Item 5. Market for Registrant’s Common Equity
ITEM
5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Market
Information
Our
common stock trades on the Nasdaq Stock Market under the symbol “NNE.”
Holders
of Record
As
of December 27, 2024, we had 39 holders of record of our common stock.
Dividend
Policy
We
have never declared or paid any cash dividends on our capital stock, and we do not anticipate paying any cash dividends in the foreseeable
future. The payment of dividends, if any, in the future is within the discretion of our board of directors and will depend on our earnings,
capital requirements and financial condition and other relevant facts. We currently intend to retain all future earnings, if any, to
finance the development and growth of our business.
Under
NRS 78.288, the directors of a corporation may authorize, and the corporation may make, distributions (including cash dividends) to stockholders,
but no such distribution may be made if, after giving it effect:
●
the
corporation would not be able to pay its debts as they become due in the usual course of business; or
●
the
corporation’s total assets would be less than the sum of (x) its total liabilities plus (y) the amount that would be needed,
if the corporation were to be dissolved at the time of distribution, to satisfy the preferential rights upon dissolution of stockholders
whose preferential rights are superior to those receiving the distribution.
The
NRS prescribes the timing of the determinations above depending on the nature and timing of payment of the distribution. For cash dividends
paid within 120 days after the date of authorization, the determinations above must be made as of the date the dividend is authorized.
When making their determination that a distribution is not prohibited by NRS 78.288, directors may consider:
●
financial
statements prepared on the basis of accounting practices that are reasonable in the circumstances;
●
a
fair valuation, including, but not limited to, unrealized appreciation and depreciation; and/or
●
any
other method that is reasonable in the circumstances.
Recent
Sales of Unregistered Securities
During
the past three years, we issued securities that were not registered under the Securities Act as set forth below. The offers, sales and
issuances of the securities described below were exempt from registration either (i) under Section 4(a)(2) of the Securities Act and
the rules and regulations promulgated thereunder in that the transactions were between an issuer and sophisticated investors or members
of its senior executive management and did not involve any offering within the meaning of Section 4(a)(2), or (ii) under Regulation S
promulgated under the Securities Act in that offers, sales and issuances were not made to persons in the United States and no directed
selling efforts were made in the United States, or (iii) under Rule 144A under the Securities Act in that the shares were offered and
sold by the initial purchasers to qualified institutional buyers, or (iv) under Rule 701 promulgated under the Securities Act in that
the transactions were under compensatory benefit plans and contracts relating to compensation.
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In
February 2022, we issued 10,000,000 shares of common stock to I Financial Ventures Group LLC, of which our President, Secretary, Treasurer,
and Chairman of the Board of Directors, Jay Jiang Yu, is the sole shareholder and director, and received proceeds of $50,000.
Between
March 2022 and April 2022, we issued an aggregate of 7,500,000 shares of common stock to certain members of our management team and certain
investors, and received an aggregate proceeds of $375,000.
Between
February 2022 and September 2022, we issued an aggregate of 675,000 shares of common stock to certain consultants for services received.
Between
April 2022 and February 2023, we issued an aggregate of 4,146,869 shares of common stock to certain investors, and received an aggregate
proceeds of $4,146,869.
Between
April 2023 and September 2023, we issued an aggregate of 2,778,000 shares of common stock to certain investors, and received an aggregate
proceeds of $6,945,000.
In
January 2024, we issued an aggregate of 822,144 shares of common stock to certain investors, and received an aggregate gross proceeds
of $2,466,437, of which $2,106,437 was received in advance as of December 31, 2023, and $360,000 was received in January 2024.
In
June 2024, we issued an aggregate of 50,000 shares of common stock to Dr. Maidana as consideration for the ALIP Acquisition.
In
August 2024, we issued an aggregate of 20,000 shares of common stock to certain consultants for services received.
In
August 2024, we issued an aggregate of 250,000 shares of common stock to consultants who exercised their outstanding stock
options.
In
September 2024, we issued an aggregate of 343,000 shares of common stock to consultants who exercised their outstanding stock options.
In
October 2024, we issued an aggregate of 230,000 shares of common stock to consultants who exercised their outstanding stock options.
In
November 2024, we issued an aggregate of 15,000 shares of common stock to consultants who exercised their outstanding stock
options.
In December 2024, we issued an aggregate of 120,000 shares of common stock
to consultants who exercised their outstanding stock options.
On
November 24, 2024, we entered into a Securities Purchase Agreement (the “November 2024 SPA”) with three accredited institutional
investors pursuant to which we agreed to offer and sell an aggregate of $60,000,048 of our securities in a private placement (the “November
2024 Private Placement”), consisting of (i) 2,500,002 shares (“Shares”) of our common stock and (ii) warrants to purchase
up to 2,500,002 shares of common stock (the “November 2024 Warrants”). The Private Placement closed on November 27, 2024.
After deducting the placement agent fees and estimated offering expenses payable by us, we received net proceeds of approximately $55,122,000.
We intend to use these net proceeds for general working capital and general corporate purposes, which could include potential acquisitions
of complementary businesses or assets. Pursuant to the November 2024 SPA, we issued and sold 2,500,002 Shares and associated Warrants
to purchase up to an aggregate of 2,500,002 shares of common stock at a combined purchase price of $24.00 per share. The associated Warrants
have a term of five (5) year with an exercise price of $26.00 per share and will be exercisable immediately upon issuance of the Warrants.
The November 2024 SPA includes standard representations, warranties and covenants of the Company and Investors, including certain restrictions
on future issuances of our capital stock for 30 days following effectiveness of the registration statement discussed below. On November
24, 2024, in connection with the Private Placement, we entered into a registration rights agreement with the investors pursuant to which
we agreed to file a registration statement with the Securities and Exchange Commission (the “SEC”) covering the resale of
the Shares and the shares of Common Stock issuable upon exercise of the Warrants by no later than January 15, 2025 (the date of filing,
the “Filing Date”), with such registration statement to be effective within 30 days of the Filing Date (if such registration
statement is not subject to review by the SEC), or within 60 days after the Filing Date (if such registration statement is subject to
limited or full review by the SEC). The investors are also entitled (subject to certain exceptions) to customary piggyback registration
rights during the period in which the registration statement is effective. We are subject to customary requirements to pay liquidated
damages to the investors in the Private Placement in the event it does not meet certain filing and effectiveness deadlines set forth
in the registration rights agreement in an amount equal to 1% of such investor’s subscription amount, plus interest, as applicable,
on a monthly basis until such event giving rise to the liquidated damages is cured. The Benchmark Company, LLC acted as placement agent
for the Private Placement and received a cash fee equal to 6.0% of the gross proceeds received by us in the Private Placement, a non-accountable
expense allowance equal to 1% of the gross proceeds received by us from the Private Placement, and reimbursement of up to $175,000 in
legal expenses.
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Purchases
of Equity Securities by the Issuer and Affiliated Purchasers
None.
ITEM
6. [Reserved]