Nano Nuclear Energy Inc. 10-K

ITEM 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures Our management conducted an evaluation, under the supervision and with the participation of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Based upon that evaluation, our CEO and CFO concluded that, as of September 30, 2024, our disclosure controls and procedures were effective to provide reasonable assurance that the information required to be disclosed by our company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and that such information is accumulated and communicated to the officers who certify our financial reports and to the members of our senior management and board of directors as appropriate to allow timely decisions regarding required disclosure. Management’s Annual Report on Internal Controls over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in the Exchange Act. Internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements prepared for external purposes in accordance with generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Under the supervision and with the participation of our CEO and CFO, our management conducted an evaluation of the effectiveness of our internal control over financial reporting. Based on that evaluation, management concluded that our internal control over financial reporting was effective as of September 30, 2024. 60 In addition, because we are an “emerging growth company” as defined under the terms of the JOBS Act of 2012, our independent registered public accounting firm is not required to issue an attestation report on our internal control over financial reporting. Changes in Internal Control over Financial Reporting There have been no changes in internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) during the year ended September 30, 2024, that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. Inherent Limitations on Internal Controls Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness for future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. No evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. ITEM 9B. Other Information No t Applicable. ITEM 9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections Not Applicable. 61 PART III ITEM 10. Directors, Executive Officers and Corporate Governance Listed below are the names of the directors and executive officers of the Company, their ages as of the date of this Report, their positions held and the year they commenced service with the Company. Name Age Position James Walker 41 Chief Executive Officer, Head of Reactor Development and Director Jay Jiang Yu 44 President, Secretary, Treasurer, and Chairman of the Board of Directors Jaisun Garcha 44 Chief Financial Officer Dr. Tsun Yee Law 41 Independent Director Diane Hare 35 Independent Director Dr. Kenny Yu 37 Independent Director Biographies of Executive Officers and Directors James Walker has been our Chief Executive Officer, Head of Reactor Development and director since 2022. Mr. Walker has over seventeen years of engineering project management experience across various industries, such as construction, mechanical engineering, and nuclear engineering. Since 2020, Mr. Walker has served as the senior executive manager at Ares, where he is responsible for the construction of plants, purchases of land, operations, marketing, financing, safety regulation compliance, and shareholder relations. He is also concurrently serving on the board of directors of several small-cap publicly traded companies in Canada, including Bayhorse Silver Inc. (Ticker: BHS, Canada: TSX Venture) and Xander Resources, Inc. (Ticker: XND, Canada: TSX Venture), and serves as a consultant to LIST. From 2016 to 2020, Mr. Walker served as the head of company strategy of Lithium Energy Products (or Lithium), a company primarily engaged in the exploration of lithium prospects, where he oversaw the company’s projects, resource allocation, grant submissions, and collaborative ventures. Prior to joining Lithium, from 2013 to 2016, Mr. Walker was an engineering project manager for the United Kingdom’s Ministry of Defence (or the Ministry of Defence). While there, he was responsible for infrastructure projects and worked in each stage of the nuclear product life cycle, from concept to decommissioning. At the Ministry of Defence, Mr. Walker was primarily engaged in design, modelling, rigs, testing, and problem shooting. He also managed multidisciplinary teams involving engineers, managers, contractors and finance and commercial personnel, and served as the project lead and manager for the building of a nuclear material reclamation plant, and as the engineering manager for constructing factories and facilities designed to manufacture reactor cores. Between 2012 and 2013, Mr. Walker was seconded and worked as a nuclear physicist at Rolls-Royce, leading a project to model various configurations of Rolls-Royce’s Zero-Power reactor using probabilistic physics software to digitally replicate real-world behavior and determine program accuracy margins. Prior to this role, Mr. Walker served as a mechanical engineer and a nuclear engineer at the Ministry of Defence. Mr. Walker holds a Bachelor of Engineering degree in Mechanical Engineering from the University of Nottingham, a Master of Science degree in Mining Engineering from the University of Exeter, and a Master of Science degree in Nuclear Engineering from Cranfield University. He is also a Chartered Engineer (CEng, issued 2014) with the IMechE, a Professional Engineer (PEng, issued 2023) with the Canadian Council of Professional Engineers, qualified Project Manager with APM in 2015, and a Chartered Physicist with the Institute of Physics in 2023. We believe that Mr. Walker is well qualified to serve as a director of our company because of his extensive experience within the nuclear industry and with public markets and the operation of public and private companies. Jay Jiang Yu is our founder, and has been our President, Secretary and Treasurer, and Chairman of the Board since 2022. Since 2022, Mr. Yu has served as president and chairman of the board of LIST. Since 2022, Mr. Yu has been the chairman of the board of directors of St. James Gold Corp. (or St. James Gold), a Canadian-based publicly traded company (Ticker: LORD, Canada: TSX Venture) engaged in the acquisition, exploration, and development of mineral properties. Since 2008, Mr. Yu has served as the chief executive officer and chairman of the board of directors of I Financial Ventures Group, a corporate advisory and start-up consulting business that advises private and public companies. Mr. Yu is also the founder and chief executive officer of Lunar NYC Inc., a youth-focused 501(c)(3) non-profit organization. Earlier in his career, Mr. Yu worked as an analyst in the Corporate & Investment Banking Division at Deutsche Bank, on Wall Street in New York City. 62 Mr. Yu holds a bachelor’s degree in psychology from the City College of New York. He has completed core classes from Borough of Manhattan Community College and has taken continuing education classes at Columbia University. We believe Mr. Yu is qualified to serve as a director of our company because of his experience with public companies, capital fundings, structured financing, and other business development services. In 2021, Mr. Yu was honored as one of The Outstanding 50 Asian Americans in Business. Jaisun Garcha has been our Chief Financial Officer since 2022. Mr. Garcha has extensive experience and knowledge in financial management, corporate governance, and risk management for public and private companies. Since 2022, Mr. Garcha has served as the part time chief financial officer and a director at LIST. From March 2022 to October 2024, Mr. Garcha served as the chief financial officer of St. James Gold (“St. James”), a Canada-based publicly traded company (Ticker: LORD, Canada: TSX Venture) engaged in mining exploration. From February 2013 to October 2024, Mr. Garcha served as the chief financial officer of Snipp Interactive Inc. (“Snipp Interactive”), a Canada-based publicly traded company (Ticker: SPN, Canada: TSX Venture) engaged in global loyalty and promotion solutions. Prior to this, Mr. Garcha served as the chief financial officer or senior financial consultant of various private and public companies in a wide spectrum of sectors including but not limited to mining, oil and gas exploration, and venture capital. Mr. Garcha began his career as an accountant in 2001. Over the course of his twenty-year career, Mr. Garcha has assisted several companies in going public through initial public offerings and reverse takeovers. Mr. Garcha is a Chartered Professional Accountant (CPA), Certified General Accountant (CGA) and holds a Bachelor of Science degree from the University of British Columbia and a Master of Business Administration from Laurentian University. Dr. Tsun Yee Law has been our director since 2022. Dr. Law is a physician who holds professional memberships in Doctors for Nuclear Energy and the American College of Nuclear Medicine. Since 2022, Dr. Law has served as a director at LIST. Since 2014, Dr. Law has practiced orthopedic medicine in South Florida, specializing in hip and knee osteoarthritis. He is actively engaged in clinical research with a special focus on robotic and sensor technologies, medical innovation, and healthcare investments. Dr. Law has served as a physician consultant for Flagler Healthcare Investment Property Group since 2015 and has served as a physician consultant for Financial Ventures Group since 2017. Dr. Law has a Bachelor of Business Administration from Davenport University, a Doctorate of Medicine from American Global University School of Medicine, and a Master of Business Administration from Davenport University. We believe that Dr. Law is qualified to serve as a director of our company because of his education background in nuclear medicine and nuclear energy as well as his business background. Diane Hare has been our director since April 28, 2023. Ms. Hare has been the chief executive officer of BizLove LLC (or BizLove), a consultancy firm which she founded in 2018, primarily engaged in helping organizations grow by delivering strategic positioning and cross-functional strategies for transformative moments such as mergers and acquisitions, product and service launches, growth strategies, and digital/data priorities. From 2011 to 2018, Ms. Hare worked at Ernst & Young, where she served the fortune 500 and specialized in purpose-driven enterprise transformation. Ms. Hare holds a Bachelor of Business Administration in Finance from Iona University and received her Maser of Business Administration in Marketing and International Business from Long Island University. We believe Ms. Hare is qualified to serve as a director of our company because of her experience in business strategy consultancy. Dr. Kenny Yu has been our director since May 8, 2023. Dr. Yu is a licensed pharmacist in New York and has been the director of Pharmacy Services at NYU Langone Health since 2021. In this role, he provides executive leadership and coordination for all pharmacy services provided within NYU Langone Health to promote the standardization and alignment of practices across all pharmacy sites. Dr. Yu has also served as Educational Advisory Counsel at Apexus LLC, a company engaged in increasing access to medications and improving patient care nationwide. Dr. Yu was the inaugural director of 340B pharmacy services, a drug pricing program, in 2016. In this role, he managed both the compliance and optimization of the 340B program, which he and his team built from the ground up. Dr. Yu holds a Master of Business Administration from George Washington University and a Doctorate in Pharmacy from the Ernest Mario School of Pharmacy at Rutgers University. We believe that Dr. Yu is qualified to serve as a director of our company because of his experience in analyzing and interpreting financial information. 63 Our Executive Advisory Board We have assembled an Executive Advisory Board comprised of military, scientific and governmental experts. Our Executive Advisory Board provides industry knowledge and important contacts to our management team. The following table sets forth certain information regarding our Executive Advisory Board: Name Age Position Gen. Wesley K. Clark (Ret.)., KBE 79 Chairman of Executive Advisory Board for Military and Defense Dr. Robert Gallucci 78 Chairman of the Executive Advisory Board for Nuclear Policy Gov. Andrew M. Cuomo 67 Executive Advisory Board Member Lt. General Terry G. Robling (Ret.) 70 Chairman of the Executive Advisory Board for Federal and Defense Appropriations and Requirements Daniel M. Donovan Jr. 68 Chairman of the Executive Advisory Board for Market Intelligence Mark Nichols 55 Executive Advisor for Military, Defense and Policy Dr. Lassina Zerbo 61 Chairman of the Executive Advisory Board for Africa David Huckeba 69 Chairman of the Executive Advisory Board for USA Ruth Jin 49 Chair of Executive Advisory Board for Corporate Governance Michelle Amante-Harstine 68 Senior Strategic Advisor to the Executive Advisory Board for U.S. Energy Initiatives Tom Cuce 60 President of Advanced Fuel Transportation (our subsidiary) Darlene T. DeRemer 69 Chairwoman of its Executive Advisory Board for Institutional Finance Gen. Wesley K. Clark (Ret.), KBE has been the Chairman of Executive Advisory Board for Military and Defense since 2023. General Clark graduated first in his class from WestPoint Academy in June 1966 with a bachelor’s degree, and was awarded a Rhodes Scholarship to the University of Oxford, where he obtained a M.A. degree in Economics. His military career involved multiple commands and spanned three decades, propelling him into the international spotlight. From 1994 to 1996, he acted as director of strategic plans and policy for the Joint Chiefs of Staff at the Pentagon. General Clark then took the role of the lead military negotiator for the Bosnian Peace Accords in 1995 before serving as the Supreme Allied Commander Europe, the second-highest military position within NATO, from July 1997 to May 2000. In 2000, Gen. Clark received the Presidential Medal of Freedom from President Bill Clinton for his service to the nation, and in 2003 ran for President of the United States. In 2004, Gen. Clark founded and continues to serve as Chairman and Chief Executive Officer of Wesley K. Clark & Associates, a strategic advisory and consulting firm, and in 2009, he co-founded and became chairman of Enverra, Inc., an investment banking firm. Between 2018 and 2019, Gen. Clark served as a Centennial Fellow at Georgetown University. In 2019, Gen. Clark founded Renew America Together, a non-profit intended to promote and achieve greater common ground in America by reducing partisan division and gridlock. Gen. Clark currently also serves Chairman and Founder of Enverra, Inc., a licensed investment bank; Chairman of Energy Security Partners, LLC, an energy security company; as well as a board member for, among other companies, BNK Petroleum, Leagold Mining, and International Crisis Group. He also serves as the Co-Chair of Growth Energy, Chairman of Clean Terra, Inc., and Chairman of City Year Little Rock, an education advocacy group in that city. Dr. Robert Gallucci has been the chairman of our Executive Advisory Board for Nuclear Policy since 2023. Dr. Gallucci previously served as U.S. Ambassador-at-Large and Special Envoy for the U.S. Department of State, focusing on the non-proliferation of ballistic missiles and weapons of mass destruction. He was the chief U.S. negotiator during the North Korean nuclear crisis of 1994, and served as Assistant Secretary of State for Political Military Affairs and as Deputy Executive Chairman of the United Nations Special Commission following the first Gulf War. Upon leaving public service, Dr. Gallucci served as Dean of the School of Foreign Service at Georgetown University for 13 years, and since January 2018, he has been serving as Distinguished Professor in the Practice of Diplomacy at Georgetown University. Dr. Gallucci was named president of the John D. and Catherine T. MacArthur Foundation in 2009. Dr. Gallucci holds a Bachelor of Arts from Stony Brook University, and a Master of Arts and a Doctor of Philosophy from Brandeis University. 