net change in cash and cash equivalents | $25.2M | -$594.0K |
| Effect of exchange rate on cash and cash equivalents | $115.0K | -$18.0K |
| Issuance of common stock in reverse acquisition | $176.0K | $0 |
No quarter-by-quarter statement was filed.
Corporate structure
Deep Isolation Nuclear, Inc. sits at the top of its group. 1 entity, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.
Major holders of Deep Isolation Nuclear, Inc.
- Mark N. Tompkins Filed SCHEDULE 13G/A on Deep Isolation Nuclear, Inc., latest May 15, 2026 (3 filings since Feb 10, 2023)
- Elizabeth Muller Filed SCHEDULE 13D on Deep Isolation Nuclear, Inc., latest Aug 18, 2025
- Richard Muller Filed SCHEDULE 13G on Deep Isolation Nuclear, Inc., latest Aug 18, 2025
- Robert L. Mercer Filed SCHEDULE 13G on Deep Isolation Nuclear, Inc., latest Aug 14, 2025
- Warren Edward Spieker Jr. Filed SCHEDULE 13G on Deep Isolation Nuclear, Inc., latest Aug 14, 2025
- Ian Seth Jacobs Filed SC 13G on Deep Isolation Nuclear, Inc., latest Feb 13, 2023
- Deep Isolation Nuclear, Inc. Piano, Texas
Built from major holders from Schedules 13D and 13G. Each entity in the chart links to its source.
What it owns
What Deep Isolation Nuclear, Inc. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.
Property and equipment
| Item | Latest | A year before | Change |
|---|---|---|---|
| Property and equipment, before depreciation | $593.0K4 Dec 31, 2025 | $488.0K4 Dec 31, 2024 | +21.5% |
| Accumulated depreciation | $465.0K4 Dec 31, 2025 | $433.0K4 Dec 31, 2024 | +7.4% |
| Property and equipment, net | $128.0K4 Dec 31, 2025 | $55.0K4 Dec 31, 2024 | +132.7% |
| Finance-lease assets | $11.0K4 Dec 31, 2025 | $14.0K4 Dec 31, 2024 | −21.4% |
| Operating-lease assets (leased space) | $269.0K4 Dec 31, 2025 | $387.0K4 Dec 31, 2024 | −30.5% |
Intangibles and goodwill
| Item | Latest | A year before | Change |
|---|---|---|---|
| Goodwill | $182.0K4 Dec 31, 2025 | $182.0K4 Dec 31, 2024 | 0% |
| Intangible assets, net (excluding goodwill) | $73.0K4 Dec 31, 2025 | $153.0K4 Dec 31, 2024 | −52.3% |
| Accumulated amortization | $327.0K4 Dec 31, 2025 | $247.0K4 Dec 31, 2024 | +32.4% |
| Finite-lived intangibles, net | $73.0K4 Dec 31, 2025 | $153.0K4 Dec 31, 2024 | −52.3% |
Properties, in its own words
The Company does not own or lease any material real properties. We currently operate in a decentralized fashion, with all employees primarily working remotely with the exception of Freestone employees. We believe such remote operations provide valuable flexibility to our employees and overhead cost savings for the Company. The Company maintains a nominal office space located in Berkeley, California. Freestone leases an office space in Richland, Washington, where the majority of Freestone employees work.
We plan to continue the remote operation of DI Nuclear, Deep Isolation, Inc., Deep Isolation US LLC, and Deep Isolation EMEA in the near and medium term. We believe our facilities are adequate and suitable for our current needs and that, should it be needed, suitable additional or alternative space will be available to accommodate our operations.
Item 2 of the 10-K filed Mar 30, 2026.3
Leadership
Who has led Deep Isolation Nuclear, Inc., and when. Pick a name to see everywhere that person has worked.
