What changed in this filing

/stocks — the workspaceLOADING

Item 5. Market for Registrant’s Common Equity

2025-12-18 compared with 2024-12-30 · 110 added, 35 removed, 47 unchanged (76% of the section changed)

1 unchanged sentence

common stock trades on the Nasdaq Stock Market under the symbol “NNE.”

of December 27, 2024, we had 39 holders of record of our common stock.

As of December 16, 2025, we had 27 holders of record of our common stock.

have never declared or paid any cash dividends on our capital stock, and we do not anticipate paying any cash dividends in the foreseeable

40 unchanged sentences

August 2024, we issued an aggregate of 20,000 shares of common stock to certain consultants for services received.

August 2024, we issued an aggregate of 250,000 shares of common stock to consultants who exercised their outstanding stock

August 2024, we issued an aggregate of 250,000 shares of common stock to consultants who exercised their outstanding stock options.

September 2024, we issued an aggregate of 343,000 shares of common stock to consultants who exercised their outstanding stock options.

October 2024, we issued an aggregate of 230,000 shares of common stock to consultants who exercised their outstanding stock options.

November 2024, we issued an aggregate of 15,000 shares of common stock to consultants who exercised their outstanding stock

In December 2024, we issued an aggregate of 120,000 shares of common stock

to consultants who exercised their outstanding stock options.

November 24, 2024, we entered into a Securities Purchase Agreement (the “November 2024 SPA”) with three accredited institutional

investors pursuant to which we agreed to offer and sell an aggregate of $60,000,048 of our securities in a private placement (the “November

2024 Private Placement”), consisting of (i) 2,500,002 shares (“Shares”) of our common stock and (ii) warrants to purchase

up to 2,500,002 shares of common stock (the “November 2024 Warrants”).

The Private Placement closed on November 27, 2024.

After deducting the placement agent fees and estimated offering expenses payable by us, we received net proceeds of approximately $55,122,000.

We intend to use these net proceeds for general working capital and general corporate purposes, which could include potential acquisitions

of complementary businesses or assets.

Pursuant to the November 2024 SPA, we issued and sold 2,500,002 Shares and associated Warrants

to purchase up to an aggregate of 2,500,002 shares of common stock at a combined purchase price of $24.00 per share.

The associated Warrants

have a term of five (5) year with an exercise price of $26.00 per share and will be exercisable immediately upon issuance of the Warrants.

The November 2024 SPA includes standard representations, warranties and covenants of the Company and Investors, including certain restrictions

on future issuances of our capital stock for 30 days following effectiveness of the registration statement discussed below.

24, 2024, in connection with the Private Placement, we entered into a registration rights agreement with the investors pursuant to which

we agreed to file a registration statement with the Securities and Exchange Commission (the “SEC”) covering the resale of

the Shares and the shares of Common Stock issuable upon exercise of the Warrants by no later than January 15, 2025 (the date of filing,

the “Filing Date”), with such registration statement to be effective within 30 days of the Filing Date (if such registration

statement is not subject to review by the SEC), or within 60 days after the Filing Date (if such registration statement is subject to

limited or full review by the SEC).

The investors are also entitled (subject to certain exceptions) to customary piggyback registration

rights during the period in which the registration statement is effective.

We are subject to customary requirements to pay liquidated

damages to the investors in the Private Placement in the event it does not meet certain filing and effectiveness deadlines set forth

in the registration rights agreement in an amount equal to 1% of such investor’s subscription amount, plus interest, as applicable,

on a monthly basis until such event giving rise to the liquidated damages is cured.

The Benchmark Company, LLC acted as placement agent

for the Private Placement and received a cash fee equal to 6.0% of the gross proceeds received by us in the Private Placement, a non-accountable

expense allowance equal to 1% of the gross proceeds received by us from the Private Placement, and reimbursement of up to $175,000 in

legal expenses.

November 2024, we issued an aggregate of 15,000 shares of common stock to consultants who exercised their outstanding stock options.

December 2024, we issued an aggregate of 245,000 shares of common stock to consultants who exercised their outstanding stock options.

