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, 2025, 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. Remediation of Previously Reported Material Weaknesses As previously disclosed in Item 4. Controls and Procedures in our third quarter Form 10-Q for the fiscal year ended September 30, 2025, we identified a material weakness in our internal control over financial reporting related to ineffective general information technology controls applicable to certain cloud-based information technology systems that were relevant to our financial reporting processes and system of internal control over financial reporting. As a result, our business process automated and manual controls that were dependent on the affected general information technology controls were also ineffective because they could have been adversely impacted. During the fourth fiscal quarter of 2025, we implemented the following remediation plan, including: ● Created robust management review controls to assess the completeness, accuracy and reasonableness of key information used in financial reporting; and ● Formalized the preparation and review of information used in financial reporting to ensure the completeness and accuracy of reports at fiscal year-end. We completed the necessary testing and we believe that the material weakness outlined above has been remediated as of September 30, 2025. 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, 2025. 64 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 Other than the execution of the material weakness remediation activities described above, 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, 2025, that materially affected, or are reasonably likely to materially affect, our 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 (b) Insider Trading Arrangements and Policies Adoption or Termination of Insider Trading Arrangements In September 2025, the below listed directors or officers of our company informed us of the adoption, modification or termination of a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Regulation S-K, Item 408, as described below: Name & Title Date Adopted Character of Trading Arrangement (1) Aggregate Number of Shares of Common Stock to be Purchased or Sold Pursuant to Trading Arrangement Duration Termination Date Jay Jiang Yu 9/23/2025 Rule 10b5-1 Trading Arrangement (3) Up to 2,996,400 to be sold (2) 9/3/2026 James Walker 9/23/2025 Rule 10b5-1 Trading Arrangement (3) Up to 408,688 to be sold (2) 9/2/2026 Jaisun Garcha 9/23/2025 Rule 10b5-1 Trading Arrangement (3) Up to 112,215 shares to be sold (2) 6/5/2026 Dr. Tsun Yee Law 9/23/2025 Rule 10b5-1 Trading Arrangement (3) Up to 131,143 to be sold (2) 10/31/2026 Diane Hare 9/23/2025 Rule 10b5-1 Trading Arrangement (3) Up to 41,143 to be sold (2) 12/31/2026 Dr. Kenny Yu 9/23/2025 Rule 10b5-1 Trading Arrangement (3) Up to 55,000 to be sold (2) 12/31/2026 (1) Except as indicated by footnote, each trading arrangement marked as a “Rule 10b5-1 Trading Arrangement” is intended to satisfy the affirmative defense of Rule 10b5-1(c), as amended (the “Rule”). (2) Except as indicated by footnote, each trading arrangement permitted or permits transactions through and including the earlier to occur of (a) the completion of all purchases or sales or (b) the date listed in the table. Each trading arrangement marked as a “Rule 10b5-1 Trading Arrangement” only permits transactions upon expiration of the applicable mandatory cooling-off period under the Rule. Except as indicated by footnote, each arrangement also provides, among other things, for termination upon the occurrence of death, dissolution, bankruptcy, insolvency, or failure to comply in material respect with any applicable laws and/or any obligations of such arrangement. (3) Complied with the then-applicable requirements of Rule 10b5-1(c) when adopted in September 2025. 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. ITEM 9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections Not Applicable. 65 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 42 Chief Executive Officer and Director Jay Jiang Yu 45 President, Secretary, Treasurer, and Chairman of the Board of Directors Jaisun Garcha 45 Chief Financial Officer Dr. Florent Heidet 40 Chief Technology Officer and Head of Reactor Development Dr. Tsun Yee Law 42 Independent Director Diane Hare 36 Independent Director Dr. Kenny Yu 39 Independent Director Dr. Seth Berl 33 Independent Director Biographies of Executive Officers and Directors James Walker has been our Chief Executive Officer 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. 66 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. From February 2022 to December 2024, Mr. Garcha 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. Florent Heidet has been our Chief Technology Officer and Head of Reactor Development since March 6, 2025. Dr. Heidet has over 18 years of experience in nuclear energy industry. Between May 2024 and February 2025, Dr. Heidet has served as a Senior Energy Consultant at Hatch Ltd., a consulting and engineering firm specializing in the metals, energy, and infrastructure sectors. Dr. Heidet has served as Head of Design and Engineering since February 2024 at Ultra Safe Nuclear Corporation (USNC), a vertical integrator of nuclear technologies and services. From October 2022 to January 2024, Dr. Heidet also consecutively served as Director of Innovation for nuclear systems and Director of Technology and Engineering at USNC. Prior to joining the USNC, Dr. Heidet spent 12 years at Argonne National Laboratory, where he played a central role in most of the laboratory’s nuclear reactor design projects. Dr. Heidet has also managed his own small company, MFT Tech LLC, since 2021. Dr. Heidet holds a Doctorate and Master of Science in Nuclear Engineering from the University of California, Berkeley, a Master of Science in Mechanical Engineering from the Arts et Métiers ParisTech (ENSAM) in Paris, France, and business program certificates from both University of California, Berkeley Haas School of Business and University of Chicago Booth School of Business. He has published numerous peer-reviewed technical papers and authored several chapters of the Encyclopedia of Nuclear Energy. 