Related Party Transactions |
9 Months Ended |
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Sep. 30, 2026 | |
| Related Party Transactions [Abstract] | |
| Related Party Transactions | Related Party Transactions SAFE Notes During the fourth quarter of 2024, the Company received $33.5 million in funding commitments from various investors pursuant to SAFE Notes, including related parties through one Company executive who exerts significant influence over certain SAFE Note investors. The related party SAFE Note investors are entities affiliated with a member of the Company’s Board of Directors, who also served as CEO Director. The SAFE Notes were classified as liabilities and remeasured to fair value at each reporting period. On February 13, 2025, the Company completed its Series Seed Preferred Stock equity financing, which triggered the automatic conversion of all outstanding SAFE Notes. The related party SAFE Notes converted into shares of Series Seed-1 Preferred Stock on the same terms and conditions as all other SAFE Note investors, including the same valuation cap of $20.0 million and discount rate of 50%. The conversion was effected at a price of $0.50 per share, and the related-party SAFE Notes converted into an aggregate of 9,850,000 shares of Series Seed-1 Preferred Stock. Refer to Note 7, Redeemable Preferred Stock, for further discussion of the conversion mechanics and the remeasurement of SAFE Notes to fair value at the conversion date. As of September 30, 2026 and December 31, 2025, no SAFE Notes remained outstanding to related parties or otherwise. The remeasurement gain recognized in the Consolidated Statements of Operations for the period from January 1, 2025, through the conversion date attributable to the related-party SAFE Notes was $853,000. This amount was recognized as a gain on debt extinguishment as a result of the rescission. Advances from Related Parties During 2024, the Company received non-interest-bearing cash advances from Decisive Point — Standard Nuclear II, LLC, a related party. As the advances were non-interest-bearing, the amount payable equaled the amount received. In connection with the Series Seed Preferred Stock financing, on February 13, 2025, the Company reclassified a short-term cash advance of $1,263,500 from a related party, Decisive Point — Standard Nuclear II, LLC, together with a separate non-related-party short-term cash advance of $1,231,333, from liabilities to equity. The total reclassification of $2,494,833 was applied as additional consideration for Series Seed preferred equity. As of September 30, 2026 and December 31, 2025, no short-term cash advance liabilities remained outstanding. Professional Services Agreement During the second quarter of 2026, the Company approved a professional services agreement with a related party, who is the spouse of an officer, and at the time also a Company director, to provide project and schedule management support services for the Company’s manufacturing operations. The agreement has a performance period from April 1, 2026 through December 31, 2026 and provides for compensation of $13,600 per month, plus reimbursement of certain pre-approved expenses. The Company reported $54,400 and $95,200 of consulting expenses related to this agreement for the three and nine months ended September 30, 2026. Related-Party Participation in Equity Financings In connection with the Series Seed Preferred Stock financing that closed on February 13, 2025, related-party SAFE Note investors received an aggregate of 9,850,000 shares of Series Seed-1 Preferred Stock upon automatic conversion of their SAFE Notes, as described above. The conversion terms were identical to those applicable to all other SAFE Note investors. On August 14, 2025, the Company completed its Series A Preferred Stock financing, issuing 26,948,464 shares of Series A Preferred Stock at $2.5976 per share for aggregate gross proceeds of approximately $70.0 million. Two entities within the Decisive Point affiliated group participated in the Series A Preferred Stock Financing on the same terms and conditions as all unrelated investors. The related-party Series A Preferred Stock investment of approximately $8.8 million represents 12.6% of the total $70.0 million Series A round. Both entities purchased Series A Preferred Stock at the same price per share ($2.5976), with the same rights, preferences, privileges, and restrictions as all other Series A Preferred Stock investors, as set forth in the Series A Preferred Stock Purchase Agreement dated August 14, 2025. On January 23, 2026, the Company completed its Series A-2 Preferred Stock financing, issuing 14,193,030 shares of Series A-2 Preferred Stock at $4.932 per share for aggregate gross proceeds of approximately $70.0 million. Two entities within the Decisive Point affiliated group participated in the Series A-2 Preferred Stock Financing on the same terms and conditions as all unrelated investors. The related-party Series A-2 investment of approximately $5.0 million represents 7.1% of the total Series A-2 Preferred Stock round. Both entities purchased Series A-2 Preferred Stock at the same price per share ($4.932), with the same rights, preferences, privileges, and restrictions as all other Series A-2 Preferred Stock investors, as set forth in the Series A-2 Preferred Stock Purchase Agreement dated January 23, 2026. Standard Nuclear x Framatome LLC The Joint Venture is a related party of the Company. Under the Joint Venture's LLC Operating Agreement, the Company licenses intellectual property related to advanced fuel product technology and manufacturing know-how to the Joint Venture and leases specialized fuel-manufacturing equipment to the Joint Venture. During the three and nine months ended September 30, 2026 and 2025, the Company did not recognize any license income or equipment lease income from the Joint Venture. As of September 30, 2026 and December 31, 2025, $0.1 million and $0 million, respectively, were due to the Joint Venture, and were included in Accounts Payable. See Note 4, Equity Method Investment, for additional discussion. Neutroelectric, LLC In September 2025, the Company entered into a Master Services Agreement (“MSA”) with Neutroelectric, LLC (“Neutroelectric”), pursuant to which Neutroelectric provides engineering and other services to the Company on a project basis under individually negotiated statements of work. Neutroelectric is owned and operated by the spouse of a Company officer and director. The MSA has a two-year term and provides for Neutroelectric to furnish services to the Company as an independent contractor, with compensation determined on a per-project basis as set forth in each statement of work. For the three and nine months ended September 30, 2026, the Company has