64 Gov. Andrew M. Cuomo has been our Executive Advisory Board Member since March 2024. Gov. Cuomo served as the 56th Governor of New York from 2011 to 2021. Before his tenure as governor, he was the Secretary of Housing and Urban Development under President Bill Clinton from 1997 to 2001 and served as New York’s Attorney General from 2007 to 2010. Gov. Cuomo oversaw numerous significant initiatives, including the Clean Energy Standard, during his time in office as well as major infrastructure developments like the Mario M. Cuomo Bridge construction and the LaGuardia Airport redevelopment. He supported social initiatives such as the Marriage Equality Act and managed responses to Hurricane Sandy and the COVID-19 pandemic during his time as governor. Gov. Cuomo received a Bachelor of Arts degree from Fordham University and a Juris Doctor degree from Albany Law School. Lt. General Terry G. Robling (Ret.) has been chairman of our Executive Advisory Board for Federal and Defense Appropriations and Requirements since August 2024. Lt. General Robling’s 38 years of distinguished service in the United States Marine Corps earned him 31 Department of Defense commendations, including the Order of the Rising Sun from the Emperor of Japan and the Legion of Honour (Rank of Knight) from the President of France. A three-star general, Lt. Gen. Robling culminated his military career as the Commanding General of U.S. Marine Corps Forces, Pacific, where he oversaw all Marine Corps operations in the strategically vital Asia-Pacific region. A naval aviator with over 5,200 flight hours and a graduate of the U.S. Navy Fighter Weapons School (“Top Gun”), Lt. Gen. Robling has participated in numerous combat and operational missions. His leadership roles positioned him as one of the most influential figures in the Marine Corps, responsible for managing large-scale military operations and fostering international partnerships critical to U.S. national security. Following his retirement, Lt. Gen. Robling turned to the private sector, founding a firm specializing in consulting services for large aerospace manufacturers, before eventually taking up the positions of Chief Executive Officer and Chairman of the Board of PKL Services Inc., which he held for over five years. Currently, Lt. Gen. Robling is a strategic advisor to numerous companies and sits on the advisory board of multiple non-profit associations. Lt. General Robling received of Bachelor of Science degree from Central Washington University and a Master’s Degree from the National Defense University. Daniel M. Donovan Jr. has been chairman of our Executive Advisory Board for Market Intelligence since August 2024. From 2015 to 2019 he served as a member of the U.S. House of Representatives representing the 11 th District of New York. During his time in Congress, Mr. Donovan was a vocal advocate for national security, veterans’ affairs, and disaster recovery, serving on several key committees and subcommittees. As part of the Committee on Homeland Security, he chaired the Subcommittee on Emergency Preparedness, Response, and Communication, and was also an active member of the Subcommittee on Cybersecurity, Infrastructure Protection, and Security Technologies. Additionally, Mr. Donovan contributed to the Committee on Foreign Affairs, where he served on the Subcommittee on Africa, Global Health, Global Human Rights, and International Organizations, as well as the Subcommittee on the Western Hemisphere. Mr. Donovan also previously serviced as the District Attorney for Richmond County, New York (Staten Island) and as an Assistant District Attorney for New York County. Mr. Donovan received a Bachelor of Arts degree from St. John’s University and a Juris Doctor degree from Fordham University. Mark Nichols has been our Executive Advisor for Military, Defense and Policy since 2023. Currently, Mr. Nichols is President of Seven Summits LLC, a strategic advisor firm in Washington D.C. Mr. Nichols has an extensive background in European affairs, energy, infrastructure, commodities, emerging markets, and national security. From 2004 to 2011, Mr. Nichols worked at Wesley K. Clark and Associates, focusing on a variety of projects in the energy, defense, and security sectors. Previously during the Clinton Administration, Mr. Nichols was a senior advisor at the State Department in the Office of the Assistant Secretary for Europe. He worked on the NATO 50 th Anniversary Summit, The Sarajevo Summit and the Stability Pact for Southeast Europe, a multi-billion dollar program with the EU to rebuild the region after the wars in Bosnia and Kosovo. Mr. Nichols earned a Bachelor of Arts in European History from Bard College and graduated from Columbia University with a master’s degree in international affairs (SIPA). 65 Dr. Lassina Zerbo has been the chairman of our Executive Advisory Board for Africa since 2022. Dr. Zerbo is a Burkinabé politician and scientist who served as the Prime Minister of Burkina Faso from 2021 to 2022. Since 1994, he has served as a nuclear science diplomat and a geophysicist, focusing on Africa’s responses to global challenges. Dr. Zerbo currently serves as a chairman of the board of directors at the Rwanda Atomic Energy Board, an organization which establishes nuclear facilities based on the international standards, and coordinates the research and implementation of the Centre for Nuclear Science and Technology project. From 2013 to 2021, Dr. Zerbo served as the 3rd Executive Secretary of the Comprehensive Nuclear-Test-Ban Treaty Organization, an interim organization tasked with building up the verification regime of the Comprehensive Nuclear-Test-Ban Treaty in preparation for the treaty’s entry into force. Between 1992 and 1994, Dr. Zerbo was a post-doctorate in Airborne Radiometric and Electromagnetic at Geoterrex, Ottawa, and a post-doctorate in Time Domain Electromagnetic and Complex Resistivity at Zonge Engineering and Research Organization in Tucson, Arizona. Dr. Zerbo received a Ph.D. in Geophysics at Université de Paris XI, in Orsay, France in 1992, a Master of Science in Geophysics at Université de Paris VI in, Paris, Jussieu, France in 1989, and a bachelor’s degree in Fundamental and Applied Geology at Université de Caen in Normandie, France in 1988. David Huckeba has been the chairman of our Executive Advisory Board for the USA since 2022. Mr. Huckeba has been a managing partner of FreightSource LLC, a third-party logistics company engaged in transportation management services, since January 2018. Mr. Huckeba is also currently a partner of Monolith Commercial Group, LLC, a nationwide general contracting firm that specializes in hospitality and hotel renovation. Mr. Huckeba spent 34 years at UPS, where he held various leadership positions in operations, industrial engineering, and corporate transportation planning. Since retiring from UPS in 2010, Mr. Huckeba has started four transportation focused companies, a restaurant and hospitality company with four restaurant concepts, and a hotel and commercial general contracting company. Mr. Huckeba received a Bachelor of Arts in Business from DePaul University. Ruth Jin has been the Chair of Executive Advisory Board for Corporate Governance since 2023. Ms. Jin has 19 years of experience delivering high-quality and business-focused legal solutions to private fund sponsors and asset managers of all sizes and strategies. Her work encompasses a variety of matters, including fund formation, regulatory compliance, exit strategies, private and public securities offerings, forming a SPAC, and guiding portfolio companies for their initial public offerings. In addition, Ms. Jin has extensive experience advising businesses through all stages of growth from start-up and capital raising right through to initial public offering and their ongoing securities law compliance and periodic reporting. Ms. Jin is recognized as Top 10% Attorneys by Lawyers of Distinction and was selected as a Top Rated Lawyer and a Legal Leader by ALM on New York Magazine and New York Law Journal in 2020, 2021, and 2022, respectively. She was also selected as a 2019 Woman Leaders in the Law by ALM on New York Law Journal and New York Magazine and in 2013, she was selected as Rising Star by Super Lawyer magazine, a rating company of outstanding lawyers by Thomson Reuters. Ms. Jin received a Bachelor of Laws from Peking University, a Master of Laws and a Doctor of Juridical Science from University of Tokyo, and a Master of Laws from Georgetown University. Michelle Amante-Harstine has been the Senior Strategic Advisor to the Executive Advisory Board for U.S. Energy Initiatives since 2023. Since 2022, she has been the Chief Executive Officer of Congressional Energy Engagement, LLC., a company engaged in empowering lasting U.S. bi-partisan energy solutions, and since 2023, she has also been serving on the Tennessee Nuclear Energy Advisory Council. Between 2017 and 2020, Ms. Harstine served on the DOE’s Office of Nuclear Energy, where she was a Senior Advisor for Stakeholder Engagement, where she developed strategic relationships, designed, developed, and led inaugural initiatives on Capitol Hill, such as the Atomic Wings Lunch & Learns and the Up & Atom Morning Briefings, bringing together Members of Congress, Congressional staff, industry, educational institutions, national laboratories, Embassy representatives and the Administration. With over 25 years of experience in both the public and private sectors spearheading government, business, community and organization initiatives, Ms. Harstine focuses on advanced nuclear technologies through strategic communication engagements among bipartisan Members of Congress and C-level industry and organization leaders. She developed the U.S. Congressional Energy Leaders Forum, monthly by-invitation only bipartisan programs for U.S. Members of Congress and C-Level nuclear energy leaders and has brought them under the American Nuclear Society with the Nuclear Policy Leadership Dinner & Discussion. She previously launched the National K-12 education initiative “Navigating Nuclear: Energizing Our World” with DOE, the American Nuclear Society and Discovery Education, to engage the ORNL and University Students for two-day immersive programs. 66 Tom Cuce has been President of Advanced Fuel Transportation Inc. since 2023. His expertise has been honed by over 25 years of driving transformative supply chain solutions and profitability through strategic planning and process optimization across the global logistics and package delivery industry. Mr. Cuce has held numerous positions with UPS, the multinational shipping and receiving and supply chain management company, including Vice-President of Package Operations and Southern California District Manager, before serving as UPS President of Global Transportation. He currently serves on the Advisory Board of several private companies and is the Founder and President of Summit View Solutions. Mr. Cuce received a Bachelor of Science in Business Administration and Management from Manhattan College. Darlene T. DeRemer has been our Chairwoman of Executive Advisory Board for Institutional Finance since November 2024. With over 25 years of experience as a leading adviser in the financial services industry, Ms. DeRemer has specialized in strategic marketing, product design, and the implementation of innovative service strategies. Ms. DeRemer is the Chair of the ARK Invest ETF Trust Board and co-founder of Grail Partners LLC, where she leads the firm’s Boston office. As a senior banker, she focuses on the global asset management industry, advising clients on a wide range of strategic transactions. Before transitioning into investment banking, Darlene led or participated in numerous advisory transactions. Her current clients include institutional and mutual fund managers in the U.S., as well as alternative investment firms seeking to access public markets both domestically and internationally. Previously, Ms. DeRemer ran NewRiver’s eBusiness Advisory unit for four years and operated her own strategy firm, DeRemer + Associates, for 18 years. Founded in 1987, DeRemer + Associates was the first consultancy focused on the U.S. mutual fund industry. Darlene holds a BS in finance and marketing (summa cum laude, 1977) and an MBA with distinction (1979) from Syracuse University. Role of the Executive Advisory Board The role of our Executive Advisory Board is to assist our management with general business and strategic planning, leveraging the expertise of its members in nuclear industry, military and governmental matters. The function of the Executive Advisory Board includes, without any limitation, the following: ● leveraging their professional networks and relationships to connect us with key industry stakeholders, potential partners, clients, and other valuable contacts and marketing resources; ● assessing the impact of our programs, projects and events; ● offering ad hoc support and expertise on specific challenges or opportunities as they arise, serving as a valuable resource for our management team; ● serving as a non-political advocate and ambassador for our company, including seeking new business opportunities for us and connecting us with individuals relevant to the development and advancement of our projects. ● offering strategic advice and counsel to our management team based on the members’ diverse experiences and expertise, contributing to the formulation and execution of effective business strategies; and ● providing industry-specific knowledge and insights to help us navigate market trends and safety standards, anticipate challenges, and identify opportunities for growth and innovation. Consulting Agreements with the Members of the Executive Advisory Board We have entered into a consulting agreement with each member of our Executive Advisory Board under similar terms and conditions, except for Gov. Andrew M. Cuomo and Mark Nichols. Our arrangement with Gov. Andrew M. Cuomo has been formalized through a consulting agreement with Innovation Strategies LLC, who serves as the manager, and is subject to analogous terms and conditions, and our arrangement with Mark Nichols has also been formalized through a consulting agreement with Seven Summits, LLC, who serves as the president, and is subject to analogous terms and conditions. Our Executive Advisory Board members are not employees of our company; instead, they serve as independent contractors and can resign or be terminated by us at any time. They may pursue any other activities and engagements during their terms of agreements with us. 67 Pursuant to these consulting agreements, each member of our Executive Advisory Board is entitled to certain cash payments and options to purchase shares of our common stock for services rendered. These agreements also contain customary restrictive covenants relating to confidentiality, non-solicitation, non-disparagement, and indemnification. The term of these agreements is between 18 months and 36 months, commencing from their respective effective dates between August 2022 and August 2023, subject to early termination. During the fiscal years ended September 30, 2024 and 2023, our executive advisory board was paid a total of $247,500 and $70,000, respectively. Option Agreements with the Members of the Executive Advisory Board We have entered into stock option agreements with the members of our Executive Advisory Board pursuant to the 2023 Stock Option Plan #2 (as defined below), except for Tom Cuce and Gov. Andrew M. Cuomo who were granted options that are not governed by either our 2023 Stock Option Plan #1 or our Stock Option Plan #2. Under the stock option agreements, each member was granted an option to acquire certain common stock at certain exercise price. Their options shall fully vest on the effective date of their option agreements and exercisable at any time until their respective expiration date. The following table provides information regarding each stock options held by the named member of our Executive Advisory Board as of the date of this Report. Grant Date Vesting Start date Number of securities underlying unexercised options vested (#) Number of securities underlying unexercised options unvested (#) Options exercise price ($) Option Expiration date Gen. Wesley K. Clark KBE August 30, 2023 August 30, 2023 125,000 - $ 3.00 August 30, 2026 Gov. Andrew M. Cuomo March 13, 2024 March 13, 2024 125,000 - $ 3.00 March 13, 2027 Mark Nichols June 7, 2023 June 7, 2023 62,000 - $ 3.00 June 7, 2026 Ruth Jin June 7, 2023 June 7, 2023 50,000 - $ 3.00 June 7, 2026 Michelle Amante-Harstine August 30, 2023 August 30, 2023 50,000 - $ 3.00 August 30, 2026 Tom Cuce August 30, 2023 August 30, 2023 60,000 - $ 3.00 August 30, 2026 Family Relationships There are no family relationships between or among any of the current directors, executive officers or persons nominated or charged to become directors or executive officers. Number and Terms of Office of Officers and Directors Our business and affairs are organized under the direction of our board of directors. Our board of directors consists of five directors, including two executive directors and three independent directors. Our bylaws provide that the number of directors will be fixed by the board of directors within a range of between one and fifteen directors. The directors need not be stockholders unless so required by our articles of incorporation. The minimum or maximum number may be increased or decreased from time to time only by an amendment to the bylaws, which power belongs exclusively to our board of directors. Our officers are appointed by the board of directors and shall hold office at the discretion of the board of directors until their successors are duly elected and qualified, unless sooner removed. Our board of directors is authorized to appoint officers to the offices set forth in our bylaws. 