# Oklo Inc. (OKLO) FY 2024 MD&A

Verbatim Item 7 Management's Discussion and Analysis from Oklo Inc.'s 10-K for fiscal year 2024.

SEC filing source: https://www.sec.gov/Archives/edgar/data/1849056/000162828025014490/oklo-20241231.htm
Accession: 0001628280-25-014490
Filing date: 2025-03-24
Report date: 2024-12-31
Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Published MD&A gate trimmed front/tail over-capture.
Confidence: high

Company profile: /company/OKLO/
All MD&A years: /company/OKLO/mda/
Previous year: /company/OKLO/mda/fy2023/ (FY 2023)
Next year: /company/OKLO/mda/fy2025/ (FY 2025)

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations for the years ended December 31, 2024 and 2023, should be read together with our consolidated financial statements and related notes included elsewhere in this Annual Report. The following discussion contains “forward-looking statements” that reflect our future plans, estimates, beliefs and expected performance. Our actual results may differ materially from those currently anticipated and expressed in such forward-looking statements as a result of a number of factors. We caution that assumptions, expectations, projections, intentions or beliefs about future events may, and often do, vary from actual results and the differences can be material. Please see “Special Note Regarding Forward-Looking Statements.”

Overview

For an overview of the Company, see the information above presented under the section labeled “Item 1. Business,” which is in “Part I” of this Annual Report.

Impact of Macroeconomic Conditions

The macroeconomic environment both in the United States and globally has the potential to impact our business and financial performance. More specifically, factors such as trade agreements, tariffs, interest rates, tax law, labor trends, and fiscal policy could impact the cost to construct and operate our powerhouses, and even impact the future profitability of our operations.

Supply chain vulnerabilities represent a critical area of macro-economic risk for our business. Global disruptions—whether from geopolitical tensions, natural disasters, or public health crises—can severely impact the availability and cost of essential components for energy infrastructure. These disruptions can lead to extended lead times for specialized equipment, shortages of critical materials, and unexpected cost escalations that complicate project planning and execution. Our reliance on supply networks for turbine components, electrical systems, and construction materials creates exposure to these global supply chain risks.

Inflation remains a significant concern, particularly as it affects construction materials, specialized equipment, and labor costs throughout our project development cycle. These inflationary pressures can erode project margins and complicate long-term capital planning efforts.

Economic growth and recession cycles directly correlate with energy demand across industrial, commercial, and residential sectors. During economic downturns, we typically experience reduced consumption patterns, while periods of growth drive increased energy needs, affecting our revenue projections and expansion strategies.

Demand for energy in the United States is currently being driven by the explosive growth in the data center industry, particularly as AI deployment, cloud computing adoption, and digital transformation initiatives accelerate across sectors. Should power demand growth in the AI data center market slow, customer demand for our baseload low-carbon power could be negatively impacted.

Liquidity and Capital Resources

As of December 31, 2024, our cash, cash equivalents and marketable securities were $275.3 million, which includes the proceeds received from the Business Combination. We continue to incur significant operating losses. For the year ended December 31, 2024, we had a net loss of $73.6 million, loss from operations of $52.8 million, and net cash used in operating activities of $38.4 million. As of December 31, 2024, we had an accumulated deficit of $135.1 million. Management expects that significant on-going operating expenditures will be necessary to successfully implement our business plan and develop our powerhouses.

We will utilize our existing cash, cash equivalents and marketable debt securities to fund our powerhouses, operations and growth plans. We believe that, as a result of the Business Combination, our existing cash, cash equivalents and marketable debt securities will be sufficient to fund our operations for the one-year period following the issuance date of the accompanying consolidated financial statements as of and for the year ended December 31, 2024.

Off-Balance Sheet Arrangements

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We did not have any off-balance sheet arrangements as of December 31, 2024, except for a new lease agreement with an effective date of January 17, 2025 (further information is provided in Note 17, Subsequent Events, under the heading Operating Lease Agreement in our accompanying consolidated financial statements).

