Item 3. Legal Proceedings
ITEM
3. Legal Proceedings
On August 9, 2024, a putative
securities class action lawsuit was filed against us and certain of our officers in the United States District Court for the Southern
District of New York, captioned Yvette Yang v. Nano Nuclear Energy Inc., et al., No. 1:24-cv-06057 (S.D.N.Y.). The complaint asserts claims
for alleged violations of federal securities laws related to statements concerning our business and prospects, including our progress
toward microreactor development. The plaintiff seeks to represent a class of certain persons who purchased or otherwise acquired our common
stock during the period from May 8, 2024 through July 18, 2024 and seeks unspecified damages and other relief. On October 28, 2024, the
court entered an order appointing Hongyu Xie as lead plaintiff. On November 4, 2024, the court entered a scheduling order for the filing
of lead plaintiff’s amended complaint and a briefing schedule for our anticipated motion to dismiss, under which lead
plaintiff must file an amended complaint by January 6, 2025, and we must file a motion to dismiss by February 21, 2025. We dispute
the allegations in the complaint and intend to defend the case vigorously. The case is at an early stage and we cannot reasonably estimate
the amount of any potential financial loss or cost that could result from the lawsuit.
In addition, on August 23, 2024,
a putative shareholder derivative lawsuit was filed purportedly on behalf of our company, as nominal defendant, against certain of our
directors and officers in the Eighth Judicial District Court of Clark County, Nevada, captioned William Latza, Derivatively on Behalf
of Nano Nuclear, Inc. v. James Walker, et al., No. A-24-900423-C. The complaint asserted claims for alleged breach of fiduciary duties
and corporate waste, among others, related to statements concerning our business and prospects. On November 15, 2024, we filed
a motion to dismiss pursuant to Rule 23.1 of the Nevada Rules of Civil Procedure based on plaintiff’s lack of standing, and the
director and officer defendants filed a motion to dismiss pursuant to Rule 12(b)(5) of the Nevada Rules of Civil Procedure based on plaintiff’s
failure to state a claim upon which relief can be granted. On December 20, 2024, plaintiff filed an amended complaint. The amended complaint
alleges claims for alleged breach of fiduciary duties, corporate waste, market manipulation, and racketeering, among others, related to
our business and prospects, including our progress toward microreactor development, the qualifications of our management, and our investment
in LIS Technologies Inc.
On behalf
of our company, the plaintiff seeks damages from the director and officer defendants and an order directing our company to take actions
to reform and improve corporate governance and internal procedures. The director and officer defendants deny all allegations of liability
and intend to vigorously defend against all claims. Given the preliminary stage of the lawsuit and the inherent uncertainties of litigation,
we cannot determine with certainty the outcome of the case at this time.
In
addition, from time to time, we may be subject to various additional claims, lawsuits, and other legal and administrative proceedings
that may arise in the ordinary course of business. Some of these claims, lawsuits, and other proceedings may range in complexity and
result in substantial uncertainty; it is possible that they may result in damages, fines, penalties, non-monetary sanctions, or relief.
As
we continue to grow and develop our products, we anticipate that we will expend significant financial and managerial resources in the
defense of our products in the future. We also anticipate that we will expend significant financial and managerial resources to defend
against claims that our products and services infringe upon the intellectual property rights of third parties.
ITEM
4. Mine and Safety Disclosure
Not
applicable.
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PART
II