Nano Nuclear Energy Inc. 10-K

ITEM 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information Our common stock trades on the Nasdaq Stock Market under the symbol “NNE.” Holders of Record As of December 16, 2025, we had 27 holders of record of our common stock. Dividend Policy We have never declared or paid any cash dividends on our capital stock, and we do not anticipate paying any cash dividends in the foreseeable future. The payment of dividends, if any, in the future is within the discretion of our board of directors and will depend on our earnings, capital requirements and financial condition and other relevant facts. We currently intend to retain all future earnings, if any, to finance the development and growth of our business. Under NRS 78.288, the directors of a corporation may authorize, and the corporation may make, distributions (including cash dividends) to stockholders, but no such distribution may be made if, after giving it effect: ● the corporation would not be able to pay its debts as they become due in the usual course of business; or ● the corporation’s total assets would be less than the sum of (x) its total liabilities plus (y) the amount that would be needed, if the corporation were to be dissolved at the time of distribution, to satisfy the preferential rights upon dissolution of stockholders whose preferential rights are superior to those receiving the distribution. The NRS prescribes the timing of the determinations above depending on the nature and timing of payment of the distribution. For cash dividends paid within 120 days after the date of authorization, the determinations above must be made as of the date the dividend is authorized. When making their determination that a distribution is not prohibited by NRS 78.288, directors may consider: ● financial statements prepared on the basis of accounting practices that are reasonable in the circumstances; ● a fair valuation, including, but not limited to, unrealized appreciation and depreciation; and/or ● any other method that is reasonable in the circumstances. Recent Sales of Unregistered Securities During the past three years, we issued securities that were not registered under the Securities Act as set forth below. The offers, sales and issuances of the securities described below were exempt from registration either (i) under Section 4(a)(2) of the Securities Act and the rules and regulations promulgated thereunder in that the transactions were between an issuer and sophisticated investors or members of its senior executive management and did not involve any offering within the meaning of Section 4(a)(2), or (ii) under Regulation S promulgated under the Securities Act in that offers, sales and issuances were not made to persons in the United States and no directed selling efforts were made in the United States, or (iii) under Rule 144A under the Securities Act in that the shares were offered and sold by the initial purchasers to qualified institutional buyers, or (iv) under Rule 701 promulgated under the Securities Act in that the transactions were under compensatory benefit plans and contracts relating to compensation. 54 In February 2022, we issued 10,000,000 shares of common stock to I Financial Ventures Group LLC, of which our President, Secretary, Treasurer, and Chairman of the Board of Directors, Jay Jiang Yu, is the sole shareholder and director, and received proceeds of $50,000. Between March 2022 and April 2022, we issued an aggregate of 7,500,000 shares of common stock to certain members of our management team and certain investors, and received an aggregate proceeds of $375,000. Between February 2022 and September 2022, we issued an aggregate of 675,000 shares of common stock to certain consultants for services received. Between April 2022 and February 2023, we issued an aggregate of 4,146,869 shares of common stock to certain investors, and received an aggregate proceeds of $4,146,869. Between April 2023 and September 2023, we issued an aggregate of 2,778,000 shares of common stock to certain investors, and received an aggregate proceeds of $6,945,000. In January 2024, we issued an aggregate of 822,144 shares of common stock to certain investors, and received an aggregate gross proceeds of $2,466,437, of which $2,106,437 was received in advance as of December 31, 2023, and $360,000 was received in January 2024. In June 2024, we issued an aggregate of 50,000 shares of common stock to Dr. Maidana as consideration for the ALIP Acquisition. In August 2024, we issued an aggregate of 20,000 shares of common stock to certain consultants for services received. In August 2024, we issued an aggregate of 250,000 shares of common stock to consultants who exercised their outstanding stock options. In September 2024, we issued an aggregate of 343,000 shares of common stock to consultants who exercised their outstanding stock options. In October 2024, we issued an aggregate of 230,000 shares of common stock to consultants who exercised their outstanding stock options. In November 2024, we issued an aggregate of 15,000 shares of common stock to consultants who exercised their outstanding stock options. In December 2024, we issued an aggregate of 245,000 shares of common stock to consultants who exercised their outstanding stock options. In January 2025, we issued an aggregate of 66,000 shares of common stock to consultants who exercised their outstanding stock options. On November 24, 2024 , we entered into a Securities Purchase Agreement (the “November 2024 SPA”) with three accredited institutional investors pursuant to which we agreed to offer and sell an aggregate of $60,000,048 of our securities in a private placement (the “November 2024 Private Placement”), consisting of (i) 2,500,002 shares (“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. 55 On 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. On 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 $500,000. 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. On 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 22, 2025. As of the date of this Report, the July 2025 Registration Statement is still under review by the SEC. 56 Purchases of Equity Securities by the Issuer and Affiliated Purchasers None. ITEM 6. [Reserved]