Commitments and Contractual Obligations

We did not have any material commitments or contractual obligations as of December 31, 2024, other than with respect to the leases under which we lease real estate for office space. Certain leases are classified as operating leases and one lease has been described as a subsequent event, expiring December 1, 2026 and March 31, 2027, respectively. See Note 5, Leases, Note 15, Commitments and Contingencies, and Note 17, Subsequent Events, in our accompanying consolidated financial statements in Part II, Item 8 for more information regarding our commitments and contractual obligations.

Cash Flows Comparison

The following table sets forth our cash flows for the period indicated.

Comparison for the Years Ended December 31, 2024 and 2023

[[GREPCENT_TABLE]]
[["","Years Ended December 31,"],["(in thousands)","2024","","2023"],["Net cash used in operating activities","$","(38,390)","","","$","(15,998)"],["Net cash used in investing activities","(175,774)","","","(83)"],["Net cash provided by financing activities","301,428","","","16,295"],["Net increase in cash and cash equivalents","$","87,264","","","$","214"],["Cash and cash equivalents, end of year","$","97,132","","","$","9,868"]]
[[/GREPCENT_TABLE]]

Operating Activities

Cash used in operating activities during the year ended December 31, 2024 consisted of cash outflows of $45.6 million, offset by $7.2 million of interest and dividend income, totaling $38.4 million in cash used, as compared to cash outflows of $16.2 million, offset by $0.2 million of interest and dividend income, totaling $16.0 million in cash used in the same period in 2023. This $29.4 million increase in cash used, partially offset by $7.2 million of interest and dividend income, was driven by our operating results (net loss adjusted for depreciation and other noncash charges totaling $40.1 million) which resulted in $22.4 million of higher cash used by operating activities year-over-year, as well as a $6.5 million increase in cash used resulting from net changes in operating assets and liabilities. Cash used in operating activities for the year ended December 31, 2024 was primarily driven by our operating expenses as we continue to scale our operations, consisting of $20.5 million in cash used for payroll and employee benefits of personnel and $25.1 million in other costs, primarily consisting of professional services for consulting on research and development activities, and legal and accounting fees on general and administrative activities.

Cash used in operating activities during the year ended December 31, 2023 consisted of cash outflows of $16.2 million, offset by $0.2 million of interest and dividend income, totaling $16.0 million in cash used, as compared to cash outflows of $10.0 million in the same period in 2022. This $6.2 million increase in cash used, partially offset by $0.2 million of interest and dividend income, was driven by our operating results (net loss adjusted for depreciation and other noncash charges totaling $14.6 million) which resulted in $6.0 million of higher cash used by operating activities year-over-year, as well as a $1.9 million decrease in cash used resulting from net changes in operating assets and liabilities. Cash used in operating activities for the year ended December 31, 2023 was primarily driven by our operating expenses required to scale our operations, consisting of $10.0 million in cash used for payroll and employee benefits of personnel and $6.1 million in other costs, primarily consisting of professional services for consulting on research and development activities, and legal and accounting fees on general and administrative activities.

Investing Activities

Cash used in investing activities during the year ended December 31, 2024 was primarily due to $0.4 million use of cash on the purchase of discretionary property and equipment and $291.6 million use of cash on the purchase of marketable securities, partially offset by $116.2 million of proceeds from redemptions of marketable securities.

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Cash used in investing activities for the year ended December 31, 2023 was due to the purchase of property and equipment of $0.1 million.

Financing Activities

Cash provided by financing activities for the year ended December 31, 2024 consisted of the proceeds from recapitalization of $276.2 million, proceeds from right of first refusal liability of $25.0 million, proceeds from the issuance of simple agreements for future equity ("SAFEs") of $10.2 million and proceeds from the exercise of stock options of $1.0 million, partially offset by payment of deferred issuance costs of $11.1 million.

Cash provided by financing activities for the year ended December 31, 2023 consisted of the proceeds from the issuance of SAFEs of $19.3 million, as well as proceeds from the exercise of stock options of $0.1 million, partially offset by payment of deferred issuance costs of $3.1 million.