68 Director Independence The Nasdaq listing standards require that a majority of our board of directors be independent. An “independent director” is defined generally as a person who has no material relationship with the listed company (either directly or as a partner, shareholder or officer of an organization that has a relationship with our company). We have three “independent directors” as defined in the Nasdaq listing standards and applicable SEC rules prior to completion of this offering. Our board has determined that Dr. Tsun Yee Law, Dr. Kenny Yu and Ms. Diane Hare are independent directors under applicable SEC and Nasdaq rules. Our independent directors have regularly scheduled meetings at which only independent directors are present. Board Committees Our board of directors has established an Audit Committee, a Nominating and Corporate Governance Committee and a Compensation Committee. Our board of directors has adopted a charter for each of these three committees. Copies of each committee’s charter have been posted on the Investor Relations section of our website, which are located at www.nanonuclearenergy.com. Each of the committees of our board of directors shall have the composition and responsibilities described below. Our board of directors may from time to time establish other committees as it deems appropriate. Audit Committee Drs. Kenny Yu, Tsun Yee Law and Ms. Diane Hare serve as members of our Audit Committee with Dr. Tsun Yee Law serving as the chairman of the Audit Committee. Each of our Audit Committee members satisfies the “independence” requirements of the Nasdaq listing rules and meets the independence standards under Rule 10A-3 under the Exchange Act. Our board of directors has determined that Ms. Diane Hare possesses accounting or related financial management experience that qualifies her as an “audit committee financial expert” as defined by the rules and regulations of the SEC. Our Audit Committee oversees our accounting and financial reporting processes and the audits of our financial statements. Our Audit Committee performs several functions, including: ● evaluating the performance, independence and qualifications of our independent registered public accounting firm and determining whether to retain our existing independent registered public accounting firm or engage new independent registered public accounting firm; ● reviewing and approving the engagement of our independent registered public accounting firm to perform audit services and any permissible non-audit services; ● reviewing our annual and quarterly financial statements and reports, including the disclosures contained under the caption “ Management’s Discussion and Analysis of Financial Condition and Results of Operations ,” and discussing the statements and reports with our independent registered public accounting firm and management; ● reviewing with our independent registered public accounting firm and management significant issues that arise regarding accounting principles and financial statement presentation and matters concerning the scope, adequacy and effectiveness of our financial controls; ● reviewing our major financial risk exposures, including the guidelines and policies to govern the process by which risk assessment and risk management is implemented; and ● reviewing and evaluating on an annual basis the performance of the audit committee, including compliance of the audit committee with its charter. 69 Compensation Committee Drs. Kenny Yu, Tsun Yee Law and Ms. Diane Hare serve as members of our Compensation Committee with Dr. Tsun Yee Law serving as the chairman of the Compensation Committee. All of our Compensation Committee members satisfy the “independence” requirements of the Nasdaq listing rules and meet the independence standards under Rule 10A-3 under the Exchange Act. The functions of this committee include, among other things: ● reviewing, modifying and approving (or if it deems appropriate, making recommendations to the full board of directors regarding) our overall compensation strategy and policies; ● reviewing and approving the compensation, the performance goals and objectives relevant to the compensation, and other terms of employment of our executive officers; ● reviewing and approving (or if it deems appropriate, making recommendations to the full board of directors regarding) the equity incentive plans, compensation plans and similar programs advisable for us, as well as modifying, amending or terminating existing plans and programs; ● reviewing and approving the terms of any employment agreements, severance arrangements, change in control protections and any other compensatory arrangements for our executive officers; ● reviewing with management and approving our disclosures under the caption “ Compensation Discussion and Analysis ” in our periodic reports or proxy statements to be filed with the SEC; and ● preparing the report that the SEC requires in our annual proxy statement. Nominating and Corporate Governance Committee Drs. Kenny Yu, Tsun Yee Law and Ms. Diane Hare serve as members of our Nominating and Corporate Governance Committee with Ms. Diane Hare serving as the chairwoman of the Nominating and Corporate Governance Committee. All of our Nominating and Corporate Governance Committee members satisfy the “independence” requirements of the Nasdaq listing rules and meet the independence standards under Rule 10A-3 under the Exchange Act. The functions of this committee include, among other things: ● identifying, reviewing and evaluating candidates to serve on our board of directors consistent with criteria approved by our board of directors; ● evaluating director performance on the board and applicable committees of the board and determining whether continued service on our board is appropriate; ● evaluating, nominating and recommending individuals for membership on our board of directors; and ● evaluating nominations by stockholders of candidates for election to our board of directors. The nominating and corporate governance committee takes into account many factors in determining recommendations for persons to serve on the board of directors, including the following: ● personal and professional integrity, ethics and values; ● experience in corporate management, such as serving as an officer or former officer of a publicly-held company; ● experience as a board member or executive officer of another publicly-held company; ● strong finance experience; 70 ● diversity of expertise and experience in substantive matters pertaining to our business relative to other board members; ● diversity of background and perspective including, without limitation, with respect to age, gender, race, place of residence and specialized experience; ● experience relevant to our business industry and with relevant social policy concerns; and ● relevant academic expertise or other proficiency in an area of our business operations. Role of Board in Risk Oversight Process Jay Jiang Yu, our President, Secretary, Treasurer, and Chairman of the Board of Directors, beneficially owns approximately 28.70% of the voting power of our common stock as of the date of this Report. Periodically, our board of directors assesses these roles and the board of directors leadership structure to ensure the interests of our company and our stockholders are best served. Our board of directors has determined that its current leadership structure is appropriate. Jay Jiang Yu, our President, Secretary, Treasurer, and Chairman of the Board of Directors, and James Walker, our CEO and director, have extensive knowledge of all aspects of our company, our business and risks. While management is responsible for assessing and managing risks to our company, our board of directors is responsible for overseeing management’s efforts to assess and manage risk. This oversight is conducted primarily by our full board of directors, which has responsibility for general oversight of risks, and standing committees of our board of directors. Our board of directors satisfies this responsibility through full reports by each committee chair regarding the committee’s considerations and actions, as well as through regular reports directly from officers responsible for oversight of particular risks within our company. Our board of directors believes that full and open communications between management and the board of directors are essential for effective risk management and oversight. Compensation Committee Interlocks and Insider Participation None of our executive officers serves, or in the past has served, as a member of our board of directors compensation committee, or other committee serving an equivalent function. None of the members of our compensation committee is, or has ever been, an officer or employee of our company. Amended and Restated Code of Business Conduct and Ethics In December 2024, our board of directors adopted an amended and restated written code of business conduct and ethics (originally adopted in April 2024 prior to our initial public offering) that applies to our employees, officers and directors. A current copy of the current code is posted on the Corporate Governance section of our website, which will be located at https://ir.nanonuclearenergy.com/corporate-governance/governance-overview . The amendments to the code undertaken in December 2024 were t echnical, administrative or non-substantive. We intend to disclose future amendments to certain provisions of our code of business conduct and ethics, or waivers of such provisions applicable to any principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, and our directors, on our website identified above or in filings with the SEC. Amended and Restated Insider Trading Policy In December 2024, our board of directors adopted an Amended and Restated Insider Trading Policy, which updated the policy adopted in April 2024. The policy was adopted in order that we can take an active role in the prevention of insider trading violations by our officers, directors, employees, consultants, attorneys, advisors and other related individuals. The Amended and Restated Insider Trading Policy is filed as an exhibit to this Report. 71 Section 16(a) Beneficial Ownership Reporting Compliance Section 16(a) of the Exchange Act requires our directors, executive officers and ten percent stockholders to file initial reports of ownership and reports of changes in ownership of our common stock with the Commission. Directors, executive officers and ten percent stockholders are also required to furnish us with copies of all Section 16(a) forms that they file. Based solely on our review of such forms furnished to us and written representations from certain reporting persons, we believe that during the year ended September 30, 2024, all reports applicable to our executive officers, directors and greater than 10% beneficial owners were filed in a timely manner in accordance with Section 16(a) of the Exchange Act. ITEM 11. Executive Compensation This section discusses the material components of the executive compensation program for our named executive officers for the years ended September 30, 2024 and 2023. Individuals we refer to as our “named executive officers” include our President, Chie Executive Officer and any other highly compensated executive officers whose salary and bonus for services rendered in all capacities equaled or exceeded $100,000 during the fiscal years ended September 30, 2024 and 2023. Summary Compensation Table The following table presents the compensation awarded to or earned by or paid to our named executive officers during the fiscal years ended September 30, 2024 and 2023. Name and Principal Position Year Salary ($) Bonus ($) Option Awards ($) Non-Equity Incentive Plan Compensation ($) Nonqualified Deferred Compensation Earnings ($) All Other Compensation ($) Total ($) Jay Jiang Yu 2024 - - - - - $ 390,000 $ 390,000 President, Secretary, Treasurer, and Chairman of the Board of Directors 2023 - - $ 317,652 - - $ 225,000 $ 542,652 James Walker 2024 - - - - - $ 185,000 $ 185,000 Chief Executive Officer and Director 2023 - - $ 317,652 - - $ 90,000 $ 407,652 Jaisun Garcha 2024 - - - - - $ 170,000 $ 170,000 Chief Financial Officer 2023 - - $ 77,786 - - $ 90,000 $ 167,786 Narrative to Summary Compensation Table Employment Agreement with Jay Yu On October 17, 2024, we entered into an employment agreement with Jiang Jay Yu, pursuant to which Mr. Yu will continue to serve as our President, reporting to our board of directors. The Compensation Committee of our board (with the members of such committee also comprising a majority of the entire board) independently reviewed and approved the employment agreement. 72 The employment agreement has an effective date of October 1, 2024, and has a three-year term, after which the employment agreement will automatically renew for additional one-year period unless either party provides written notice of its intention not to extend the employment agreement at least 90 days prior to a renewal date. Mr. Yu will provide no less than 40 hours per week to the business and affairs of our company. The employment agreement entitles Mr. Yu to a base salary of $420,000, eligibility for an annual bonus, eligibility for equity-based compensation awards and fringe benefits, perquisites, and employee benefits consistent with our practices. The employment agreement also entitles Mr. Yu to be indemnified and advanced legal fees to the maximum extent permitted under our bylaws and other governing documents. Under the employment agreement, if we terminate Mr. Yu without “Cause” or Mr. Yu terminates employment with the Company for “Good Reason” (each as defined in the employment agreement), subject to the execution and non-revocation of a release of claims, Mr. Yu is entitled to receive the following: (i) 100% of any earned, pro-rated bonus, (ii) continued base salary for one year following termination, (iii) subsidized COBRA coverage for up to 18 months, and (iv) the treatment of Mr. Yu’s outstanding equity awards to be determined in accordance with the applicable equity plan and award agreement. The employment agreement includes standard restrictive covenants in favor of our company, including confidentiality and one-year post-termination customer and employee non-solicitation and non-competition restrictions. Consulting Agreements with Our Executive Officers We have entered into a consulting agreement with each of our executive officers under similar terms except for Jay Jiang Yu, our President, Secretary, Treasurer, and Chairman of the Board, with whom we have an employment agreement. We previously entered into a consulting agreement with I Financial Ventures Group LLC where Jay Jiang Yu is the sole member and manager and provided relevant services to us, which was terminated on October 17, 2024. In general, except for Jay Jiang Yu, our other executive officers are not employees of our company, instead, they serve as independent contractors and can be terminated by either party at any time. They may pursue any other activities and engagements during their terms of agreements with us. Pursuant to those consulting agreements, our executive officers are entitled to a retention fee for services so rendered, and at the sole discretion of our company, they are also eligible to receive additional compensation awards and participate in our employee benefit programs. Those agreements also contain customary restrictive covenants relating to confidentiality, non-competition, non-solicitation, and non-disparagement, as well as indemnification. The term of those consulting agreements is 36 months commencing from their respective effective date of those agreements, subject to early termination. 2023 Stock Option Agreements We have entered into nonqualified stock option agreements (or the 2023 Stock Option Agreements) pursuant to the 2023 Stock Option Plan #1 (as defined below) and the 2023 Stock Option Plan #2 (as defined below) with our executive officers and directors under similar terms. Under the 2023 Stock Option Agreements, each applicable executive officer and officer was granted an option to acquire certain common stock under those two option plans at certain exercise price. 73 Their options shall vest immediately on the date of grant, subject to their continued service with our company or its subsidiaries on each applicable vesting date. The following table provides information regarding each stock options held by the named executive officers as of the date of this Report. Grant Date Vesting Start date Number of securities underlying unexercised options vested (#) Number of securities underlying unexercised options unvested (#) Options exercise price ($) Option Expiration date Jay Jiang Yu February 10, 2023 February 10, 2023 500,000 - $ 1.50 February 10, 2026 President, Secretary, Treasurer, and Chairman of the Board of Directors June 7, 2023 June 7, 2023 200,000 - $ 3.00 June 7, 2026 James Walker February 10, 2023 February 10, 2023 500,000 - $ 1.50 February 10, 2026 Chief Executive Officer and Director June 7, 2023 June 7, 2023 200,000 - $ 3.00 June 7, 2026 Jaisun Garcha February 10, 2023 February 10, 2023 150,000 - $ 1.50 February 10, 2026 Chief Financial Officer June 7, 2023 June 7, 2023 40,000 - $ 3.00 June 7, 2026 2023 Stock Option Plans On February 10, 2023, and on June 7, 2023, our board adopted two distinct stock option plans for our company (which we refer to individually, the 2023 Stock Option Plan #1 and the 2023 Stock Option Plan #2; collectively, the 2023 Stock Option Plans). There are currently no shares available for issuance under the 2023 Stock Option Plan #1. There are currently 860,349 shares available for issuance under the 2023 Stock Option Plan #2, and the maximum number of shares available increases quarterly tied to the number of issued and outstanding common shares, beginning on June 30, 2023. The plans are otherwise substantially similar in their substance. The principal purposes of the 2023 Plans are to: (a) improve individual performance by providing long-term incentives and rewards to certain of our employees, directors, and consultants; (b) assist our company in attracting, retaining, and motivating certain employees, directors, and consultants with experience and ability; and (c) align the interests of such persons with those of our stockholders. The following description of the principal terms of the 2023 Stock Option Plan #1 and the 2023 Stock Option Plan #2 is a summary and is qualified in its entirety by their full text and all amendments thereto. Administration The 2023 Stock Option Plans may be administered by our board or a committee appointed by, and consisting of two or more members of, the Board (or the Plan Administrator). At any time when no committee has been appointed to administer each of the 2023 Stock Option Plans, the Board will be the Plan Administrator. The Plan Administrator, in its exclusive discretion, selects the individuals to whom awards may be granted, the types of awards granted, the time or times at which such awards are granted, and the terms and conditions of such awards. The Plan Administrator also has exclusive authority to interpret each of the 2023 Stock Option Plans and the terms of any instrument evidencing any awards and may adopt and change rules and regulations of general application for their administration. The Plan Administrator may delegate administrative duties to such of our company’s officers as it so determines. Unless sooner terminated, each of the 2023 Stock Option Plans shall terminate ten years after the earlier of the plan’s adoption by the Board and approval by our company’s stockholders. Share Reserve The 2023 Stock Option Plan #1 provides for the grant of options to purchase up to 3,247,030 shares of the common stock of the Corporation. The maximum aggregate number of shares of common stock that may be optioned and sold under the 2023 Stock Option Plan #1 will be subject to an increase on the first day of each fiscal quarter equal to 15% increase in the total outstanding shares of our common stock in the preceding quarter. As of the date of this Report, there are no shares available for issuance under the 2023 Stock Option Plan #1. 