January 2025, we issued an aggregate of 66,000 shares of common stock to consultants who exercised their outstanding stock options.

November 24, 2024 , we entered into a Securities Purchase Agreement (the “November 2024 SPA”) with three accredited

institutional investors pursuant to which we agreed to offer and sell an aggregate of $60,000,048 of our securities in a private placement

(the “November 2024 Private Placement”), consisting of (i) 2,500,002 shares (“2024 Shares”) of our common stock

and (ii) warrants to purchase up to 2,500,002 shares of common stock (the “November 2024 Warrants”).

The Private Placement

closed on November 27, 2024.

After deducting the placement agent fees and estimated offering expenses payable by us, we received net

proceeds of approximately $55,122,000.

We intend to use these net proceeds for general working capital and general corporate purposes,

which could include potential acquisitions of complementary businesses or assets.

Pursuant to the November 2024 SPA, we issued and sold

2,500,002 2024 Shares and associated Warrants to purchase up to an aggregate of 2,500,002 shares of common stock at a combined purchase

price of $24.00 per share.

The associated Warrants have a term of five (5) year with an exercise price of $26.00 per share and will be

exercisable immediately upon issuance of the Warrants.

The November 2024 SPA includes standard representations, warranties and covenants

of the Company and Investors, including certain restrictions on future issuances of our capital stock for 30 days following effectiveness

of the registration statement discussed below.

On November 24, 2024, in connection with the Private Placement, we entered into a registration

rights agreement with the investors pursuant to which we agreed to file a registration statement with the Securities and Exchange Commission

(the “SEC”) covering the resale of the Shares and the shares of Common Stock issuable upon exercise of the Warrants by no

later than January 15, 2025 (the date of filing, the “2024 Filing Date”), with such registration statement to be effective

within 30 days of the 2024 Filing Date (if such registration statement is not subject to review by the SEC), or within 60 days after

the 2024 Filing Date (if such registration statement is subject to limited or full review by the SEC).

We filed the registration statement

(Registration No.

333-284282) with the SEC on January 14, 2025, which was declared effective on January 24, 2025.

The investors were

also entitled (subject to certain exceptions) to customary piggyback registration rights during the period in which the registration

statement is effective.

The Benchmark Company, LLC acted as placement agent for the Private Placement and received a cash fee equal to

6.0% of the gross proceeds received by us in the Private Placement, a non-accountable expense allowance equal to 1% of the gross proceeds

received by us from the Private Placement, and reimbursement of up to $175,000 in legal expenses.

May 26, 2025, we entered into a Securities Purchase Agreement (the “May 2025 SPA”) with each of six institutional investors

(the “May 2025 Investors”), pursuant to which we agreed to offer and sell an aggregate of 3,888,889 shares of our common

stock, par value $0.0001 per share, in a private placement (the “May 2025 Private Placement”) for the aggregate gross proceeds

of approximately $105 million.

The May 2025 Private Placement closed on May 28, 2025.

After deducting the placement agent fees and estimated

offering expenses payable by us, we received net proceeds of approximately $99 million.

We intend to use these net proceeds for research

and development, marketing, general working capital and general corporate purposes, which could include potential acquisitions of complementary

businesses or assets.

In the May 2025 Private Placement, we issued and sold an aggregate of 3,888,889 shares of our common stock at a

purchase price of $27.00 per share to the May 2025 Investors.

The May 2025 SPA includes standard representations, warranties and covenants

of the Company and the May 2025 Investors, including a restriction on future issuances of our capital stock or filing a registration

statement or any amendment or supplement thereto (subject to certain exceptions) for a period of thirty (30) days following effectiveness

of our May 2025 Resale Registration Statement (as defined below) required by the May 2025 RRA (as defined below).

On May 26, 2025, in

connection with the May 2025 Private Placement, we also entered into a registration rights agreement with each of the May 2025 Investors

(the “May 2025 RRA”), pursuant to which we agreed to file a registration statement (the “May 2025 Resale Registration

Statement”) with the SEC covering the resale of 3,888,889 shares of our common stock by no later than June 10, 2025 (the date of

filing, the “May 2025 Filing Date”), with the May 2025 Resale Registration Statement to be effective within 30 days of the

May 2025 Filing Date (if it is not subject to review by the SEC), or within 60 days after the May 2025 Filing Date (if it is subject

to full review by the SEC).