incurred expenses of $515,405 and $718,505, respectively, under the MSA and related statements of work. The Company did not incur any expenses under the MSA for the three and nine months ended September 30, 2025. On August 24, 2026, the Company entered into a second MSA with Neutroelectric, pursuant to which Neutroelectric will provide engineering support of Phase II to advance the Company’s nuclear fuel transport design toward NRC approval. Neutroelectric will provide services to the Company under the terms of individually negotiated statements of work. The agreement has an aggregate value of $3.7 million and terminates on the later of August 24, 2028, or the latest termination date set forth in an executed statement of work, subject to earlier termination as provided in the agreement. Container Technologies Industries, LLC Subrecipient Agreement In April 2026, the Company entered into a subrecipient agreement (the "Subrecipient Agreement") with Container Technologies Industries, LLC ("CTI") in connection with a cooperative agreement awarded by the DOE to CTI, as prime recipient, for the design, development, and licensing of a fuel transportation container for HALEU nuclear fuels (the "Container Project"). At the time the Subrecipient Agreement was entered into, the President of CTI was the spouse of an officer and director of the Company, and CTI was accordingly a related party of the Company. That individual resigned as President of CTI effective June 30, 2026, and CTI ceased to be a related party of the Company as of that date. The transactions described below occurred, and the Subrecipient Agreement was entered into, while CTI was a related party. Under the Subrecipient Agreement, the Company leads, funds, and controls all NRC licensing activities for the container and will be the holder and owner of the resulting NRC license, is solely responsible for its allocated cost share under the DOE-approved budget and for all NRC licensing costs, and submits itemized invoices to CTI monthly, with CTI obligated to reimburse the Company for 50% of allowable expenditures within five days of CTI's receipt of the corresponding DOE funds. Following successful design and licensing of the container, the Company intends to procure production units from CTI, subject to mutual agreement on final commercial terms. During the period from April 2026 through June 30, 2026, while CTI was a related party, the Company incurred $0.1 million of costs under the Container Project. The costs are recorded in research and development expenses, net of $56,036 invoiced to CTI. All reimbursable amounts for the period from April 2026 through June 30, 2026, were received as of September 30, 2026. There were no comparable transactions during the nine months ended September 30, 2025. Promissory Notes In June 2025, the Company issued to Keeley Marrocco, its Chief Operating Officer, 2,160,000 shares of Class B common stock at a purchase price of $0.21 per share for a total purchase price of $453,600 pursuant to a Restricted Stock Purchase Agreement. The Company concurrently issued to Kurt Terrani, its Chief Executive Officer (“CEO”), 3,425,000 shares of Class B common stock at a purchase price of $0.21 per share for a total purchase price of $719,250. In June 2025, in connection with the restricted stock purchases by Ms. Marrocco and Mr. Terrani, the Company loaned each of them the full purchase price of their respective shares ($453,600 and $719,250, respectively) under promissory notes bearing interest at 4.07% per annum, compounded annually. In May 2026, in connection with Kevin Harrill's restricted stock purchase, the Company loaned Mr. Harrill the full purchase price of his shares under two promissory notes in the aggregate original principal amount of $1,538,898, bearing interest at 4.08% per annum, compounded annually. See Note 10, Share-Based Compensation. Each promissory note was secured by a pledge of the shares purchased thereunder, is 50% recourse to the applicable officer personally and 50% nonrecourse (secured solely by the pledged shares), and was due in full on the ninth anniversary of issuance or earlier upon the occurrence of certain events, including termination of employment or closing of the Company's IPO. In early July 2026, Ms. Marrocco and Mr. Terrani repaid their promissory notes in full, including accrued interest, in the amounts of $473,043 (consisting of $453,600 in principal and $19,443 in accrued interest) and $750,654 (consisting of $719,250 in principal and $31,404 in accrued interest), respectively. Mr. Harrill also repaid his promissory notes in full, including accrued interest, in the aggregate amount of $1,550,236 (consisting of $1,538,898 in principal and $11,338 in accrued interest). In total, the Company received $2,773,933 in repayment of these promissory notes, consisting of $2,711,748 in principal and $62,185 in accrued interest, in connection with the Company's IPO offering in July 2026. As of September 30, 2026, the aggregate outstanding principal under these promissory notes was $0. Because the Company may repurchase unvested shares at the original purchase price if the officer's service ends, the portion of the repayments attributable to unvested shares was recorded as an early exercise liability and is reclassified to additional paid-in capital as the shares vest. As of September 30, 2026, the early exercise liability related to 3,577,100 unvested shares was $2.0 million, of which $0.8 million is classified as current and $1.2 million as non-current.. During the three months ended September 30, 2026, $0.3 million was reclassified from the liability to additional paid-in capital as shares vested. Investors' Rights Agreement The Company is party to an Amended and Restated Investors' Rights Agreement, dated as of January 23, 2026 (the "Investor Rights Agreement"), by and among the Company and certain of its stockholders, including Kurt Terrani, the Company's CEO, Thomas Hendrix, the Company's Founder and Executive Chairman, Keeley Marrocco, the Company's Chief Operating Officer, and entities affiliated with Decisive Point Group, LLC, Welara Capital Partners, Fundomo, and Washington Harbour Partners, each of which beneficially owns more than 5% of the Company's capital stock. The Investor Rights Agreement granted the parties thereto demand, piggyback, and Form S-3 registration rights with respect to their shares. Upon closing of the IPO in July 2026, all provisions of the Investor Rights Agreement terminated other than the registration rights, which survive for five years from the date of the Company's final IPO prospectus or, with respect to any particular stockholder, until earlier eligibility for unrestricted resale under Rule 144.
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