74 The 2023 Stock Option Plan #2 provides for the grant of options to purchase up to 1,727,730 shares of the common stock of the Corporation. The maximum aggregate number of shares of common stock that may be optioned and sold under the 2023 Stock Option Plan #2 will be increased each quarter, with the first quarterly increase on June 20, 2023, and every three months thereafter. As of the date of this Report, there are 860,349 shares available for issuance under the 2023 Stock Option Plan #2. The maximum number of shares available under each of the 2023 Stock Option Plans is equal to the lesser of: (1) the number of shares equal to 15% of the outstanding shares of common stock on the applicable adjustment date (or the Adjustment Date), less (a) the number of shares of common stock that may be optioned and sold under the plan prior to the Adjustment Date, and (b) the number of shares of common stock that may be optioned and sold under any other stock option plan of our company in effect as of the Adjustment Date; or (2) such lesser number of shares of common stock as may be determined by the board. Any shares of common stock that have been made subject to an award that cease to be subject to the award (other than by reason of exercise or settlement of the award to the extent it is exercised for or settled in shares) shall again be available for issuance in connection with future grants of awards under each of the 2023 Stock Option Plans. Withholding Our company may require participants to pay to our company the amount of any taxes that our company is required by applicable federal, state, local or foreign law to withhold with respect to the grant, vesting or exercise of awards granted under the 2023 Stock Option Plans. Eligibility An award may be granted to any officer, director or employee of our company (which we refer to as a Related Company, as defined in the 2023 Stock Option Plans), that the Plan Administrator from time to time selects. An award may also be granted to any consultant, agent, advisor or independent contractor who provides services to our company or any Related Company, so long as such Consultant Participant: (a) is a natural person; (b) renders bona fide services that are not in connection with the offer and sale of our company’s securities in a capital-raising transaction; and (c) does not directly or indirectly promote or maintain a market for our company’s securities. Types of Option Awards The 2023 Stock Option Plans provide for the grant of stock options, which may be incentive stock options (or ISOs) or nonqualified stock options (or NSOs), which entitle the holder to purchase a specified number of shares of common stock at a specified price (the exercise price), subject to the terms and conditions of the stock option grant. An option holder may pay the exercise price of an option in cash or by any other method of payment which the Stock Option Administrator shall approve. Each of the 2023 Stock Option Plans provides that an option has a term of 10 years from the grant date. The exercise price of an ISO shall be at least 100% of the fair market value of the common stock on the grant date. If an ISO is granted to a recipient who owns more than 10% of the total combined voting power of all classes of the stock of our company or of its parent or subsidiary corporations (which we refer to as a Ten Percent Stockholder), the exercise price of the ISO shall not be less than 110% of the fair market value of the common stock on the grant date. Taxation The aggregate fair market value, determined at the time of grant, of common stock with respect to ISOs that are exercisable for the first time by an option holder during any calendar year may not exceed $100,000. Options or portions thereof that exceed such limit will generally be treated as NSOs. No ISO may be granted to any person who, at the time of the grant, owns or is deemed to own stock possessing more than 10% of our company’s total combined voting power or that of any of our company’s affiliates unless the option exercise price is at least 110% of the fair market value of common stock on the date of grant. 75 Changes to Capital Structure In the event of certain changes in capitalization, including a stock split, stock dividend, or an extraordinary corporate transaction such as any reorganization, merger, consolidation, recapitalization, or reclassification, proportionate adjustments will be made in the number and kind of shares available for issuance under each of the 2023 Stock Option Plans, the number and kind of shares subject to each outstanding award, and/or the exercise price of each outstanding award. Transferability Awards granted under the 2023 Stock Option Plans may not be assigned, pledged, or transferred in any manner, other than by will or by the applicable laws of descent and distribution, and may be exercised, during the lifetime of the participant, only by the participant. Notwithstanding the foregoing, the Plan Administrator may, in its discretion, permit award transfers after the participant’s death. If the Plan Administrator makes an award transferable, such award will be subject to all the terms and conditions of the plan and those contained in the instrument evidencing the award. Amendment and Termination Our board may amend, suspend or terminate each of the 2023 Stock Option Plans at any time. Any such termination will not affect outstanding awards. No amendment, alteration, suspension, or termination of the 2023 Stock Option Plans will materially impair the rights of any participant, unless mutually agreed otherwise between the participant and our company. Approval of the stockholders shall be required for any amendment, where required by applicable law, as well as (i) to increase the number of shares of common stock available for issuance under each of the 2023 Stock Option Plans and (ii) to change the persons or class of persons eligible to receive awards under each of the 2023 Stock Option Plans. Unless sooner terminated, the February 2023 Stock Option Plan shall terminate ten years after the earlier of the plan’s adoption by the Board and approval by our company’s stockholders. Compensation of Directors Independent Director Agreements with Our Independent Directors We have entered into independent director agreements with each of our independent directors under similar terms. In general, our independent directors are not employees of our company, instead, they serve as independent contractors and can be terminated by either party at any time. They may pursue any other activities and engagements during their terms of agreements with us. Pursuant to those agreements, each of our independent directors is (i) entitled to a cash compensation of $5,000 upon full execution of his agreements with us, and an additional $10,000 at one year anniversary of such agreement, for services so rendered; and (ii) granted options to purchase 40,000 shares of our company’s common stock at an exercise price of $3.00 per share, exercisable within three years. Those agreements also contain customary restrictive covenants relating to confidentiality, non-competition, non-solicitation and non-disparagement, as well as indemnification. The term of those agreements is twenty-four (24) months commencing from their respective effective date of those agreements, subject to renewal and early termination. 76 Our executive directors will not receive compensation in their capacity as directors. The following table shows the compensation paid to our on-executive directors during the year ended September 30, 3024. Name and Principal Position Year Salary ($) Bonus ($) Option Awards ($) Non-Equity Incentive Plan Compensation ($) Nonqualified Deferred Compensation Earnings ($) All Other Compensation (1) ($) Total ($) Dr. Tsun Yee Law 2024 - - - - - $ 25,000 $ 25,000 Independent Director 2023 - - $ 8,553 - - $ 15,000 $ 23,553 Diane Hare 2024 - - - - - $ 35,000 $ 35,000 Independent Director 2023 - - $ 35,019 - - $ 5,000 $ 40,019 Dr. Kenny Yu 2024 - - - - - $ 35,000 $ 35,000 Independent Director 2023 - - $ 35,019 - - $ 5,000 $ 40,019 (1) Consists of consulting fees or directors fees paid and accrued pursuant to their respective consulting agreements with us. The following table provides information regarding each stock options held by the named directors under the 2023 Stock Option Plans as of the date of this Report. Grant Date Vesting Start date Number of securities underlying unexercised options vested (#) Number of securities underlying unexercised options unvested (#) Options exercise price ($) Option Expiration date Dr. Tsun Yee Law Independent Director February 10, 2023 February 10, 2023 30,000 - $ 1.50 February 10, 2026 Diane Hare Independent Director June 7, 2023 June 7, 2023 40,000 - $ 3.00 June 7, 2026 Dr. Kenny Yu Independent Director June 7, 2023 June 7, 2023 40,000 - $ 3.00 June 7, 2026 Outstanding Equity Awards at Fiscal Year-End There was no issuance of shares of common stock as equity awards to any of our executive officers and directors during the fiscal years ended September 30, 2024 and 2023. 77 ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The following table sets forth certain information concerning the ownership of our common stock as of December 27, 2024, with respect to: (i) each person, or group of affiliated persons, known to us to be the beneficial owner of more than 5% of our common stock; (ii) each of our directors; (iii) each of our named executive officers; and (iv) all of our current directors and executive officers as a group. Applicable percentage ownership is based on 36,596,849 shares of common stock outstanding as of December 27, 2024. We have determined beneficial ownership in accordance with the rules of the SEC. These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting or investment power with respect to such securities. In addition, pursuant to such rules, we deemed outstanding shares of common stock subject to options or warrants held by that person that are currently exercisable or exercisable within 60 days of the date of this Report. We did not deem such shares outstanding, however, for the purpose of computing the percentage ownership of any other person. Except as indicated by the footnotes below, we believe, based on the information furnished to us, that the beneficial owners named in the table below have sole voting and investment power with respect to all shares of our common stock that they beneficially own, subject to applicable community property laws. Shares of common stock Beneficially Owned Name and Address of Beneficial Owner (1) Number Percentage (2) 5% or Greater Stockholders I Financial Ventures Group LLC. (3) 10,700,000 28.70 % Executive Officers, Directors and Director Nominees Jay Jiang Yu (3) 10,700,000 28.70 % James Walker (4) 1,000,000 2.68 % Jaisun Garcha (5) 440,000 1.20 % Dr. Tsun Yee Law (6) 130,000 * Diane Hare (7) 40,000 * Dr. Kenny Yu (8) 55,000 * All directors and executive officers as a group (six individuals) 12,365,000 33.19 % * Less than 1%. (1) Except as otherwise indicated, the business address of our directors and executive officers is 10 Times Square, 30 th Floor, New York, NY 10018. (2) Based on 36,596,849 shares of common stock outstanding as of December 27, 2024. (3) Represents 10,000,000 shares of common stock held by I Financial Ventures Group LLC. (or the I Financial), a Limited Liability company incorporated under the laws of Delaware and includes 700,000 shares of common stock issuable upon the exercise of the vested options within 60 days of the date of this Report. Jay Jiang Yu, our President, Secretary, Treasurer, and Chairman of the Board of Directors, is the sole shareholder and director of I Financial, and exercises voting and dispositive power of the securities held by I Financial. The address of I Financial is c/o 10 Times Square, 30 th Floor, New York, NY 10018. 78 (4) Represents 300,000 shares of common stock held by James Walker, our Chief Executive Officer and director, and includes 700,000 shares of common stock issuable upon the exercise of the vested options within 60 days of the date of this Report. (5) Represents 250,000 shares of common stock held by Jaisun Garcha, our Chief Financial Officer and director, and includes 190,000 shares of common stock issuable upon the exercise of the vested options within 60 days of the date of this Report. (6) Represents 100,000 shares of common stock held by Dr. Tsun Yee Law, our independent director, and includes 30,000 shares of common stock issuable upon the exercise of the vested options within 60 days of the date of this Report. (7) Includes 40,000 shares of common stock issuable upon the exercise of the vested options by Diane Hare, our independent director, within 60 days of the date of this Report. (8) Represents 15,000 shares of common stock held by Dr. Kenny Yu, our independent director, and includes 40,000 shares of common stock issuable upon the exercise of the vested options within 60 days of the date of this Report. Changes in Control None. ITEM 13. Certain Relationships and Related Transactions, and Director Independence The following is a description of transactions since February 8, 2022 (inception) to which we were a party in which (i) the amount involved exceeded or will exceed the lesser of $120,000 or one percent (1%) of our average total assets at year-end for the last two completed fiscal years and (ii) any of our directors, executive officers or holders of more than 5% of our capital stock, or any member of the immediate family of, or person sharing the household with, any of the foregoing persons, who had or will have a direct or indirect material interest, other than equity and other compensation, termination, change in control and other similar arrangements, which are described under “Executive Compensation.” Amount Due to Related Parties As of September 30, 2024, we had amounts due to related parties totaling $25,000, which was due to our Chief Executive Officer James Walker. The amounts due as of September 30, 2024 corresponded to unpaid amounts due to our Chief Executive Officer for services rendered during the year ended September 30, 2024. As of September 30, 2023, we had amounts due to related parties totaling $35,000, of which $30,000 was due to our Chief Executive Officer James Walker, and $5,000 was due to our President, Secretary, Treasurer, and Chairman of the Board Jay Jiang Yu. The amounts due as of September 30, 2023 corresponded to unpaid amounts due to officers and directors for services rendered during the year ended September 30, 2023. For the year ended September 30, 2024, we incurred consulting fees of $390,000 to our President, Secretary, Treasurer, and Chairman of the Board, Jay Jiang Yu, $185,000 to our Chief Executive Officer James Walker, $170,000 to our Chief Financial Officer Jaisun Garcha, and incurred total directors’ fees of $95,000 to three independent directors (including $25,000 for Dr. Tsun Yee Law, $35,000 for Diane Hare and $35,000 for Dr. Kenny Yu), which was included in the accompanying consolidated statement of operation under general and administrative expenses. For the year ended September 30, 2023, we incurred consulting fees of $225,000 to our President, Secretary, Treasurer, and Chairman of the Board, Jay Jiang Yu, $90,000 to our Chief Executive Officer James Walker, $90,000 to our Chief Financial Officer Jaisun Garcha, and incurred total directors’ fees of $25,000 to three independent directors (including $15,000 for Dr. Tsun Yee Law, $5,000 for Diane Hare and $5,000 for Dr. Kenny Yu), which was included in the accompanying consolidated statement of operation under general and administrative expenses. 79 Relationship with LIS Technologies In August 2024, we invested $2,000,000 as an equity investment into LIST as part of its $11.88 million seed funding round. This additional capital into LIST is anticipated to help fuel the development of its proprietary, patented advanced laser enrichment technology. LIST is a U.S. based, proprietary developer of a patented advanced laser technology, making use of infrared wavelengths to selectively excite the molecules of desired isotopes to separate them from other isotopes. LIST’s Laser Isotope Separation Technology (“L.I.S.T”) has a huge range of applications, including LIST being the only U.S.