Oklo sets up $1.5 billion at-the-market equity offering program

Oklo Inc (NYSE: OKLO) entered into an equity distribution agreement on December 4, 2024, establishing an at-the-market equity offering program with aggregate gross sales proceeds of up to $1.5 billion.

The program involves nine sales agents: Goldman Sachs & Co. LLC, BofA Securities, Inc., Citigroup Global Markets Inc., Morgan Stanley & Co. LLC, Barclays Capital Inc., TD Securities (USA) LLC, Guggenheim Securities, LLC, B. Riley Securities, Inc. and William Blair & Company, L.L.C.

Under the agreement, Oklo may sell shares of its Class A common stock from time to time at its discretion through various methods including ordinary broker transactions, market maker transactions on the New York Stock Exchange or other trading venues, over-the-counter market sales, privately negotiated transactions, and block trades.

The company will pay the sales agents a commission of up to 1.5% of the gross sales price per share sold and will reimburse certain expenses. Oklo retains control over the timing and pricing of sales, with the ability to designate maximum daily sales amounts and minimum price thresholds.

The shares will be issued under Oklo's shelf registration statement on Form S-3, which was declared effective by the Securities and Exchange Commission on December 4, 2024. The company plans to file a prospectus supplement in connection with the offering.

The agreement contains standard representations, warranties, and indemnification provisions for transactions of this type. Either party may suspend the offering by notifying the other party.

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