What changed in this filing

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Item 3. Legal Proceedings

2025-12-18 compared with 2024-12-30 · 54 added, 36 removed, 16 unchanged (85% of the section changed)

Legal Proceedings

On August 9, 2024, a putative

securities class action lawsuit was filed against us and certain of our officers in the United States District Court for the Southern

District of New York, captioned Yvette Yang v.

On August 9, 2024, a putative securities

class action lawsuit was filed against us and certain of our officers in the United States District Court for the Southern District of

New York, captioned Yvette Yang v.

Nano Nuclear Energy Inc., et al., No.

1:24-cv-06057 (S.D.N.Y.).

The complaint asserts claims

for alleged violations of federal securities laws related to statements concerning our business and prospects, including our progress

toward microreactor development.

The plaintiff seeks to represent a class of certain persons who purchased or otherwise acquired our common

stock during the period from May 8, 2024 through July 18, 2024 and seeks unspecified damages and other relief.

On October 28, 2024, the

court entered an order appointing Hongyu Xie as lead plaintiff.

On November 4, 2024, the court entered a scheduling order for the filing

of lead plaintiff’s amended complaint and a briefing schedule for our anticipated motion to dismiss, under which lead

plaintiff must file an amended complaint by January 6, 2025, and we must file a motion to dismiss by February 21, 2025.

the allegations in the complaint and intend to defend the case vigorously.

The case is at an early stage and we cannot reasonably estimate

the amount of any potential financial loss or cost that could result from the lawsuit.

In addition, on August 23, 2024,

a putative shareholder derivative lawsuit was filed purportedly on behalf of our company, as nominal defendant, against certain of our

directors and officers in the Eighth Judicial District Court of Clark County, Nevada, captioned William Latza, Derivatively on Behalf

of Nano Nuclear, Inc.

On October 28, 2024, the court entered

an order appointing Hongyu Xie as lead plaintiff.

On January 6, 2025, lead plaintiff filed an amended complaint, naming as defendants

the Company, Jay Yu, James Walker, and Jaisun Garcha.

The amended complaint asserts claims for alleged violations of Sections 10(b) and

20(a) of the Securities Exchange Act of 1934 on behalf of persons who purchased or otherwise acquired our securities from May 8, 2024

through July 30, 2024.

The claims in the amended complaint relate to statements made by us and/or our directors or officers concerning

the Company’s business and prospects, including our progress toward development of nuclear microreactors and fuel manufacturing

On February 21, 2025, all defendants filed a motion to dismiss the amended complaint pursuant to Rules 12(b)(6) and 9(b) of

the Federal Rules of Civil Procedure, for failure to state a claim upon which relief can be granted.

On February 24, 2025, the court sua

sponte entered an order permitting lead plaintiff to file a second amended complaint or stand on her amended complaint.

On March 14, 2025,

lead plaintiff filed a second amended complaint, asserting the same claims asserted in the amended complaint.

On April 11, 2025, all defendants

filed a motion to dismiss the second amended complaint pursuant to Rules 12(b)(6) and 9(b) of the Federal Rules of Civil Procedure, for

failure to state a claim upon which relief can be granted.

A hearing on the motion has not been scheduled.

We dispute the allegations

in the amended complaint and intend to defend the case vigorously.

The case is at an early stage and we cannot reasonably estimate the

amount of any potential financial loss or cost that could result from the lawsuit.

In addition, on August 23, 2024, a putative

shareholder derivative lawsuit was filed purportedly on behalf of our company, as nominal defendant, against certain of our directors

and officers in the Eighth Judicial District Court of Clark County, Nevada, captioned William Latza, Derivatively on Behalf of Nano Nuclear,

James Walker, et al., No.

A-24-900423-C.

The complaint asserted claims for alleged breach of fiduciary duties

and corporate waste, among others, related to statements concerning our business and prospects.

On November 15, 2024, we filed

a motion to dismiss pursuant to Rule 23.1 of the Nevada Rules of Civil Procedure based on plaintiff’s lack of standing, and the

director and officer defendants filed a motion to dismiss pursuant to Rule 12(b)(5) of the Nevada Rules of Civil Procedure based on plaintiff’s

failure to state a claim upon which relief can be granted.

On December 20, 2024, plaintiff filed an amended complaint.

The amended complaint

alleges claims for alleged breach of fiduciary duties, corporate waste, market manipulation, and racketeering, among others, related to

our business and prospects, including our progress toward microreactor development, the qualifications of our management, and our investment

in LIS Technologies Inc.

of our company, the plaintiff seeks damages from the director and officer defendants and an order directing our company to take actions

to reform and improve corporate governance and internal procedures.

On December 20, 2024, plaintiff filed an amended complaint, alleging claims for alleged

breach of fiduciary duties, corporate waste, market manipulation, and racketeering, among others.

The claims asserted in the amended complaint

relate to our management, business and prospects, including, among others, our progress toward microreactor development, the qualifications

of our management, and our investment in LIS Technologies Inc.

On behalf of our company, the plaintiff seeks damages from the director

and officer defendants and an order directing our company to take actions to reform and improve corporate governance and internal procedures.

On February 4, 2025, our company filed a motion to dismiss the amended complaint pursuant to Rule 23.1 of the Nevada Rules of Civil Procedure

for failure to make a demand or alleged demand futility, and our directors and officers filed a motion to dismiss the amended complaint

pursuant to Rules 12(b)(5) and 23.1 of the Nevada Rules of Civil Procedure for failure to state a claim on which relief can be granted

and plaintiff’s lack of standing.

On April 24, 2025, the court heard and granted both the Company’s motion to dismiss and

the directors’ and officers’ motion to dismiss without leave to amend.

On October 30, 2025, the court entered a formal written

order and statement of decision granting the motions to dismiss.

On November 21, 2025, plaintiff filed a notice of appeal with the Nevada

Supreme Court.

No briefing dates for the appeal have been scheduled.

The director and officer defendants deny all allegations of liability

and intend to vigorously defend against all claims.

Given the preliminary stage of the lawsuit and the inherent uncertainties of litigation,

we cannot determine with certainty the outcome of the case at this time.

and intend to continue vigorously defending against all claims.

behalf of our company, the plaintiff seeks damages from the director and officer defendants and an order directing our company to take

actions to reform and improve corporate governance and internal procedures.

The director and officer defendants deny all allegations

of liability and intend to vigorously defend against all claims.

Given the preliminary stage of the lawsuit and the inherent uncertainties

of litigation, we cannot determine with certainty the outcome of the case at this time.

addition, from time to time, we may be subject to various additional claims, lawsuits, and other legal and administrative proceedings

9 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 3. Legal Proceedings