-origin (and patented) laser uranium enrichment company, and several major advantages over traditional methods such as gas diffusion, centrifuges, and prior art laser enrichment. The L.I.S.T proprietary laser-based process is more energy-efficient and has the potential to be deployed with highly competitive capital and operational costs due to high throughput, high duty cycle and reduced complexity compared to competing technologies. L.I.S.T is optimized for LEU (Low Enriched Uranium) for existing civilian nuclear power plants, HALEU for the next generation of Small Modular Reactors (SMR) and microreactors like the ones we are developing, the production of stable isotopes for medical and scientific research, and applications in quantum computing manufacturing for semiconductor technologies. For laser enrichment of uranium, this method has sufficient selectivity that will enable the production of LEU in a single stage and HALEU in two stages. Concurrently with our investment in LIST, we entered into an agreement with LIST to collaborate and assist in developing their technologies to secure a fuel supply for our future operations and the wider nuclear energy industry. The parties intend that LIST will provide us with enriched UF6 at no cost to be fabricated and sold to customers, with LIST to receive compensation as part of a profit-sharing arrangement to be agreed to between the companies in the future. Through collaboration with LIST, we anticipate that we will build supportive facilities around LIST’s enrichment facility, including such facilities as deconversion and fuel fabrication. We also leased approximately 7,000 square feet of dedicated space within our Oak Ridge, Tennessee based nuclear technology facility to LIST to enable the next phase of the revitalization of its proprietary laser-based process. We lease this space to LIST for $7,000 per month. The lease is effective on September 2, 2024 and has a term ending on September 1, 2034. Our relationship with LIST is considered a related party transaction since certain of our executive directors and officers, including Jay Jiang Yu, Jaisun Garcha, and Dr. Tsun Yee Law , also serve as directors and officers for LIST, and James Walker serves as a consultant to LIST. Our investment in LIST was unanimously approved by all of our disinterested independent directors. Facilities See “ Properties. ” Share Issuances See “Recent Sales of Unregistered Securities.” Employment Arrangements with Senior Executives See “ Executive Compensation .” 80 Company Policies on Related Party Transactions A “Related Party Transaction” is a transaction, arrangement, or relationship in which we or any of our subsidiaries was, is or will be a participant, the amount of which involved exceeds $100,000 in any one fiscal year, and in which any related person had, has or will have a direct or indirect material interest. A “Related Person” means: ● any person who is, or at any time during the applicable period was, one of our executive officers, one of our directors, or a nominee to become one of our directors; ● any person who is known by us to be the beneficial owner of more than 5.0% of any class of our voting securities; ● any immediate family member of any of the foregoing persons, which means any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law of a director, executive officer or a beneficial owner of more than 5.0% of any class of our voting securities, and any person (other than a tenant or employee) sharing the household of such director, executive officer or beneficial owner of more than 5.0% of any class of our voting securities; and ● any firm, corporation, or other entity in which any of the foregoing persons is employed or is a general partner or principal or in a similar position or in which such person has a 5% or greater beneficial ownership interest in any class of our company’s voting securities. Our Board intends to adopt a related party transactions policy. Pursuant to this policy, our Audit Committee will review all material facts of all Related Party Transactions and either approve or disapprove entry into the Related Party Transaction, subject to certain limited exceptions. In determining whether to approve or disapprove entry into a Related Party Transaction, our Audit Committee shall consider, among other factors, the following: (i) whether the Related Party Transaction is on terms no less favorable than terms generally available to an unaffiliated third-party under the same or similar circumstances and (ii) the extent of the Related Person’s interest in the transaction. Further, the policy will require that all Related Party Transactions required to be disclosed in our filings with the SEC be so disclosed in accordance with applicable laws, rules and regulations. ITEM 14. Principal Accounting Fees and Services The following table sets forth the fees billed by our independent accountant, WithumSmith+Brown, PC (or Withum) for the fiscal years ended September 30, 2024 and 2023. Year Ended September 30, 2024 2023 Audit fees $ 235,200 $ 171,600 Audit-related fees $ - $ - Tax fees $ 12,792 $ 10,400 All other fees $ - $ - 81 Audit Fees Audit fees consist of fees for professional services rendered for the audit of our year-end financial statements and services that are normally provided by Withum in connection with regulatory filings. The aggregate fees of Withum for professional services rendered for the audit of our annual financial statements, review of the financial information include in our filings with the SEC for the years ended September 30, 2024 and 2023 totaled $235,200 and $171,600, respectively. Audit-Related Fees Audit-related fees consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our financial statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards. We did not pay any fees for consultations concerning financial accounting and reporting standards for the fiscal years ended September 30, 2024 and 2023. Tax Fees Tax fees include professional services rendered in connection with tax compliance and preparation of tax returns, as well as for tax consulting and planning services. We paid Withum $12,792 and $10,400 for tax related fees for the fiscal years ended September 30, 2024 and 2023. All Other Fees All other fees relate to professional services are not included in the categories above. We did not pay any other fees for the fiscal years ended September 30, 2024 and 2023. Procedures For Board of Directors Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditor Our audit committee was formed upon the consummation of our initial public offering. As a result, the audit committee did not pre-approve all of the foregoing services, although any services rendered prior to the formation of our audit committee were approved by our board of directors. Since the formation of our audit committee, and on a going-forward basis, the audit committee has and will pre-approve all auditing services and permitted non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the audit committee prior to the completion of the audit). 82 PART IV ITEM 15. Exhibits and Financial Statements Schedules (a) The following documents are filed as part of this Report: (1) Financial Statements Page Report of Independent Registered Public Accounting Firm (PCAOB ID 100) F-2 Balance Sheets F-3 Statements of Operations F-4 Statements of Stockholders’ Equity F-5 Statements of Cash Flows F-6 Notes to Financial Statements F-7 (2) Financial Statement Schedules All financial statement schedules are omitted because they are not applicable or the amounts are immaterial and not required, or the required information is presented in the financial statements and notes thereto beginning on page F-1 of this Report. (3) Exhibits We hereby file as part of this Report the exhibits listed in the attached Exhibit Index. Exhibits that are incorporated herein by reference can be inspected on the SEC website at www.sec.gov. ITEM 16. Form 10-K Summary. Not applicable. 83 NANO NUCLEAR ENERGY INC. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page Reports of Independent Registered Public Accounting Firm (PCAOB ID 100 ) F-2 Consolidated Balance Sheets as of September 30, 2024 and 2023 F-3 Consolidated Statements of Operations for the Fiscal Years Ended September 30, 2024 and 2023 F-4 Consolidated Statements of Stockholders’ Equity for the Fiscal Years Ended September 30, 2024 and 2023 F-5 Consolidated Statements of Cash Flows Statements of Stockholders’ Equity for the Fiscal Years Ended September 30, 2024 and 2023 F-6 Notes to Consolidated Financial Statements F-7 F- 1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and the Board of Directors of Nano Nuclear Energy, Inc. and Subsidiaries: Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of Nano Nuclear Energy, Inc. and Subsidiaries (the “Company”) as of September 30, 2024 and 2023, and the related consolidated statements of operations, stockholders’ equity and cash flows for each of the two years in the period ended September 30, 2024, and the related notes to the consolidated financial statements (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of September 30, 2024 and 2023, and the results of its operations and its cash flows for each of the two years in the period ended September 30, 2024, in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, audits of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. /s/ WithumSmith+Brown, PC We have served as the Company’s auditor since 2023. New York, New York December 30, 2024 PCAOB ID Number 100 F- 2 NANO NUCLEAR ENERGY INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS September 30, 2024 September 30, 2023 ASSETS Current assets: Cash and cash equivalents $ 28,507,257 $ 6,952,795 Prepaid expenses 833,947 205,857 Total current assets 29,341,204 7,158,652 Deferred offering costs - 75,000 Deposits 235,235 - Property, plant and equipment, net 1,689,607 - Right of use asset 1,830,124 - Long-term investments, related party 2,000,000 - Total assets $ 35,096,170 $ 7,233,652 LIABILITIES, MEZZANINE, AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable and accrued liabilities $ 761,479 $ 190,005 Due to related parties 25,000 35,000 Lease liability, current 281,352 - Contingent consideration 770,500 - Total current liabilities 1,838,331 225,005 Lease liability, non-current 1,650,383 - Total liabilities 3,488,714 225,005 Mezzanine Equity Common stock subject to possible redemption; nil and 2,000,000 shares as of September 30, 2024 and September 30, 2023, respectively - 5,000,000 Stockholders’ Equity Preferred stock, $ 0.0001 par value; 25,000,000 authorized as of September 30, 2024 and 100,000,000 authorized as of September 30, 2023; none issued and outstanding as of September 30, 2024 and September 30, 2023 - - Common stock, $ 0.0001 par value; 275,000,000 authorized as of September 30, 2024 and 100,000,000 authorized as of September 30, 2023; 30,715,663 and 23,184,869 shares issued and outstanding as of September 30, 2024 and September 30, 2023, respectively, excluding 2,000,000 shares as of September 30, 2023 subject to possible redemption 3,072 2,319 Additional paid-in capital 49,038,165 9,288,553 Accumulated deficit ( 17,433,781 ) ( 7,282,225 ) Total stockholders’ equity 31,607,456 2,008,647 Total liabilities, mezzanine equity, and stockholders’ equity $ 35,096,170 $ 7,233,652 The accompanying notes are an integral part of these consolidated financial statements. F- 3 NANO NUCLEAR ENERGY INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS For the Year Ended September 30, 2024 For the Year Ended September 30, 2023 Operating expenses General and administrative $ 6,850,993 $ 4,749,395 Research and development 3,725,565 1,534,000 Change in Fair Value of contingent consideration ( 66,000 ) - Loss from operations ( 10,510,558 ) ( 6,283,395 ) Other income 359,002 32,994 Net loss $ ( 10,151,556 ) $ ( 6,250,401 ) Net loss per share of common stock: Basic $ ( 0.39 ) $ ( 0.28 ) Diluted $ ( 0.39 ) $ ( 0.28 ) Weighted-average shares of common stock outstanding: Basic 26,222,442 22,389,627 Diluted 26,222,442 22,389,627 The accompanying notes are an integral part of these consolidated financial statements. F- 4 NANO NUCLEAR ENERGY INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY For the Year Ended September 30, 2024 Shares Amount Shares Amount Additional paid-in capital Accumulated deficit Total Mezzanine Equity Permanent Equity Shares Amount Shares Amount Additional paid-in capital Accumulated deficit Total Balance as of September 30, 2023 2,000,000 $ 5,000,000 23,184,869 $ 2,319 $ 9,288,553 $ ( 7,282,225 ) $ 2,008,647 Mezzanine equity conversion ( 2,000,000 ) ( 5,000,000 ) 2,000,000 200 4,999,800 - 5,000,000 Permanent Equity conversion ( 2,000,000 ) ( 5,000,000 ) 2,000,000 200 4,999,800 - 5,000,000 Common stock issuances - - 4,804,019 481 34,953,456 - 34,953,937 Offering costs - - - - ( 3,629,829 ) - ( 3,629,829 ) R&D acquisition common stock issuances - - 50,000 5 786,495 - 786,500 Exercise of warrants - - 63,775 6 1,275,494 - 1,275,500 Exercise of stock options - - 593,000 59 1,043,941 - 1,044,000 Equity-based compensation - - 20,000 2 320,255 - 320,257 Net loss - - - - - ( 10,151,556 ) ( 10,151,556 ) Balance as of September 30, 2024 - $ - 30,715,663 $ 3,072 $ 49,038,165 $ ( 17,433,781 ) $ 31,607,456 For the Year Ended September 30, 2023 Mezzanine Equity Permanent Equity Shares Amount Shares Amount Additional paid-in capital Accumulated deficit Total Balance as of September 30, 2022 - $ - 20,501,500 $ 2,050 $ 3,139,450 $ ( 1,031,824 ) $ 2,109,676 Balance - $ - 20,501,500 $ 2,050 $ 3,139,450 $ ( 1,031,824 ) $ 2,109,676 Common stock issuances 2,000,000 5,000,000 2,598,369 260 3,765,109 - 3,765,369 Equity-based compensation - - 85,000 9 2,383,994 - 2,384,003 Net loss - - - - - ( 6,250,401 ) ( 6,250,401 ) Balance as of September 30, 2023 2,000,000 $ 5,000,000 23,184,869 $ 2,319 $ 9,288,553 $ ( 7,282,225 ) $ 2,008,647 Balance 2,000,000 $ 5,000,000 23,184,869 $ 2,319 $ 9,288,553 $ ( 7,282,225 ) $ 2,008,647 The accompanying notes are an integral part of these consolidated financial statements. F- 5 NANO NUCLEAR ENERGY INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS For the Year Ended September 30, 2024 For the Year Ended September 30, 2023 OPERATING ACTIVITIES Net loss $ ( 10,151,556 ) $ ( 6,250,401 ) Adjustments to reconcile net loss to net cash used in operating activities: R&D acquisition paid in equity 786,500 - Equity-based compensation 320,257 2,384,003 Amortization of right of use asset 96,532 - Depreciation 10,393 - Change in assets and liabilities: Prepaid expenses ( 628,090 ) ( 88,409 ) Deposits ( 235,235 ) - Accounts payable and accrued liabilities 571,474 87,234 Due to related parties ( 10,000 ) - Lease liability 5,079 - Contingent liability 770,500 - Net cash used in operating activities ( 8,464,146 ) ( 3,867,573 ) INVESTING ACTIVITIES Increase in long-term investments ( 2,000,000 ) - Additions to property, plant and equipment ( 1,700,000 ) - Net cash provided by financing activities ( 3,700,000 ) - FINANCING ACTIVITIES Proceeds from common stock issuances 34,953,937 8,765,369 Offering costs ( 3,554,829 ) ( 75,000 ) Proceeds from exercise of warrants 1,275,500 - Proceeds from exercise of stock options 1,044,000 - Net cash provided by financing activities 33,718,608 8,690,369 Net increase in cash 21,554,462 4,822,796 Cash and cash equivalents, beginning of year 6,952,795 2,129,999 Cash and cash equivalents, end of year $ 28,507,257 $ 6,952,795 Non-Cash Supplemental Disclosures Right of use assets acquired in exchange for new operating lease liabilities $ 1,926,178 $ - The accompanying notes are an integral part of these consolidated financial statements. F- 6 NANO NUCLEAR ENERGY INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS As of September 30, 2024 1. ORGANIZATION AND OPERATIONS AND BASIS OF PRESENTATION NANO Nuclear Energy Inc. (“NANO” or the “Company”) was incorporated under the laws of the state of Nevada on February 8, 2022 (“Inception”) and is headquartered in New York, New York. The Company is an early-stage nuclear energy company developing smaller, cheaper, and safer advanced portable clean energy solutions utilizing proprietary reactor designs, intellectual property and research methods. Currently in technical development are ZEUS , a solid core battery reactor and ODIN , a low-pressure coolant reactor, representing the Company’s first generation of portable, on-demand capable, advanced nuclear micro reactors. The Company envisions readily replaceable mobile reactors which it can provide to customers in several sectors, including data centers, artificial intelligence computer and quantum computing; crypto mining; military applications; disaster relief; transportation (including shipping); mining projects; water desalination and green hydrogen plants; and space exploration. Through its subsidiary, HALEU Energy Fuel Inc., the Company is also developing a domestic High-Assay Low-Enriched Uranium (“HALEU”) fuel processing facility with a capability to provide a fuel pipeline for the broader advanced nuclear reactor industry and providing fuel to power the Company’s microreactors. Further, through its subsidiary Advanced Fuel Transportation Inc., the Company is developing a high-capacity HALEU transportation product, capable of moving commercial quantities of HALEU fuel around North America and through its