Chief executive
President
Chief financial officer
- Chief executive officerRodney Baltzer Aug 12, 2025 to now10
- PresidentRodney Baltzer Aug 12, 2025 to now10
- Chief financial officerJoseph Eugene Nelson Feb 26, 2026 to now11
Board members and other officers (13)
- Pres, Freestone Env SvcsSteven Airhart Aug 12, 2025 to now12
- CCOChristopher Lombard Parker Aug 18, 2025 to now13
- EVP EngineeringJesse Sloane Aug 18, 2025 to now14
- Chief of Staff, Corp. Sec.Sophie McCallum Sep 9, 2025 to now15
- Board memberRalph L. Hunter Jr. Apr 28, 2026 to now16
- Board memberTepper Leslie Goldman Aug 5, 2025 to now17
- Board memberRodney Baltzer Aug 12, 2025 to now10
- Board memberKent Cole Aug 13, 2025 to now18
- Board memberElizabeth Muller Aug 18, 2025 to now19
- Board memberJonathon Angell Oct 3, 2025 to now20
- Board memberChrista Steele Oct 6, 2025 to now21
- Board memberRenee J. Hornbaker Oct 21, 2025 to now22
- General counselPaula Beck Whitten-Doolin Feb 9, 2026 to now23
Named in SEC Form D filings
People the company listed in its private-offering notices.
- DirectorLeslie Goldman Tepper named Aug 8, 202524
Former names
- Aspen-1 Acquisition Inc.Mar 18, 2022 to Jul 18, 20252
Timeline
- Oct 2, 20268-K Regulation FD disclosure25
- Sep 1, 20268-K Executive or director change26
- Aug 31, 20268-K Executive or director change27
- Aug 6, 20268-K Results of operations28
- Jul 27, 20268-K Regulation FD disclosure29
- Jun 17, 20268-K Shareholder vote30
- May 14, 20268-K Results of operations; Regulation FD disclosure31
- Apr 8, 20268-K Regulation FD disclosure32
- Mar 2, 20268-K Executive or director change33
- Feb 17, 20268-K Executive or director change; Regulation FD disclosure34
- Feb 9, 20268-K Executive or director change; Regulation FD disclosure35
- Feb 3, 20268-K Entered a material agreement36
- Aug 12, 2025New chief executive Rodney Baltzer becomes CEO10
Calendar
Coming up
- Around Oct 29, 2026Next results, estimated About a quarter after its last report. The company hasn't announced the date.
When it reported results
Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar
Filings
119 filings to the SEC since October 2021: 4 annual reports, 14 quarterly reports, 19 major events, 59 insider forms, 8 large holders, 1 private raises, 14 other. The latest 20:
- Oct 8, 20264 EDGAR
- Oct 8, 20264 EDGAR
- Oct 8, 20264 EDGAR
- Oct 8, 20264 EDGAR
- Oct 8, 20264 EDGAR
- Oct 8, 20264 EDGAR
- Oct 8, 20264 EDGAR
- Oct 8, 20264 EDGAR
- Oct 8, 20264 EDGAR
- Oct 8, 20264 EDGAR
- Oct 8, 20264 EDGAR
- Oct 8, 20264 EDGAR
- Oct 8, 20264 EDGAR
- Oct 2, 20268-K CURRENT REPORT EDGAR
- Sep 18, 20264 EDGAR
- Sep 18, 20264 EDGAR
- Sep 18, 20264 EDGAR
- Sep 18, 20264 EDGAR
- Sep 18, 20264 EDGAR
- Sep 1, 20268-K/A AMENDMENT NO. 1 TO FORM 8-K EDGAR
The 119 filings since October 2021 can be filtered by form type and year here when JavaScript is on.
Every filing from the last five years, summarized. The full record is on SEC EDGAR.
Insider trades
2 open-market trades by officers, directors and large owners since October 2021: 1 buys and 1 sales. Grants, option exercises and gifts are left out.
| Date | Who | Trade | Shares | Price | Value | Filing |
|---|---|---|---|---|---|---|
| Jul 16, 2025 | Jacobs Ian SethPresident, CEO, CFO, Secretary | Buy | 25,000 | Form 4 | ||
| Jul 16, 2025 | Tompkins Mark N. | Sale | 25,000 | Form 4 |
From Forms 4 filed with the SEC.
Major holders
Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.