Key Components of Results of Operations

Operating Expenses

Our operating expenses consist of research and development and general and administrative expenses.

Research and Development

Research and development (“R&D”) expenses represent costs incurred to develop our technology. These costs consist of personnel costs, including salaries, employee benefit costs, bonuses and stock-based compensation expenses, software costs, computing costs, hardware and experimental supplies, and expenses for outside engineering contractors for analytical work and consulting costs. We expense all R&D costs in the periods in which they are incurred; however, occasionally, the reimbursement would be received in the following period.

We have several recycling technology projects awarded as R&D cost-share projects (the “cost-share projects”) through the Department of Energy’s Advanced Research Projects Agency – Energy (“ARPA-E”) and the DOE Technology Commercialization Fund (“TCF”). The ARPA-E and TCF projects involve cost-sharing of project costs as well as reimbursement of certain qualifying expenditures to us. A budget was initially approved for each of these cost-share projects, and as certain expenses and capital expenditures for equipment are incurred, such expenses or capital expenditures are reported to ARPA-E and then a pre-determined percentage of such expenses or capital expenditures are reimbursed by ARPA-E back to us. The expenses are categorized as R&D expenses, which are then partially reimbursed.

General and Administrative

Our general and administrative (“G&A”) expenses primarily comprise various components not related to R&D, such as personnel costs, regulatory fees, promotion expenses, costs associated with maintaining and filing intellectual property, meals and entertainment expenses, travel expenses, and other expenditures related to external professional services including legal, engineering, marketing, human resources, audit, and accounting services. Personnel costs include salaries, benefits, and stock-based compensation expenses. As we continue to grow and expand our workforce and operations, and in light of the increased costs associated with operating as a public company, we anticipate that our G&A expenses will rise for the foreseeable future.

Other Income (Loss)

Other income (loss) consists of interest and dividend income and the remeasurement gains and losses related to SAFEs.

Income Taxes

Income taxes primarily consist of income taxes in certain jurisdictions in which we conduct business. We have a full valuation allowance for deferred tax assets, including net operating loss carryforwards and tax credits related primarily to research and development. Prior to the Business Combination, because we are pre-revenue, income taxes have been minimal. After the Business Combination, as a result of our interest and dividend income from our investments, federal and state income taxes may be incurred, after available tax deductions, including available carryovers.

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Results of Operations

The following tables set forth our results of operations for the years indicated. The year-over-year comparison of financial results is not necessarily indicative of future results.

Comparison of the Years Ended December 31, 2024 and 2023

The following table sets forth our historical results for the years indicated, and the changes between years:

[[GREPCENT_TABLE]]
[["","Years Ended December 31,","","2024 versus 2023"],["(in thousands)","2024","","2023","","$ Change","","% Change"],["Operating expenses"],["Research and development","$","26,711","","","$","9,763","","","$","16,948","","","173.6","%"],["General and administrative","26,090","","","8,873","","","17,217","","","194.0","%"],["Total operating expenses","52,801","","","18,636","","","34,165","","","183.3","%"],["Loss from operations","(52,801)","","","(18,636)","","","(34,165)","","","183.3","%"],["Other (income) loss"],["Change in fair value of simple agreement for future equity","(27,864)","","","(13,717)","","","(14,147)","","","103.1","%"],["Interest and dividend income","7,732","","","180","","","7,552","","","NM"],["Total other loss","(20,132)","","","(13,537)","","","(6,595)","","","48.7","%"],["Loss before income taxes","(72,933)","","","(32,173)","","","(40,760)","","","126.7","%"],["Income taxes","(683)","","","\u2014","","","(683)","","","NM"],["Net loss","$","(73,616)","","","$","(32,173)","","","$","(41,443)","","","128.8","%"]]
[[/GREPCENT_TABLE]]

Percentage changes that are considered not meaningful are denoted with “NM.”