subsidiary Nano Nuclear Space Inc., the Company is seeking to explore the potential commercial applications of our developing micronuclear reactor technology in space. The Company also plans to offer nuclear service support and consultation services. These consolidated financial statements include the accounts of the Company and its wholly-owned legal subsidiaries American Uranium Inc., HALEU Energy Fuel Inc., Advanced Fuel Transportation Inc., and Nano Nuclear Space Inc. Each of such subsidiaries is a Nevada corporation. As used herein, the term “Common Stock” refers to the common stock, $ 0.0001 par value per share, of the Company. Liquidity These consolidated financial statements have been prepared on a going concern basis, which assumes the realization of assets and settlement of liabilities in the normal course of business. At September 30, 2024, the Company had working capital of $ 27,502,873 and accumulated deficit of $ 17,433,781 . For the year ended September 30, 2024, the Company had net loss of $ 10,151,556 , and negative cash flows from operations of $ 8,464,146 . At September 30, 2023, the Company had working capital of $ 6,933,647 and accumulated deficit of $ 7,282,225 . For the year ended September 30, 2023, the Company had net loss of $ 6,250,401 , and negative cash flows from operations of $ 3,867,573 . The ability of the Company to continue as a going concern is dependent on the Company’s ability to secure financing from capital markets or other sources, including investors, government grants or alternative funding and, ultimately, on the Company’s ability to generate revenue and profitable operations. Management is of the opinion that sufficient working capital is available to meet the Company’s liabilities and commitments as they come due at least for the next twelve months after the date the consolidated financial statements are issued to conform to the going concern uncertainty period. In order to achieve the Company’s long-term strategy, the Company expects to raise additional capital or secure other sources of financing to support its growth. After September 30, 2024, the Company completed an underwritten follow-on public offering generating gross proceeds of approximately $ 41.4 million and a private placement generating gross proceeds of approximately $ 60 million. See Note 10 for further information. F- 7 NANO NUCLEAR ENERGY INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS As of September 30, 2024 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The consolidated financial statements include the accounts of NANO and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. Cash and Cash Equivalents The Company considers all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents. Cash equivalents are stated at cost, which approximates market value, because of the short maturity of these instruments. Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make certain estimates, judgments and assumptions. The Company believes that the estimates, judgments and assumptions made when accounting for items and matters such as, but not limited to, equity-based compensation and contingencies are reasonable, based on information available at the time they are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities as of the date of the consolidated financial statements, as well as amounts reported on the statements of operations during the years presented. Actual results could differ from those estimates. Fair Value Measurement The Company measures certain financial assets and liabilities at fair value. Fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the Company uses a three-level hierarchy, which prioritizes fair value measurements based on the types of inputs used for the various valuation techniques (market approach, income approach and cost approach). The levels of hierarchy are described below: Level 1 – Quoted prices in active markets for identical instruments. Level 2 – Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets. Level 3 – Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. Financial assets and liabilities are classified in their entirety based on the most stringent level of input that is significant to the fair value measurement. The carrying amount of certain financial instruments, including prepaid expenses and accounts payable approximates fair value due to their short maturities. F- 8 NANO NUCLEAR ENERGY INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS As of September 30, 2024 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents. The Company maintains its cash balances at a financial institution and such amounts exceeded federally insured limits at September 30, 2024 and 2023. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows. Prepaid Expenses Prepaid expenses primarily relate to payments made to consultants and vendors in advance of the service being provided. Property, plant and equipment Property, plant and equipment are measured at cost less accumulated depreciation and impairment charges. When components of an item of property, plant and equipment have different useful lives, they are accounted for as separate items of property, plant and equipment and depreciated separately. Gains and losses on disposal of an item of property, plant and equipment are determined by comparing the proceeds from disposal with the carrying amount of property, plant and equipment, and are recognized in earnings. Depreciation Depreciation is calculated over the depreciable amount, which is the cost of the asset less its residual value. Depreciation methods, useful lives and residual values are reviewed at each reporting period and are adjusted if appropriate. Assets are depreciated according to the straight-line method based on estimated useful lives as follows: SCHEDULE OF STRAIGHT LINE METHOD BASED ON ESTIMATED USEFUL LIVES Land Not depreciated Buildings 20 years Leases The Company recognizes right-of-use (ROU) assets and lease liabilities for leases with terms greater than 12 months. Leases are classified as either finance or operating leases. This classification dictates whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. As of September 30, 2024, the Company has one long-term operating lease. As of September 30, 2023, the Company had one short-term operating lease. Long-term leases (leases with initial terms greater than 12 months) are capitalized at the present value of the minimum lease payments not yet paid. The Company uses its incremental borrowing rate to determine the present value of the lease when the rate implicit in the lease is not readily determinable. Short-term leases (leases with an initial term of 12 months or less or leases that are cancelable by the lessee and lessor without significant penalties) are not capitalized but are expensed on a straight-line basis over the lease term. The Company’s short-term lease relates to office facilities which did not meet the criteria for capitalization as of September 30, 2024 and September 30, 2023. Investments in Equity – Related Party The Company accounts for investments in equity that are within the scope of ASC 321-10, Investments - Equity Securities (“ASC 321-10”), as either (1) investments with a readily determinable fair value, which are recorded at fair value or (2) investments without a readily determinable fair value, which are recorded at cost less any impairment. Equity investments that are initially concluded to not have a readily determinable fair value are reassessed at each reporting period. If the Company identifies observable price changes in orderly transactions for the identical or a similar investment of the same issuer, it measures the equity security at fair value as of the date that the observable transaction occurred using valuation techniques that are permitted under ASC 820, Fair Value Measurement. As of September 30, 2024 and 2023, the Company had investments in equity of $ 2.0 million and $ 0 , respectively. The equity investments were accounted for in accordance with ASC 321-10, and the Company accounted for the equity investments at cost less impairment because there were no readily determinable fair values for these investments as of September 30, 2024. No impairment was recorded during the years ended September 30, 2024 and 2023. The investments were recognized as other assets on the Company’s consolidated balance sheets. Mezzanine Equity The Company recognized a tranche of shares of Common Stock as mezzanine equity since such shares were redeemable at the option of the holder, but not mandatorily redeemable. On March 30, 2024, the Company amended its subscription agreement with the holder of such shares to terminate the redemption right, which resulted in a conversion of such shares from mezzanine equity to stockholders’ equity. See Note 5 for further information. F- 9 NANO NUCLEAR ENERGY INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS As of September 30, 2024 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Equity-Based Compensation Equity-based compensation is measured using a fair value-based method for all equity-based awards. The cost of awarded equity instruments is recognized based on each instrument’s grant-date fair value over the period during which the award vests. Equity-based compensation is recorded as either a general and administrative expense or a research and development expense in the consolidated statements of operations. Research and Development Research and development (“R&D”) expenses represent costs incurred for designing and engineering products, including the costs of developing design tools, as well as the costs to acquire technology and other assets from third parties. All research and development costs related to product development are expensed as incurred. Advertising Costs Advertising costs are expensed as incurred and are recognized as a component of general and administrative expenses on the consolidated statements of operations. Advertising costs expensed were approximately $ 902,000 and $ 483,500 , respectively, for the years ended September 30, 2024 and 2023. Legal Contingencies The Company is presently involved in some legal proceedings that are at an early stage and therefore the Company cannot reasonably estimate the amount of any potential financial loss or cost that could result from these legal proceedings. The Company records liabilities for losses from legal proceedings when it determines that it is probable that the outcome in a legal proceeding will be unfavorable, and the amount of loss can be reasonably estimated. Income Taxes Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets, including tax loss and credit carry forwards, and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is recorded when it is “more likely-than-not” that deferred tax assets will not be realized. On a regular basis, the Company evaluates the recoverability of deferred tax assets and the need for a valuation allowance. Such evaluations involve the application of significant judgment. The Company considers multiple factors in its evaluation of the need for a valuation allowance. F- 10 NANO NUCLEAR ENERGY INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS As of September 30, 2024 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Income Taxes (Continued) Until an appropriate level of profitability is attained, the Company expects to maintain a full valuation allowance on its deferred tax assets. Any tax benefits or tax expense recorded on its consolidated statements of operations will be offset with a corresponding valuation allowance until such time that the Company changes its determination related to the realization of deferred tax assets. In the event that the Company changes its determination as to the amount of deferred tax assets that can be realized, the Company will adjust its valuation allowance with a corresponding impact to the provision for income taxes in the period in which such a determination is made. For uncertain tax positions that meet a “more likely-than-not” threshold, the Company recognizes the benefit of uncertain tax positions in the consolidated financial statements. The Company’s practice is to recognize interest and penalties, if any, related to uncertain tax positions in income tax expense in the consolidated statements of operations. All of the Company’s historical tax returns remain subject to examination by taxing jurisdictions. At September 30, 2024 and 2023, the Company does not believe it has any uncertain tax positions that would require either recognition or disclosure in the accompanying consolidated financial statements. Net Loss per Share Basic net income (loss) per share is computed by dividing net income (loss) attributable to the Company by the weighted average number of shares of Common Stock outstanding during the period. Diluted net income (loss) per share is computed based on the weighted average number of shares of Common Stock outstanding plus the effect of dilutive potential shares of Common Stock outstanding during the period. During the periods when there is a net loss, potentially dilutive shares of Common Stock are excluded from the calculation of diluted net loss per share as their effect is anti-dilutive. During the years ended September 30, 2024 and 2023, there were no dilutive shares issued or outstanding. Operating Segments For the years ended September 30, 2024 and 2023, the Company was managed as a single operating segment in accordance with the provisions in the Financial Accounting Standards Board (“FASB”) guidance on segment reporting, which establishes standards for, and requires disclosure of, certain financial information related to reportable operating segments and geographic regions. Furthermore, the Company determined that the Company’s Chairman and President is the Chief Operating Decision Maker as he is responsible for making decisions regarding the allocation of resources and assessing performance as well as for strategic operational decisions and managing the organization as a whole. Recent Accounting Pronouncements The Company considers the applicability and impact of all Accounting Standards Updates issued by the FASB. There are no accounting pronouncements which have been issued but are not yet effective that would have a material impact on our current consolidated financial statements. 3. OTHER INCOME During the year ended September 30, 2024, the Company earned interest income of $ 352,002 on its cash and cash equivalents held at a financial institution and earned $ 7,000 from a lease agreement (Note 8). During the year ended September 30, 2023, the Company earned interest income of $ 32,994 on its cash and cash equivalents held at a financial institution. F- 11 NANO NUCLEAR ENERGY INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS As of September 30, 2024 4. RELATED PARTIES At September 30, 2024 and 2023, the Company had amounts due to related parties of $ 25,000 and $ 35,000 , respectively. These amounts corresponded to unpaid amounts due to officers and directors for services rendered during the years ended September 30, 2024 and 2023. During the year ended September 30, 2024, the Company incurred consulting fees of $ 390,000 to its President and Chairman, $ 185,000 to its Chief Executive Officer, $ 170,000 to its Chief Financial Officer, and incurred total directors’ fees of $ 95,000 to three independent directors, which was included in the consolidated statement of operations under general and administrative expenses. During the year ended September 30, 2023, the Company incurred consulting fees of $ 225,000 to its President and Chairman, $ 90,000 to its Chief Executive Officer, $ 90,000 to its Chief Financial Officer, and incurred total directors’ fees of $ 25,000 to three independent directors, which was included in the consolidated statement of operation under general and administrative expenses. 