- Mark N. TompkinsSCHEDULE 13G/A, 3 filings Feb 10, 2023 to May 15, 202637
- Elizabeth MullerSCHEDULE 13D, 1 filing Aug 18, 202538
- Richard MullerSCHEDULE 13G, 1 filing Aug 18, 202539
- Robert L. MercerSCHEDULE 13G, 1 filing Aug 14, 202540
- Warren Edward Spieker Jr.SCHEDULE 13G, 1 filing Aug 14, 202541
- Ian Seth JacobsSC 13G, 1 filing Feb 13, 202342
Executive pay
What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.
| Year | Executive | Age | Salary | Total pay |
|---|---|---|---|---|
| 2025 | Rod BaltzerPresident and CEO | 57 | $333.8K | $685.0K43 |
| 2025 | Chris ParkerChief Commercial Officer | 57 | $224.7K | $398.6K43 |
| 2025 | Jesse SloaneExecutive Vice President of Engineering, Deep Isolation | 44 | $228.8K | $337.9K43 |
| 2024 | Rod BaltzerPresident and CEO | 57 | $324.0K | $391.9K43 |
| 2024 | Jesse SloaneExecutive Vice President of Engineering, Deep Isolation | 44 | $222.7K | $274.1K43 |
| 2024 | Chris ParkerChief Commercial Officer | 57 | $208.3K | $247.3K43 |
Money raised
Private offerings the company reported to the SEC on Form D.
- Jul 23, 2025Raised $33 million in a private offering of equity Form D: 241 investors so far Form D
SEC filer profile
How Deep Isolation Nuclear, Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.
- Name on EDGARDeep Isolation Nuclear, Inc.1
- CIK0001918080
- Employer ID (EIN)87-42259653
- Filer statusNon-accelerated filer an emerging growth company; a smaller reporting company; not a shell company3
- Incorporated inDelaware3
- Fiscal year endsDecember 311
- Industry code (SIC)4953 Refuse Systems1
- SEC reviewing officeOffice of Energy & Transportation, Division of Corporation Finance1
- Business address5717 Legacy Drive, Suite 250, Office 2079, Piano, TX 750241
- Mailing address1761 George Washington Way, #362, Richland, WA 993541
- Phone561 464 28411
- Shares outstanding57,667,113 as of Aug 3, 20268
- Public float$0 as of Jun 30, 20254
- AuditorCBIZ CPAs P.C., New York, NY PCAOB ID 199; no auditor attestation of internal control over financial reporting3
- On EDGAR sinceMar 18, 20221
- Filings119 in all: 4 (42), 8-K (18), 3 (17), 10-Q (14), S-1/A (5), 10-K (4), SCHEDULE 13G (3), SC 13G (2)1
All 21 form types
SCHEDULE 13G/A (2), 10-12G (1), 424B8 (1), 8-K/A (1), D (1), DEF 14A (1), DEFA14A (1), EFFECT (1), S-1 (1), S-8 (1), SC 14F1 (1), SCHEDULE 13D (1), SEC STAFF ACTION (1)
- Latest filingsAnnual report (10-K) Mar 30, 2026
Quarterly report (10-Q) Aug 7, 2026
Proxy statement (DEF 14A) Apr 29, 2026
Latest 8-K (8-K) Oct 2, 2026
Risk factors and legal proceedings
The risks Deep Isolation Nuclear, Inc. names in Item 1A of its 10-K filed Mar 30, 2026: 79 risks under these headings, as written.3
- •The market for DBD is not yet established and may not develop on the timeline we expect or at all.
- •Our projections for the growth of the total addressable market for nuclear waste disposal are based on a number of assumptions and estimates, some or all of which may prove to be inaccurate or, even if accurate, may not result in the projected results. If demand for our nuclear waste storage and disposal solutions fails to develop sufficiently, our business and operations could suffer, and we would be unable to achieve profitability.
- •We are subject to extensive laws and regulations relating to various aspects of our business. The nature of our business also requires us to interact with various governmental entities, subjecting us to the policies, priorities,
- regulations, mandates, and funding levels of such governmental entities, and we may be negatively or positively impacted by any change thereto.
- •We are an early-stage company with a history of financial losses, and we expect to continue to incur financial losses for the foreseeable future. We cannot assure you that we can or will be able to operate profitably.
- •We have not yet entered into any binding contract with any customer to temporarily store or permanently dispose of nuclear waste through the implementation of our DBD solutions, and there is no guarantee that we will be able to do so in the future, or even if we do, that our operations will be successful.