We filed the May 2025 Resale Registration Statement (Registration No.

333- 287886) with the SEC on June 9,

2025, which was declared effective on June 18, 2025.

The May 2025 Investors were also entitled (subject to certain exceptions) to customary

piggyback registration rights during the period in which the May 2025 Resale Registration Statement is effective.

Titan Partners Group

LLC, a division of American Capital Partners, LLC (“Titan”), acted as placement agent for the May 2025 Private Placement

under a placement agency agreement with us, pursuant to which Titan received a cash fee equal to 5.0% of the gross proceeds received

by us in the May 2025 Private Placement, and reimbursement of $150,000 in legal expenses.

July 25, 2025, we entered into a sales agreement (the “ATM Agreement”) with TD Securities (USA) LLC (“TD Cowen”),

UBS Securities LLC and Piper Sandler & Co.

(each a “Sales Agent” and together, the “Sales Agents”), relating

to the sale of up to $400 million shares of our common stock, par value $0.0001 per share from time to time through or to the Sales Agents

acting as agents or principals in an at-the-market offering (“ATM”).

Pursuant to the ATM Agreement, the compensation to the

Sales Agents for sales of common stock sold will be an amount up to 3% of the gross proceeds of any shares of common stock sold under

the ATM Agreement.

We have also agreed to provide indemnification and contribution to the Sales Agents with respect to certain liabilities,

including liabilities under the Securities Act.

Except as we and the Sales Agents otherwise agree, we will reimburse the Sales Agents

for the fees and disbursements of its counsel, in an amount not to exceed $75,000.

We estimate that the total expenses for the offering,

excluding any commissions or expense reimbursement payable to the Sales Agents under the terms of the Agreement, will be approximately

The remaining proceeds, after deducting any other transaction fees, will equal our net proceeds from the sale of our shares

in this ATM offering.

Under the ATM Agreement, we are required to file a shelf registration statement on Form S-3 (“July 2025 Registration

Statement”), including a base prospectus, and a sales agreement prospectus for the purpose of implementing the $400 million ATM

offering program under the July 2025 Registration Statement.

October 7, 2025, we entered into a Securities Purchase Agreement (the “October 2025 SPA”) with six institutional investors

as the selling stockholders hereunder (the “October 2025 Investors”), pursuant to which we agreed to offer and sell 8,490,767

shares of our common stock in a private placement (the “October 2025 Private Placement”) for gross proceeds of approximately

$400,000,000.

Pursuant to the October 2025 SPA, we issued and sold the shares in the October 2025 Private Placement at a purchase price

of $47.11 per share.

The October 2025 Private Placement closed on October 10, 2025.

After deducting the placement agent fees and estimated

offering expenses payable by us, we received net proceeds of approximately $378,600,000.

Pursuant to the October 2025 SPA, we agreed

to include a resale prospectus in the next amendment to the July 2025 Registration Statement on Form S-3 initially filed with the SEC

on July 25, 2025 (File No.

333-288982) covering the resale of the 8,490,767 shares of our common stock as soon as practicable but no

later than October 25, 2025 (the date of filing, the “October 2025 Filing Date”), and with such July 2025 Registration Statement

to be effective within 30 days following the later of (i) the October 2025 Filing Date, and (ii) the second business day after the date

on which the United States Federal government shutdown has concluded and the SEC has reopened for operations, if it is not subject to

review by the SEC.

We will have an additional 30 days to cause such July 2025 Registration Statement to become effective if it is subject

to full review by the SEC.

We have filed an amendment to the July 2025 Registration Statement to include a resale prospectus on October

As of the date of this Report, the July 2025 Registration Statement is still under review by the SEC.

of Equity Securities by the Issuer and Affiliated Purchasers

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 5. Market for Registrant’s Common Equity