5. EQUITY The Company is authorized to issue 275,000,000 shares of Common Stock and 25,000,000 shares of preferred stock, with a par value of $ 0.0001 per share. No shares of preferred stock were outstanding during the periods presented. Holders of Common Stock are entitled to one vote per share. Issuance of Common Stock for Cash Angel Round The Company’s second round of private financing (the “Angel Round”) began in April 2022 and ended in February 2023. During the year ended September 30, 2023, the Company sold 1,820,369 shares of Common Stock at a price of $ 1.00 per share for proceeds of $ 1,820,369 as part of the Angel Round. Series A Round The Company’s third round of private financing (the “Series A Round”) began in April 2023 and ended in June 2023. During the year ended September 30, 2023, the Company sold 778,000 shares of Common Stock at a price of $ 2.50 per share for proceeds of $ 1,945,000 as part of the Series A Round. Series B Round The Company’s fourth round of private financing (the “Series B Round”) began in December 2023 and ended in January 2024. During the year ended September 30, 2024, the Company sold 822,144 shares of Common Stock at a price of $ 3.00 per share for gross proceeds of $ 2,466,437 corresponding to the Series B Round. Initial Public Offering (IPO) On May 7, 2024, the Company consummated a firm commitment underwritten initial public offering (the “IPO Offering”) of an aggregate of 2,562,500 shares of Common Stock at a price of $ 4.00 per share (the “IPO Offering Price”), generating gross proceeds of $ 10,250,000 , and net proceeds (after deducting discounts and offering expenses) of approximately $ 9.0 million. In connection with the IPO Offering, the Company granted the lead managing underwriter an option (the “IPO Over-Allotment Option”), exercisable for 30 days from May 7, 2024, to purchase up to an additional 384,375 shares of Common Stock (the “IPO Over-allotment Shares”) from the Company at the Offering Price, less the underwriting discount, to cover over-allotments in the Offering. On May 21, 2024, the underwriter exercised the IPO Over-Allotment Option in full, and on May 22, 2024, the closing of the purchase of the IPO Over-Allotment Shares occurred, generating gross proceeds to the Company of $ 1,537,500 and net proceeds of approximately $ 1.4 million. In connection with the IPO Offering, the Company also issued such lead managing underwriter 179,375 warrants exercisable for 179,375 shares of Common Stock at an exercise price per share of $ 5.00 with expiry on May 10, 2029. In connection with the IPO Offering and IPO Over-Allotment Option, the Company charged issuance costs of $ 1,538,405 to additional paid-in capital during the year ended September 30, 2024. F- 12 NANO NUCLEAR ENERGY INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS As of September 30, 2024 5. EQUITY (Continued) July 2024 Firm Commitment Public Offering On July 15, 2024, the Company consummated a firm commitment underwritten follow-on public offering (the “July 2024 Follow-on Offering”) of an aggregate of 900,000 units, consisting of an aggregate of 900,000 shares of Common Stock and 900,000 warrants to purchase up to 450,000 shares of Common Stock (the “July 2024 Follow-on Warrants”) based on an offering price of $ 20.00 per unit (the “July 2024 Follow-on Offering Price”), generating gross proceeds of $ 18 million, and net proceeds (after deducting discounts and offering expenses) of approximately $ 16.1 million. In connection with the July 2024 Follow-on Offering, the Company granted the lead managing underwriter an option (“July 2024 Follow-on Over-allotment Option”), exercisable for 30 days from July 15, 2024, to purchase up to an additional 135,000 shares of Common Stock (the “July 2024 Follow-on Over-allotment Shares”) and 135,0000 Warrants to purchase 67,500 shares of Common Stock (the “July 2024 Follow-on Over-allotment Warrants”) from the Company at the July 2024 Follow-on Offering Price, less underwriting discounts and other July 2024 Follow-on Offering expenses, to cover over-allotments in the July 2024 Follow-on Offering. On July 12, 2024, the underwriter exercised the July 2024 Follow-on Over-allotment Option in full with respect to the July 2024 Follow-on Over-allotment Warrants, which closed on July 15, 2024 for nominal consideration. On July 16, 2024, the underwriter exercised the July 2024 Follow-on Over-allotment Option in full, and on July 18, 2024, the closing of the purchase of the July 2024 Follow-on Over-Allotment Shares occurred, generating gross proceeds to the Company of approximately $ 2.7 million and net proceeds of approximately $ 2.5 million. In connection with the July 2024 Follow-on Offering, the Company also issued such lead managing underwriter 63,000 warrants exercisable for 63,000 shares of Common Stock at an exercise price per share of $ 25.00 with expiry on July 15, 2029. In connection with the July 2024 Follow-on Offering and July 2024 Follow-on Over-allotment Option, the Company charged issuance costs of $ 2,091,424 to additional paid-in capital during the year ended September 30, 2024. Subsequent to September 30, 2024, the Company consummated an additional firm commitment underwritten follow-on offering and a private placement offering. See Note 9 for further information. Mezzanine Equity Pursuant to the terms of a subscription agreement (the “Put Right Subscription Agreement”) signed by the Company during the year ended September 30, 2023 as part of the Series A Round, a subscriber (the “Subscriber”) purchased 2,000,000 shares of Common Stock (the “Put Shares”) for $ 2.50 per share or $ 5,000,000 (the “Purchase Price”). The Put Right Subscription Agreement included a right (the “Put Right”) which entitled the Subscriber to elect to sell to the Company any part or all of the Put Shares acquired if: (a) the Company’s initial public offering registration statement (“IPO Registration Statement”) was not declared effective by the SEC by December 31, 2023; (b) the Company committed a material breach of the Agreement and either that breach was not capable of being remedied or, if capable of remedy, the Company did not remedy that breach as soon as possible and in any event within 30 business days of its receipt of a notice from the Subscriber requiring the Company to remedy that breach. ASC 480-10-S99-3A provides guidance on the classification and measurement of redeemable securities, which requires classification in temporary equity of securities redeemable for cash or other assets if they are redeemable under certain conditions. One of these conditions is the occurrence of an event that is not solely within the control of the issuer. This condition was applicable up to March 30, 2024, as the Subscriber could have exercised the Put Option and required the Company to redeem the Put Shares since the IPO Registration Statement was not declared effective by the SEC by December 31, 2023. This process involved a significant number of third parties and the SEC’s declaration of effectiveness was ultimately within the SEC’s control. Therefore, this contingently redeemable feature was not considered to be within the control of the Company and was classified within Mezzanine Equity on the accompanying consolidated balance sheet at September 30, 2023. On March 30, 2024, the Subscriber terminated the Put Option at the request of the Company and the amount within Mezzanine Equity was converted to Stockholders’ Equity. F- 13 NANO NUCLEAR ENERGY INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS As of September 30, 2024 5. EQUITY (Continued) Equity-Based Compensation Issuance of Common Stock for Consulting fees During the year ended September 30, 2024, the Company issued to two consultants an aggregate of 20,000 shares of common stock with an aggregate fair value of $ 167,800 , which represents equity-based compensation and is recorded within operating expenses. During the year ended September 30, 2023, the Company issued to two consultants an aggregate of 85,000 shares of common stock with an aggregate fair value of $ 85,000 , which represents equity-based compensation and is recorded within operating expenses. Stock Based Compensation On February 10, 2023, and on June 7, 2023, the Company adopted two distinct stock option plans which are referred to individually, as the 2023 Stock Option Plan #1 and the 2023 Stock Option Plan #2; (collectively, the “2023 Stock Option Plans”). There are no shares available for issuance under the 2023 Stock Option Plan #1, and the maximum number of shares available under the plan may increase on an annual basis on the anniversary date of this option plan if the total number of stock options issued under the 2023 Stock Option Plans is less than 15% of the number of issued shares of Common Stock. There are 860,349 shares of Common Stock available for issuance under the 2023 Stock Option Plan #2, and the maximum number of shares available under the plan may increase on a quarterly basis if the total number of stock options issued under the 2023 Stock Option Plans is less than 15% of the number of issued shares of Common Stock. The plans are otherwise substantially similar in their substance. During the year ended September 30, 2024, the Company issued 125,000 fully vested stock options exercisable at $ 3.00 per common share with expiry on March 13, 2027. The 125,000 options were valued at $ 152,457 based on a Black-Scholes valuation with the following assumptions (Risk-free interest rate: 4.37 %; expected life of options: 1.5 years; estimated volatility: 82.5 %; dividend rate: 0 %). During the year ended September 30, 2023, the Company issued 2,050,000 fully vested stock options under Stock Option Plan #1 exercisable at $ 1.50 per common share with expiry on February 10, 2026, issued 1,450,000 fully vested stock options under Stock Option Plan #2 and 200,000 fully vested stock options which are not governed by the Company’s 2023 Stock Option Plans that are exercisable at $ 3.00 per common share with expiry on June 7, 2026, and issued 247,000 fully vested stock options under Stock Option Plan #2 and 60,000 fully vested stock options which are not governed by the Company’s 2023 Stock Option Plans that are exercisable at $ 3.00 per common share with expiry on August 30, 2026. The 2,050,000 options were valued at $ 584,484 based on a Black-Scholes valuation with the following assumptions (Risk-free interest rate: 4.19 %; expected life of options: 1.5 years; estimated volatility: 82.5 %; dividend rate: 0 %). The 1,450,000 and 200,000 options were valued at $ 1,444,530 based on a Black-Scholes valuation with the following assumptions (Risk-free interest rate: 4.21 %; expected life of options: 1.5 years; estimated volatility: 82.5 %; dividend rate: 0 %). The 247,000 and 60,000 options were valued at $ 269,989 based on a Black-Scholes valuation with the following assumptions (Risk-free interest rate: 4.57 %; expected life of options: 1.5 years; estimated volatility: 82.5 %; dividend rate: 0 %). During the years ended September 30, 2024 and 2023, the Company’s assumptions utilized in the Black-Scholes valuation were the following: (1) stock price based on recent sales of Common Stock to unrelated parties; (2) estimated the volatility of its underlying stock by using an average of the historical volatility of a group of comparable publicly traded companies; (3) expected dividend yield was calculated using historical dividend amounts; (4) risk-free rate is based on the United States Treasury yield curve in effect at the time of the grant; (5) expected term was estimated based on the vesting and contractual term of the stock option grant. The weighted average grant date fair value of stock options issued during the year ended September 30, 2024 was $ 1.22 per share. There was no remaining stock compensation expense to be recognized at September 30, 2024 as all options vested immediately upon grant. The weighted average grant date fair value of stock options issued during the year ended September 30, 2023 was $ 0.57 per share. There was no remaining stock compensation expense to be recognized at September 30, 2023 as all options vested immediately upon grant. F- 14 NANO NUCLEAR ENERGY INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS As of September 30, 2024 5. EQUITY (Continued) Equity-Based Compensation (Continued) Stock Based Compensation (Continued) Option Activity A summary of cumulative option activity under the 2023 Plan is as follows: SCHEDULE OF CUMULATIVE OPTION ACTIVITY Options outstanding Weighted average Weighted average Aggregate Number of exercise price contractual term intrinsic value shares per share (in years) (in thousands) Outstanding – September 30, 2022 — $ — — $ — Options granted 2,050,000 1.50 3.00 1,025 Options granted 1,650,000 3.00 3.00 825 Options granted 307,000 3.00 3.00 154 Outstanding – September 30, 2023 4,007,000 $ 2.23 2.54 $ 2,004 Options granted 125,000 3.00 2.71 152 Options exercised ( 593,000 ) 1.76 — ( 297 ) Outstanding – September 30, 2024 3,539,000 $ 2.34 1.59 $ 1,859 Vested during the year 125,000 $ 3.00 3.00 $ 152 Vested at end of year - $ - - $ - Exercisable at the end of the year 3,539,000 $ 2.34 1.59 $ 1,859 F- 15 NANO NUCLEAR ENERGY INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS As of September 30, 2024 6. PROPERTY, PLANT AND EQUIPMENT, RIGHT OF USE ASSET & LEASE LIABILITY SCHEDULE OF PROPERTY , PLANT AND EQUIPMENT September 30, 2024 September 30, 2023 Land and buildings Land and buildings Cost Beginning of year $ - $ - Additions – land 115,000 - Additions – building 1,585,000 - End of year 1,700,000 - Accumulated depreciation Beginning of year - - Depreciation of building ( 10,393 ) - End of year ( 10,393 ) - Total Property, plant and equipment, net $ 1,689,607 $ - Right-of-use assets Beginning of year - - Additions 1,926,656 - Amortization ( 96,532 ) - End of year $ 1,830,124 $ - In August 2024, the Company purchased a 1.64 -acre land package in the historic Heritage Center Industrial Park in Oak Ridge, Tennessee for $ 1.7 million. The purchase included a 14,000 sq. ft., 2-story building to house the Company’s nuclear technology headquarters. As of September 30, 2024, the Company has one long-term operating lease for its corporate headquarters located at 10 Times Square, 30th Floor, New York, New York 10018. Lease components in the Company’s long-term operating lease are accounted for following the guidance in ASC 842 for the capitalization of long-term leases. At September 30, 2024, the lease liability is equal to the present value of the remaining lease payments, discounted using a borrowing rate based on similar debt. Lease activity for the years ended September 30, 2024 and 2023, was as follows: Balance sheet information related to the Company’s leases is presented below: SCHEDULE OF BALANCE SHEET INFORMATION Operating leases: September 30, 2024 September 30, 2023 Operating right-of-use asset $ 1,830,124 $ — Operating lease liability, current 281,352 — Operating lease liability, long-term 1,650,383 — F- 16 NANO NUCLEAR ENERGY INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS As of September 30, 2024 6. PROPERTY, PLANT AND EQUIPMENT, RIGHT OF USE ASSET & LEASE LIABILITY (Continued) The following provides details of the Company’s lease expense: SCHEDULE OF OTHER INFORMATION RELATED TO LEASES Lease cost: 2024 2023 Year Ended September 30, Lease cost: 2024 2023 Operating lease cost $ 236,030 $ — Other information related to leases is presented below: SCHEDULE OF OTHER INFORMATION RELATED TO LEASES measurement of lease liabilities: 2024 2023 Cash paid for amounts included in the Year Ended September 30, measurement of lease liabilities: 2024 2023 Operating cash outflows from operating leases $ 134,420 $ — September 30, 2024 Weighted-average discount rate – operating lease 13.5 % Weighted-average remaining lease term – operating lease (in years) 7.0 As of September 30, 2024, the expected annual minimum lease payments of the Company’s operating lease liabilities were as follows: SCHEDULE OF EXPECTED ANNUAL MINIMUM LEASE PAYMENTS For the Years Ended September 30, 2025 $ 339,411 2026 418,508 2027 428,971 2028 439,695 2029 450,688 Thereafter 855,567 Total future minimum lease payments, undiscounted 2,932,840 Less: Imputed interest for leases in excess of one year ( 1,001,105 ) Present value of future minimum lease payments 1,931,735 Less: Current portion of lease liabilities ( 281,352 ) Total lease liabilities less current portion $ 1,650,383 F- 17 NANO NUCLEAR ENERGY INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS As of September 30, 2024 7. ACQUISITION OF ALIP TECHNOLOGY On June 21, 2024, the Company acquired a novel annular linear induction pump (“ALIP”) technology used in small nuclear reactor cooling (“ALIP Acquisition”) from noted physicist, research engineer and project manager Carlos O. Maidana, PhD. In connection with the transaction, Dr. Maidana has agreed to collaborate with the Company as a consultant on further development of the ALIP technology with a view towards achieving SBIR Phase III Award status. As part of this transaction, Dr. Maidana assigned to NANO all intellectual property rights associated with the ALIP technology and product, his work on the foregoing grants and the proposal for the SBIR Phase III program. As consideration for the ALIP Acquisition, the Company (i) issued 50,000 shares of Common Stock to Dr. Maidana and (ii) paid Dr. Maidana cash consideration of $ 50,000 . Additionally, the Company agreed to deliver to Dr. Madana an additional (iii) 50,000 shares of Common Stock and (iv) cash consideration of $ 50,000 , contingent upon the successful completion of the SBIR Phase III project prior to June 21, 2025. The Company anticipates that the completion of the SBIR Phase III project will occur prior to June 21, 2025, and therefore has calculated the contingent consideration at the closing price of NANO’s stock on the date of acquisition. The ALIP Acquisition has been accounted for as an acquisition of in-process R&D that has been fully expensed on the acquisition date as R&D costs. The ALIP Acquisition was recorded at its fair value as of June 21, 2024. The total purchase price was approximately $ 1.67 million and is comprised of: SCHEDULE OF ALIP ACQUISITION Total Cash (paid on closing) $ 50,000 Common shares (issued on closing) 786,500 Contingent cash 50,000 Contingent common shares (fair value at closing) 786,500 Total purchase price $ 1,673,000 F- 18 NANO NUCLEAR ENERGY INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS As of September 30, 2024 7. ACQUISITION OF ALIP TECHNOLOGY (Continued) As of June 21, 2024, the contingent cash and common shares obligation was recorded at its fair value of $ 836,500 based on the closing price of NANO’s stock on the date of acquisition. At September 30, 2024, the contingent cash and common shares obligation was revalued to its fair value of $ 770,500 based on the closing price of NANO’s stock on September 30, 2024, which resulted in a revaluation recovery of $ 66,000 . 