- •Our expected timeline for the commercialization of our technologies is subject to a number of assumptions, estimates and milestones that may prove to be inaccurate or incorrect or may not be achieved. As part of our commercialization strategy, we are pursuing a multi-phase, multi-year initiative to complete a non-radioactive, full-scale, at-depth demonstration of the deployment of our UCS canisters and our DBD solution. Delays or failures in our demonstration initiative may adversely impact our commercialization strategy and timeline, and
- thus our business and operations, and even if successfully completed on time, may not result in our business being successful in the foreseeable future.
- •We operate in an emerging industry, which makes it difficult to evaluate our prospects and the risks and challenges we may encounter.
- •We have limited experience commercializing our products at a large scale and may not be able to do so efficiently, effectively or to nuclear-grade levels of quality assurance.
- •We believe that the likelihood of successfully commercializing our products would be enhanced by a successful completion of our non-radioactive, full-scale, at-depth demonstration facility and a delay in or failure to do so may adversely impact our business and operations. Furthermore, no assurances can be given that, even if successfully completed, our demonstration facility will lead to our business being successful.
- •If we fail to manage our growth effectively, we may be unable to execute our business plan, which could have a material adverse effect on our business prospects, financial condition, results of operations and cash flows.
The other 67 risks
- •Substantially all of our revenue to date is comprised of government grants and contract awards.
- •Our future revenue plans rely on partnering with governmental entities and strategic partners.
- •Our preferred government contracting model may not be compatible with public-sector procurement, transparency or state-aid rules applicable to many of our target customers.
- •If the U.S. Department of Energy does not accept our UCS under the Amended Standard Contract, our ability to commercialize our integrated storage, transportation and disposal solution in the United States could be materially impaired.
- •A prolonged United States federal government shutdown could materially and adversely affect our business and operations.
- •Our commercialization strategy relies heavily on our relationship with NAC International and other strategic investors and partners, who may have interests that diverge from ours and who may not be easily replaced if our relationships terminate.
- •Our current and future patent applications may not result in issued patents, which would hinder our ability to protect certain of our intellectual property.
- •If we cannot protect, maintain and, if necessary, enforce our intellectual property rights, our ability to develop and commercialize products will be adversely impacted.
- •Our operating and financial projections rely on management assumptions and analyses. If these assumptions or analyses prove to be incorrect, our actual operating results may be materially different from our forecasted results.
- •We may need to defend ourselves against intellectual property infringement claims, which may be time-consuming and could cause us to incur substantial fees and costs.
- •The benefits to customers of our products could be supplanted by other technologies or solutions or competitors’ products that utilize similar technology to ours in a more effective way.
- •We and our customers operate in a politically sensitive environment, and the public perception of nuclear energy can affect our customers and us.
- •Accidents involving nuclear power facilities, including, but not limited to, events similar to the Three Mile Island, Chernobyl and Fukushima Daiichi nuclear accidents, or terrorist acts or other high-profile events nvolving radioactive materials, could materially and adversely affect nuclear power producers and the markets for nuclear power and nuclear waste disposal, and increase regulatory requirements and costs that could materially and adversely affect our business.
- •Our business plans require a significant amount of capital. Our future capital needs may require us to sell additional equity or debt securities that may dilute our stockholders or contain terms unfavorable to us or our investors.
- •Adverse developments affecting the financial services industry, such as actual events or concerns involving liquidity, defaults, or non-performance by domestic and international financial institutions or transactional counterparties, could adversely affect our business, financial condition, and results of operations.
- •Any acquisitions, partnerships, or joint ventures that we enter into could disrupt our operations and have a material adverse effect on our business, financial condition and results of operations.
- •Our management team will have broad discretion in making strategic decisions to execute our growth plans, and there can be no assurance that our management’s decisions will result in successful achievement of our business objectives or will not have unintended consequences that negatively impact our growth prospects.
- •We depend on a limited number of key personnel with specialized expertise, and the loss of such individuals could materially harm our business.
- •Some of our executive officers and key advisors have outside management or directorship positions with other companies and may allocate part of their time to these other businesses.
- •We may be unable to adequately control the costs associated with our operations.
- •Security breaches and other disruptions could compromise our proprietary information and expose us to liability, which would cause our business and reputation to suffer.