Research and Development

The following presents R&D expenses:

[[GREPCENT_TABLE]]
[["","Years Ended December 31,","","2024 versus 2023"],["(in thousands)","2024","","2023","","$ Change","","% Change"],["Total research and development expenses","$","26,711","","","$","9,763","","","$","16,948","","","173.6","%"]]
[[/GREPCENT_TABLE]]

R&D expenses increased by $16.9 million, or 173.6% for the year ended December 31, 2024, compared to the year ended December 31, 2023. The increase was primarily due to an increase of $7.1 million in total payroll and employee benefits of research and development personnel attributable to an increase in the weighted-average headcount of approximately 68.1% and an increase in salary over the prior period, an increase of $7.4 million in stock-based compensation expenses (primarily from $6.1 million incremental costs of the modification of Legacy Oklo vested options for the holders’ contingent right to receive a pro rata share of the Earnout Shares recorded at the Closing), an increase of $1.0 million in professional services, and an increase of $1.0 million in other expenses.

General and Administrative

The following presents G&A expenses:

[[GREPCENT_TABLE]]
[["","Years Ended December 31,","","2024 versus 2023"],["(in thousands)","2024","","2023","","$ Change","","% Change"],["Total general and administrative expenses","$","26,090","","","$","8,873","","","$","17,217","","","194.0","%"]]
[[/GREPCENT_TABLE]]

G&A expenses increased by $17.2 million, or 194.0% for the year ended December 31, 2024, compared to the year ended December 31, 2023. The increase was primarily due to an increase of $3.9 million in payroll and employee benefits of general corporate functions and finance personnel attributable to an increase in the weighted-average headcount of

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approximately 43.5% and average salary over the prior period, an increase of $4.3 million in stock-based compensation expenses (with $1.7 million from the incremental costs of the modification of Legacy Oklo vested options for the holders’ contingent right to receive a pro rata share of the Earnout Shares recorded at the Closing), an increase of $6.2 million in professional services primarily due to an increase in legal and other professional fees, and an increase of $2.8 million related to travel, entertainment, and other expenses.

Other Income (Loss)

The following table sets forth other income (loss):

[[GREPCENT_TABLE]]
[["","Years Ended December 31,","","2024 versus 2023"],["(in thousands)","2024","","2023","","$ Change","","% Change"],["Change in fair value of SAFEs","$","(27,864)","","","$","(13,717)","","","$","(14,147)","","","103.1","%"],["Interest and dividend income","7,732","","","180","","","7,552","","","NM"],["Total other loss","$","(20,132)","","","$","(13,537)","","","$","(6,595)","","","48.7","%"]]
[[/GREPCENT_TABLE]]

The change in fair value of SAFEs of $27.9 million for the year ended December 31, 2024, represents the remeasurement loss in the fair value related to the SAFEs as compared to the fair value as of December 31, 2023.

Interest and dividend income increased by $7.6 million for the year ended December 31, 2024, compared to the year ended December 31, 2023. The increase was primarily due to an increase in interest and dividend income related to an increase in our cash, cash equivalents and marketable debt securities balances from the prior year period.

Critical Accounting Estimates

Our financial statements have been prepared in accordance with U.S. generally accepted accounting principles. In the preparation of these consolidated financial statements, we are required to use judgment in making estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the financial statements, as well as the reported expenses incurred during the reporting periods. On an ongoing basis, we evaluate our estimates and assumptions. Our actual results may differ from these estimates under different assumptions or conditions.

We consider an accounting judgment, estimate or assumption to be critical when (1) the estimate or assumption is complex in nature or requires a high degree of judgment and (2) the use of different judgments, estimates and assumptions could have a material impact on the consolidated financial statements. See Note 2, Summary of Significant Accounting Policies, in our accompanying consolidated financial statements for a description of our significant accounting policies.