8. LONG-TERM INVESTMENTS, RELATED PARTY In August 2024, the Company invested $ 2,000,000 as an equity investment into LIS Technologies Inc. (“LIST”) (which is a related party), as part of its $ 11.88 million seed funding round. This additional capital into LIST is anticipated to help fuel the development of its proprietary, patented advanced laser enrichment technology. Concurrently with our investment in LIST, the Company entered into an agreement with LIST to collaborate and assist in developing LIST’s technologies to secure a fuel supply for our future operations and the wider nuclear energy industry. The parties intend that LIST will provide the Company with enriched UF6 at no cost to be fabricated and sold to customers, with LIST to receive compensation as part of a profit-sharing arrangement to be agreed to between the companies in the future. Through collaboration with LIST, the Company anticipates building supportive facilities around LIST’s enrichment facility, including such facilities as deconversion and fuel fabrication. The Company also leased approximately 7,000 square feet of dedicated space within its Oak Ridge, Tennessee based nuclear technology facility to LIST to enable the next phase of the revitalization of its proprietary laser-based process. The Company leases this space to LIST for $ 7,000 per month. The lease is effective on September 2, 2024 and has a term ending on September 1, 2034. The Company’s relationship with LIST is considered a related party transaction since certain of the Company’s executive directors and officers, including Jay Jiang Yu, Jaisun Garcha, and Dr. Tsun Yee Law, also serve as directors and officers for LIST, and James Walker serves as a consultant to LIST. The Company’s investment in LIST was unanimously approved by all of the Company’s disinterested independent directors. F- 19 NANO NUCLEAR ENERGY INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS As of September 30, 2024 9. INCOME TAXES The Company’s provision for income taxes for the years ended September 30, 2024 and 2023 was $ 0 and $ 0 , respectively. Reconciliation of the Company’s effective tax rate to statutory rates for the years ended September 30, 2024 and 2023 is as follows: Schedule of Reconciliation of effective tax rate to statutory rates 2024 2023 Federal 21.00 % 21.00 % State 11.79 % 5.14 % Nondeductible expenses ( 0.27 )% ( 17.00 )% Tax rate change 3.14 % 0.00 % Other 0.83 % 1.07 % Change in valuation allowance ( 36.49 )% ( 27.04 )% Effective tax rate $ - $ - The Company’s deferred tax assets (liabilities) consist of the following as of September 30, 2024 and 2023: Schedule of Deferred Tax Assets (Liabilities) 2024 2023 Deferred tax assets: Net operating loss carryforwards $ 3,987,674 1,583,460 Research and development expenses 885,849 387,710 Stock-based compensation 242,891 - Depreciation and amortization 272,835 - Operating lease liabilities 633,354 - Contingent consideration 252,622 - Total deferred tax assets 6,275,225 1,971,170 Valuation allowance ( 5,675,186 ) ( 1,971,170 ) Net deferred tax assets 600,039 - Deferred tax liabilities: ROU asset ( 600,039 ) - Deferred tax assets (liabilities) $ - $ - As of September 30, 2024 and 2023, the Company had total net deferred tax assets of $ 5,675,186 and $ 1,971,170 , respectively. A valuation allowance is required to reduce deferred tax assets reported if, based on the weight of the evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets depends on the generation of future taxable income during those periods in which those temporary differences are deductible. After consideration of all the evidence, both positive and negative, management determined that a 100 % valuation allowance was necessary as of September 30, 2024 and 2023 in the amount of $ 5,675,186 and $ 1,971,170 , respectively, to reduce the deferred tax assets to the amount that will more likely than not be realized. The increase in the valuation allowance during the years ended September 30, 2024 and 2023 was $ 3,704,016 and $ 1,689,842 , respectively. As of September 30, 2024, the Company, subject to limitations, had gross operating loss carry forwards of approximately $ 12.2 million available to offset future taxable income which never expires but has annual limitations of 80 % of the Company’s taxable income. F- 20 NANO NUCLEAR ENERGY INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS As of September 30, 2024 10. SUBSEQUENT EVENTS The Company has evaluated all events or transactions that occurred after September 30, 2024 through the date that the consolidated financial statements were issued. During this period, there were no material subsequent events requiring disclosure except as stated as follows: On October 23, 2024, 2024, the Company consummated a firm commitment underwritten follow-on public offering (the “October 2024 Follow-on Offering”) of an aggregate of 2,117,646 units, consisting of an aggregate of 2,117,646 shares of Common Stock and 2,117,646 warrants to purchase up to 1,058,823 shares of Common Stock (the “October 2024 Follow-on Warrants”) based on an offering price of $ 17.00 per unit (the “October 2024 Follow-on Offering Price”), generating gross proceeds of approximately $ 36 million, and net proceeds (after deducting discounts and offering expenses) of approximately $ 32.3 million. In connection with the October 2024 Follow-on Offering, the Company granted the lead managing underwriter an option (“October 2024 Follow-on Over-allotment Option”), exercisable for 30 days from October 25, 2024, to purchase up to an additional 317,646 shares of Common Stock (the “October 2024 Follow-on Over-allotment Shares”) and 317,646 Warrants to purchase 158,823 shares of Common Stock (the “October 2024 Follow-on Over-allotment Warrants”) from the Company at the October 2024 Follow-on Offering Price, less underwriting discounts and other October 2024 Follow-on Offering expenses, to cover over-allotments in the October 2024 Follow-on Offering. On October 23, 2024, the underwriter partially exercised the Over-allotment Option for the Over-allotment Warrants (which option closed on October 25, 2024 for nominal consideration). On October 28, 2024, the underwriter exercised the Over-allotment Option in full with respect to the Over-allotment Shares, and on October 29, 2024, the closing of the purchase of the Over-Allotment Shares occurred, generating gross proceeds to the Company of approximately $ 5.4 million and net proceeds of approximately $ 4.9 million. In connection with the October 2024 Follow-on Offering, the Company issued such lead managing underwriter 105,882 warrants exercisable for 105,882 shares of Common Stock at an exercise price per share of $ 21.25 with expiry on October 29, 2029 . In connection with the October 2024 Follow-on Over-allotment Option, the Company also issued such lead managing underwriter 15,882 warrants exercisable for 15,882 shares of Common Stock at an exercise price per share of $ 21.25 with expiry on October 29, 2029 . Between October 1, 2024 and the date that the consolidated financial statements were issued, 179,375 underwriter warrants with an exercise price of $ 5.00 per share were exercised on a cashless basis to purchase 141,484 Common Stock, 132,600 warrants were exercised to purchase 66,300 Common Stock at an exercise price of $ 20.00 per share generating gross proceeds of approximately $ 1,326,000 , 746,216 warrants were exercised to purchase 373,108 Common Stock at an exercise price of $ 17.00 per share generating gross proceeds of approximately $ 6,343,000 , 125,000 stock options were exercised to purchase 125,000 common shares at an exercise price of $ 1.50 per share generating proceeds of approximately $ 187,500 , and 240,000 stock options were exercised to purchase 240,000 common shares at an exercise price of $ 3.00 per share generating proceeds of approximately $ 720,000 . On November 24, 2024, the Company, entered into a Securities Purchase Agreement (the “November 2024 SPA”) with three accredited institutional investors (the “Investors”), pursuant to which the Company agreed to offer and sell an aggregate of $ 60,000,048 of securities of the Company in a private placement (the “November 2024 Private Placement”), consisting of (i) 2,500,002 shares (“Shares”) of common stock of the Company and (ii) warrants to purchase up to 2,500,002 shares of common stock (the “Warrants”). The Private Placement closed on November 27, 2024. After deducting the placement agent fees and estimated offering expenses payable by the Company, the Company received net proceeds of approximately $ 55,122,000 . The Company intends 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, the Company issued and sold in the Private Placement the Shares and associated Warrants at a combined purchase price of $ 24.00 per share. The 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. On November 24, 2024, in connection with the Private Placement, the Company entered into a registration rights agreement with the Investors (the “Registration Rights Agreement”), pursuant to which the Company 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. The Company is subject to customary requirements to pay liquidated damages to the Investors 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 each 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 the Company in the Private Placement, a non-accountable expense allowance equal to 1 % of the gross proceeds received by the Company from the Private Placement, and reimbursement of up to $ 175,000 in legal expenses. On December 18, 2024, the Company entered into an asset purchase agreement with Ultra Safe Nuclear Corporation and certain of its subsidiaries (collectively, “USNC”) to acquire select nuclear energy technology assets on an as-is, where-is basis, including USNC’s micro modular nuclear reactor business marketed as a MMR Energy System, and transportable fission power system technology business marketed as a Pylon Transportable Reactor Platform, including certain contracts, intellectual property rights, demonstration projects and the equity interests of two non-U.S. entities (collectively, “USNC Assets”), for a total purchase price of $ 8.5 million in cash through an auction process (“Auction”) conducted pursuant to Section 363 of the U.S. Bankruptcy Code in connection with USNC’s pending Chapter 11 bankruptcy proceedings. The closing of the acquisition is expected to occur in the near future and remains subject to satisfaction of customary closing conditions in a bankruptcy proceeding. On December 18, 2024, the United States Bankruptcy Court for the District of Delaware, the Bankruptcy Court overseeing USNC’s bankruptcy held a hearing where it approved the sale of the USNC Assets to us. In the Auction, we submitted a bid for the acquisition of substantially all of the assets of USNC, including their fuel business and their technology assets marketed as EmberCore and Nuclear Thermal Propulsion (NTP) (such assets other than the USNC Assets, the “ Other USNC Assets ”), and was selected as the back-up bidder for the Other USNC Assets in the Auction. In the event that the winning bidder of the Other USNC Assets in the Auction fails to consummate such acquisition, we will be required to acquire all such Other USNC Assets in addition to the USNC Assets for a total purchase price, inclusive of the $8.5 million for the USNC Assets, of $36,190,000. F- 21 EXHIBIT INDEX Exhibit Number Description of Document 3.1 Articles of Incorporation of the Registrant (1) 3.2 Certificate of Amendment to Articles of Incorporation, dated March 4, 2024 (1) 3.3 Amended and Restated Bylaws of the Registrant (1) 4.1 Specimen Common Stock Certificate (1) 4.2 Underwriter’s Warrant, dated May 10, 2024 (2) 4,3 Underwriter’s Warrant, dated July 15, 2024 (3) 4.4 Underwriter’s Warrant, dated October 25, 2024 (5) 4.5 Warrant Agent Agreement, dated July 11, 2024, by and between the Company and VStock Transfer, LLC (3) 4.6 2024 B Warrant Agent Agreement, dated October 23, 2024, by and between the Company and VStock Transfer, LLC (5) 4.7 Form of Common Stock Purchase Warrant, dated November 27, 2024, between the Company and the Investors (7) 10.1 Consulting Agreement dated February 8, 2022, by and between Registrant and Chief Executive Officer (1)^ 10.2 Consulting Agreement dated February 8, 2022, by and between Registrant and Chief Financial Officer (1)^ 10.3 Employment Agreement, dated October 17, 2024 by and between the Registrant and Jay Jiang Yu (4) 10.4 Independent Director Agreement between Registrant and Dr. Tsun Yee Law (1) 10.5 Independent Director Agreement between Registrant and Diane Hare (1) 10.6 Independent Director Agreement between Registrant and Dr. Kenny Yu (1) 10.7 2023 Stock Option Plan #1 (1) 10.8 Form of 2023 Stock Option Agreement under 2023 Stock Option Plan #1 (1) 10.9 2023 Stock Option Plan #2 (1) 10.10 Form of 2023 Stock Option Agreement under 2023 Stock Option Plan #2 (1) 10.11 Services Agreement, dated July 29, 2024, by and between the Registrant and Cambridge AtomWorks (2024) Limited (6)+^ 10.12 Memorandum of Understanding dated March 30, 2023 by and between HALEU Energy Fuel Inc. and Centrus Energy Corp. (1)^ 10.13 Form of Consulting Agreement by and between Registrant and each Executive Advisory Board Member (1)^ 10.14 Strategic Partnership Project Agreement No. 23SP817 and its amendment dated February 14, 2023 and December 6, 2023, respectively, by and between the Registrant and Battelle Energy Alliance, LLC (1)+^ 10.15 Services Agreement dated January 19, 2024, by and between the Registrant and Nuclear Education and Engineering Consulting LLC (1)+^ 10.16 Lease Agreement dated March 7, 2024, by and between the Registrant and Charney Management LLC (1) 10.17 Exclusive Patent License Agreement, dated April 3, 2024, by and between the Registrant and Battelle Energy Alliance, LLC (1)+^ 10.18 Partnership Agreement, dated November 4, 2024, between the Registrant and LIS Technologies Inc.* 10.19 Amendment No.1 to Partnership Agreement, dated November 5, 2024, between the Registrant and LIS Technologies Inc.* 10.20 Asset Purchase Agreement dated December 18, 2024 by and among the Registrant and Ultra Safe Nuclear Corporation and certain of its subsidiaries (8)^^ 10.21 Form of Securities Purchase Agreement, dated November 24, 2024, between the Company and the Investors (7) 10.22 Form of Registration Rights Agreement, dated November 24, 2024, between the Company and the Investors (7) 14.1 Amended and Restated Code of Business Conduct and Ethics (adopted December 27, 2024)* 19.1 Amended and Restated Insider Trading Policy (adopted December 27, 2024)* 21.1 List of Subsidiaries (6) 84 Exhibit Number Description of Document 31.1 Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002* 31.2 Certification of the Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002* 32.1 Certification of the Principal Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002** 32.2 Certification of the Principal Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002** 99.1 Executive Compensation Clawback Policy (1) 99.2 Audit Committee Charter (1) 99.3 Compensation Committee Charter (1) 99.4 Nominating and Corporate Governance Committee Charter (1) 101. INS Inline XBRL Instance Document* 101.SCH Inline XBRL Taxonomy Extension Schema Document* 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document* 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document* 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document* 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document* 104 Cover Page Interactive Data File (Embedded as Inline XBRL document and contained in Exhibit 101)* * Filed herewith. ** Furnished herewith. (1) Filed as an exhibit to the registrant’s Registration on Form S-1 (File No. 333-278076), filed with the SEC on May 1, 2024. (2) Filed as an exhibit to the registrant’s Current Report on Form 8-K, filed with the SEC on May 13, 2024. (3) Filed as an exhibit to the registrant’s Current Report on Form 8-K, filed with the SEC on July 15, 2024. (4) Filed as an exhibit to the registrant’s Current Report on Form 8-K, filed with the SEC on October 18, 2024. (5) Filed as an exhibit to the registrant’s Current Report on Form 8-K, filed with the SEC on October 25, 2024. (6) Filed as an exhibit to the registrant’s Registration on Form S-1 (File No. 333-282750), filed with the SEC on October 21, 2024. (7) Filed as an exhibit to the registrant’s Current Report on Form 8-K, filed with the SEC on November 27, 2024. (8) Filed as an exhibit to the registrant’s Current Report on Form 8-K, filed with the SEC on December 26, 2024. + Certain portions of this exhibit are omitted pursuant to Item 601(b)(10)(iv) of Regulations S-K because they are not material and are the type that the registrant treats as private or confidential. The Registrant hereby agrees to furnish a copy of any omitted portion to the SEC upon request. ^ Certain portions of the exhibit have been omitted pursuant to Item 601(a)(6) of Regulations S-K. The Company hereby agrees to furnish a copy of any omitted portion to the SEC upon request. ^^ In accordance with Item 601(a)(5) of Regulation S-K, certain schedules or similar attachments to this exhibit have been omitted from this filing. 85 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized. December 30, 2024 NANO NUCLEAR ENERGY INC. By: /s/ James Walker James Walker Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. Signature Title Date /s/ Jay Jiang Yu Chairman of the Board and President December 30, 2024 Jay Jiang Yu /s/ James Walker Chief Executive Officer and Director December 30, 2024 James Walker /s/ Jaisun Garcha Chief Financial Officer and Secretary December 30, 2024 Jaisun Garcha (Principal Accounting Officer) /s/ Tsun Yee Law Independent Director December 30, 2024 Dr. Tsun Yee Law /s/ Diane Hare Independent Director December 30, 2024 Diane Hare /s/ Kenny Yu Independent Director December 30, 2024 Dr. Kenny Yu 86