- •Current and future geopolitical and macroeconomic events outside of our control could adversely impact our business, results of operations, cash flows, financial condition and liquidity.
- •Uncertain global macroeconomic and political conditions could materially adversely affect our business prospects, financial condition, results of operations, and cash flows.
- •Our ability to rely on global supply chains for source components and/or raw materials may be impacted by tariffs, trade disputes, or other changes in trade policy or trade regulation.
- •The direct and indirect impact on us and our value chain from severe weather and other effects of climate change could adversely affect our financial condition, operating results, and cash flows.
- •Litigation or legal proceedings could expose us to significant liabilities, occupy a considerable amount of our management’s time and attention, and damage our reputation.
- •We are subject to U.S. and foreign anti-corruption and anti-money laundering laws and regulations. We can face criminal liability and other serious consequences for violations, which can harm our business, prospects, financial condition and operating results.
- •Being a public company can be administratively burdensome and will significantly increase our legal and financial compliance costs.
- •Our management as a group has limited experience in operating a publicly traded company.
- •The shares of our common stock being offered in our recently filed prospectus represent a substantial percentage of the outstanding shares of our common stock, and the sales of such shares, or the perception that these sales could occur, could cause the market price of the common stock to decline significantly.
- •The shares of common stock issued in the Merger and the Private Placement are “restricted securities” and, as such, may not be sold except in limited circumstances.
- •There is currently no market for our common stock and there can be no assurance that any market will ever develop. You may therefore be unable to re-sell shares of our common stock at times and prices that you believe are appropriate.
- •Our common stock may not be eligible for listing or quotation on any securities exchange or over-the-counter trading system.
- •The market price and trading volume of our common stock may be volatile and could decline significantly following any listing or quotation, if any.
- •The designation of our common stock as “penny stock” would limit the liquidity of our common stock.
- •FINRA sales practice requirements may limit a stockholder’s ability to buy and sell our common stock.
- •Because we became a reporting company under the Exchange Act by means other than a traditional underwritten initial public offering, we may not be able to attract the attention of research analysts at major brokerage firms.
- •Because the Merger was a reverse merger, the registration statement we file with respect to the shares of common stock received by investors in the Merger might be subject to heightened scrutiny by the SEC, and we may not be able to attract the attention of major brokerage firms.
- •As a result of the consummation of the Merger, we are now obligated to develop and maintain proper and effective internal control over financial reporting. If we fail to develop and maintain an effective system of disclosure controls and internal control over financial reporting, our ability to produce timely and accurate financial statements or comply with applicable laws and regulations could be impaired. In addition, the presence of material weaknesses increases the risk of material misstatement of the consolidated financial statements.
- •We are an emerging growth company and a smaller reporting company, and any decision on our part to comply only with certain reduced reporting and disclosure requirements applicable to emerging growth companies and smaller reporting companies could make our common stock less attractive to investors.
- •We may face risks related to securities litigation that could result in significant legal expenses and settlement or damage awards.
- •Anti-takeover provisions in our charter documents and under Delaware law could make an acquisition of us, which may be beneficial to our stockholders, more difficult and may prevent attempts by our stockholders to replace or remove our current management.
- •We do not intend to pay dividends for the foreseeable future and, as a result, your ability to achieve a return on your investment will depend on appreciation in the price of our common stock.
- •If securities or industry analysts do not publish research or publish unfavorable or inaccurate research about our business, our stock price and trading volume could decline.
- Risks Related to Our Business and Industry
- The market for DBD is not yet established and may not develop on the timeline we expect or at all.
- Our projections for the growth of the total addressable market for nuclear waste disposal are based on a number of assumptions and estimates, some or all of which may prove to be inaccurate or, even if accurate, may not result in the projected results. If demand for our nuclear waste storage and disposal solutions fails to develop sufficiently, our business and operations could suffer, and we would be unable to achieve profitability.
- We are subject to extensive laws and regulations relating to various aspects of our business. The nature of our business also requires us to interact with various governmental entities, subjecting us to the policies, priorities, regulations, mandates, and funding levels of such governmental entities, and we may be negatively or positively impacted by any change thereto.
- We are an early-stage company with a history of financial losses, and we expect to continue to incur financial losses for the foreseeable future. We cannot assure you that we can or will be able to operate profitably.