Accordingly, these are the policies and estimates we believe are the most critical to aid in fully understanding and evaluating our consolidated financial condition and results of operations:

Stock-based Compensation

We account for stock-based compensation by measuring and recognizing expense for all stock-based awards made to employees and non-employees based on the estimated grant-date fair values over each recipient’s requisite service period, which is generally the vesting period. Legacy Oklo estimated the fair value of stock options granted to employees and non-employees using the Black-Scholes option pricing model. The determination of fair value requires significant judgment and the use of estimates, particularly with regard to Black-Scholes assumptions, such as our Legacy Oklo common stock fair value, stock price volatility, and expected option lives to value stock-based compensation.

In connection with our Business Combination, we recorded an incremental cost related to the modification of Legacy Oklo vested options that were outstanding at Closing for the holders’ contingent right to receive a pro rata share of the Earnout Shares in the future. The incremental costs were based on the fair value of the Earnout Shares, as determined by an independent third-party valuation using a Monte Carlo simulation with key inputs and assumptions, such as the per share stock price at Closing, term, dividend yield, risk-free rate, and volatility. The determination of the fair value involves certain judgments and estimates, primarily due to the volatility of our stock price and the uncertain timing of earnout conditions. The Monte Carlo simulation method requires assumptions that are inherently subjective, including stock price volatility that was estimated based on industry peer data due to our limited trading history, introducing an element of judgment in assessing comparability. The risk-free rate was based on U.S. Treasury rates, selected to match the expected

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term of the earnout provisions, and a zero-dividend yield was assumed. The expected term was estimated based on management’s assessment of when the Earnout Shares and Founder Shares would likely be issued, factoring in potential market conditions and shareholder behavior. Changes in the significant assumptions and estimates could materially impact the valuation and the amounts recorded in the financial statements. For additional information regarding the impact of the Earnout Shares and Founder Shares, see Note 3, Business Combination, in our accompanying consolidated financial statements in Part II, Item 8.

Simple Agreements for Future Equity

We recorded our Legacy Oklo SAFEs at fair value that require significant inputs not observable in the market, which cause the instrument to be classified as a Level 3 measurement with the fair value hierarchy. The valuation uses probabilities considering pay-offs under various scenarios as follows: (i) an equity financing where the SAFEs will convert into certain preferred stock; (ii) a liquidity event where the SAFE noteholders will have an option to receive either a cash payment equal to the invested amount under such SAFE, or a number of shares of common stock equal to the invested amount divided by the liquidity price; and (iii) a dissolution event where the SAFE noteholders will be entitled to receive a portion of the related proceeds equal to the purchase amount. We utilized a third-party to determine the fair value of the SAFEs under the Monte Carlo simulation method, which was used to estimate the future market value of our invested capital (“MVIC”) at a liquidity event and the expected payment to the SAFE holders at each simulated MVIC value. We believe these assumptions would be made by a market participant in estimating the valuation of the SAFEs. We assess these assumptions and estimates on an on-going basis as additional data impacting the assumptions and estimates are obtained.

There is substantial judgment in selecting the assumptions that we use to determine the fair value of the SAFEs and other companies could use similar market inputs and experience and arrive at different conclusions with respect to those used to calculate fair value. Using alternative assumptions could cause differences in the resulting fair value. As of the Closing of the Business Combination, we no longer have any SAFEs.

Emerging Growth Company Status

The Company is classified as an emerging growth company (“EGC”), as defined under the Jumpstart Our Business Startups Act (the “JOBS Act”). Therefore, we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not EGCs. We could retain EGC status until December 31, 2026, although circumstances could cause us to lose that status earlier, including if the market value of common stock held by non-affiliates exceeds $700,000,000 as of any June 30 before that time, in which case we would no longer qualify for EGC status as of the following December 31.

Further, Section 102(b)(1) of the JOBS Act exempts EGCs from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-EGCs, but any such election to opt out is irrevocable. We intend to take advantage of the benefits of this extended transition period.

Recent Accounting Pronouncements

See Note 2, Summary of Significant Accounting Policies, of the notes to our consolidated financial statements included in Part II, Item 8 of this Annual Report for a discussion about Recently Issued and Adopted Accounting Standards Recently Issued and Not Adopted Accounting Standards as of the date of this Annual Report.