UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 5, 2025

Oklo Inc.

(Exact name of registrant as specified in its charter)

(650) 550-0127

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

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 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On February 3, 2025, Christopher Wright was confirmed as the United States Secretary of Energy by the United States Senate and, as a result, resigned from the board of directors (the “Board”) of Oklo Inc. (the “Company”). Prior to his resignation, Mr. Wright was an independent director and a member of the Board’s Audit Committee, which was composed of three independent directors.

On February 4, 2025, as required by Section 303A.12(b) of the NYSE Listed Company Manual (the “Listed Company Manual”), the Company submitted an interim written affirmation to the New York Stock Exchange (the “NYSE”) as a notice of non-compliance with Section 303A.07(a) of the Listed Company Manual, which requires that the Audit Committee be composed of at least three independent directors. On February 5, 2025, the Company received an official notice of non-compliance from the NYSE (the “NYSE Notice”). The NYSE Notice does not have any immediate effect on the listing of the Company’s common stock, which remains trading under the trading symbol “OKLO.” The Board intends to appoint a new independent director, duly qualified for service on the Audit Committee, as soon as practicable.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.