- We have not yet entered into any binding contract with any customer to temporarily store or permanently dispose of nuclear waste through the implementation of our DBD solutions, and there is no guarantee that we will be able to do so in the future, or even if we do, that our operations will be successful.
- We operate in an emerging industry, which makes it difficult to evaluate our prospects and the risks and challenges we may encounter.
- We have limited experience commercializing our products at a large scale and may not be able to do so efficiently, effectively or to nuclear-grade levels of quality assurance.
- We believe that the likelihood of successfully commercializing our products would be enhanced by a successful completion of our non-radioactive, full-scale, at-depth demonstration facility and a delay in or failure to do so may
- adversely impact our business and operations. Furthermore, no assurances can be given that, even if successfully completed, our demonstration facility will lead to our business being successful.
- If we fail to manage our growth effectively, we may be unable to execute our business plan, which could have a material adverse effect on our business prospects, financial condition, results of operations and cash flows.
- Substantially all of our revenue to date is comprised of government grants and contract awards.
- Our future revenue plans rely on partnering with governmental entities and strategic partners.
- Our preferred government contracting model may not be compatible with public-sector procurement, transparency or state-aid rules applicable to many of our target customers.
- If the U.S. Department of Energy does not accept our UCS under the Amended Standard Contract, our ability to commercialize our integrated storage, transportation and disposal solution in the United States could be materially impaired.
- A prolonged United States federal government shutdown could materially and adversely affect our business and operations.
- Our commercialization strategy relies heavily on our relationship with NAC International and other strategic investors and partners, who may have interests that diverge from ours and who may not be easily replaced if our relationships terminate.
- Our current and future patent applications may not result in issued patents, which would hinder our ability to protect certain of our intellectual property.
- If we cannot protect, maintain and, if necessary, enforce our intellectual property rights, our ability to develop and commercialize products will be adversely impacted.
- Our operating and financial projections rely on management assumptions and analyses. If these assumptions or analyses prove to be incorrect, our actual operating results may be materially different from our forecasted results.
- We may need to defend ourselves against intellectual property infringement claims, which may be time-consuming and could cause us to incur substantial fees and costs.
- The benefits to customers of our products could be supplanted by other technologies or solutions or competitors’ products that utilize similar technology to ours in a more effective way.
- We and our customers operate in a politically sensitive environment, and the public perception of nuclear energy can affect our customers and us.
- Accidents involving nuclear power facilities, including, but not limited to, events similar to the Three Mile Island, Chernobyl and Fukushima Daiichi nuclear accidents, or terrorist acts or other high-profile events involving radioactive materials, could materially and adversely affect nuclear power producers and the markets for nuclear power and nuclear waste disposal, and increase regulatory requirements and costs that could materially and adversely affect our business.
Legal proceedings
We are not involved in any litigation that we believe could have a material adverse effect on our financial position or results of operations. There is no action, suit, proceeding, inquiry, or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of our executive officers, threatened against or affecting our Company or our officers or directors in their capacities as such. In the future, we might from time to time become involved in litigation relating to claims arising from our ordinary course of business.
The opening of Item 3, Legal Proceedings.3
Sources
The numbers on this page point here. Each one links to the record it came from.
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- 13SEC EDGARChristopher Lombard Parker, CCO
- 14SEC EDGARJesse Sloane, EVP Engineering
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- 16SEC EDGARRalph L. Hunter Jr., Board member
- 17SEC EDGARTepper Leslie Goldman, Board member
- 18SEC EDGARKent Cole, Board member
- 19SEC EDGARElizabeth Muller, Board member
- 20SEC EDGARJonathon Angell, Board member
- 21SEC EDGARChrista Steele, Board member
- 22SEC EDGARRenee J. Hornbaker, Board member
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- 25SEC EDGARRegulation FD disclosure
- 26SEC EDGARExecutive or director change
- 27SEC EDGARExecutive or director change
- 28SEC EDGARResults of operations
- 29SEC EDGARRegulation FD disclosure
- 30SEC EDGARShareholder vote
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- 32SEC EDGARRegulation FD disclosure
- 33SEC EDGARExecutive or director change
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- 36SEC EDGAREntered a material agreement
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