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 System Senior 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 on the Advisory Council 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. Dr. Seth Berl has been our director since June 1, 2025. Dr. Berl is a technology executive with governmental and private experience and expertise in high-performance computing, artificial intelligence and machine learning, data science, cybersecurity, embedded and “internet of things” systems, tactical edge networks, satellite communications, and enterprise-scale storage and networking. Since May 2025, Dr. Berl has served as Global GTM, Government Technologies Chief Technologist at Intel Corporation, where he helps shape technology and go-to-market strategy for worldwide government solutions. From June 2024 to May 2025, Dr. Berl served as Deputy Chief Data Officer at the U.S. Department of Energy (DOE) where he led the enterprise data program harnessing data and artificial intelligence to drive operational results. From 2020 to 2024, Dr. Berl served as Chief Technology Officer at GovSmart, Inc., a private firm where he led technical direction, built strategic partnerships, and helped drive product innovation for federal agencies and commercial clients. Prior to these roles, Dr. Berl worked as a nuclear and atomic physics researcher at the University of Virginia and Old Dominion University, coordinating with National Science Foundation, National Aeronautics and Space Administration (NASA), Department of Energy (DOE), Defense Advanced Research Projects Agency (DARPA), Northrop Grumman, and the U.S. Air Force for product development, including, among others, a quantum physics package for acceleration and rotation sensing, quantum computing memory, and the design and fabrication of microelectronics and semiconductors. Dr. Berl also founded and ran Smartec, LLC, a technology-consulting firm that served Fortune 500 companies. Dr. Berl received a Master and a Doctorate in Atomic Physics from the University of Virginia, and holds dual Bachelor of Science degrees in Electrical Engineering and Physics, from Old Dominion University. We believe that Dr. Berl is qualified to serve as a director of our company because of his industry and government experience. 67 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 Rick Perry 75 Chairman of Executive Advisory Board Gen. Wesley K. Clark (Ret.)., KBE 80 Chairman of Executive Advisory Board for Military and Defense Lt. General Terry G. Robling (Ret.) 71 Chairman of the Executive Advisory Board for Federal and Defense Appropriations and Requirements Vice Admiral Charles J. Leidig, Jr. (Ret.) 70 Chairman of its Executive Advisory Board for Naval Nuclear Initiatives Dr. Robert Gallucci 79 Chairman of the Executive Advisory Board for Nuclear Policy Daniel M. Donovan Jr. 69 Chairman of the Executive Advisory Board for Market Intelligence Gov. Andrew M. Cuomo 68 Executive Advisory Board Member Dr. Lassina Zerbo 62 Chairman of the Executive Advisory Board for Africa Michelle Amante-Harstine 70 Senior Strategic Advisor to the Executive Advisory Board for U.S. Energy Initiatives Rick Perry has been the Chairman of Executive Advisory Board since 2025. Mr. Perry attended Texas A&M University and graduated with a bachelor’s degree in animal science in 1972. Between 1972 and 1977, Mr. Perry served in the United States Air Force, flying C-130 tactical airlift aircraft in the U.S., Europe, and the Middle East; by the time of his discharge, he had attained the rank of captain. He served as the 14th Secretary of Energy from 2017 to 2019 in the first Trump administration. As Secretary of Energy, Mr. Perry worked to advance energy policies to promote American energy independence, notably backing nuclear power. Prior to his service as Secretary of Energy, Mr. Perry served as the 47th governor of the State of Texas. His political career began in 1985 as a representative for a rural West Texas district in the state House of Representatives, and beginning in 1990, he served two terms as Texas Commissioner of Agriculture. Mr. Perry twice sought the Republican nomination for president, running in 2012 and again in 2016. 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. 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. Vice Admiral Charles J. Leidig, Jr. (Ret.) has been chairman of our Executive Advisory Board for Naval Nuclear Initiatives since July 2025. Vice Admiral Leidig served as Deputy to the Commander for Military Operations, U.S. Africa Command from August 2010 to June 2013, capping a 39-year Navy career. Prior to this assignment, he was the 80th Commandant of Midshipmen at the U.S. Naval Academy, and earlier commanded USS Cavalla (SSN 684), where his crew earned two Meritorious Unit Commendations and the coveted Battle “E.” Additional leadership posts included Commander, Submarine Development Squadron Five; Commander, Naval Forces and Region Marianas; Commander, Submarine Group Eight; and Deputy Commander, U.S. 6th Fleet. Across these tours he directed submarine rescue programs, Arctic-warfare initiatives, and allied undersea operations, building a reputation for positive, mission-focused leadership. Vice Admiral Leidig’s career also included stints as a material officer for Submarine Squadron 11, senior member of the Nuclear Propulsion Examining Board, assistant deputy director for Regional Operations on the Joint Staff, and executive assistant to the Director of the Joint Staff. He is a 1978 graduate, with distinction, of the U.S. Naval Academy and holds a master’s in National Security and Strategic Studies from the Naval War College. Professional education later included the National Security Management Program at Syracuse University and the Navy Executive Business Course at UNC Chapel Hill. 68 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. 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. 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. 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. 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. 69 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 Each member of our Executive Advisory Board has entered into a consulting agreement with us under similar terms and conditions, either in their individual capacity or through a limited liability company that they control. 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. 70 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, 2025 and 2024, our executive advisory board was paid a total of $248,000 and $247,500, respectively. Option Agreements with the Members of the Executive Advisory Board We have entered into stock option agreements with the members of our Executive Advisory Board pursuant to the 2023 Stock Option Plan #2 (as defined below), except for Gov. Andrew M. Cuomo who was granted options that were not governed by either our 2023 Stock Option Plan #1 or our Stock Option Plan #2. Under the stock option agreements, each member was granted an option to acquire certain common stock at certain exercise price. Their options shall fully vest on the effective date of their option agreements and exercisable at any time until their respective expiration date. The following table provides information regarding each stock options held by the named member of our Executive Advisory Board as of the date of this Report. Grant Date Vesting Start date Number of securities underlying unexercised options vested (#) Number of securities underlying unexercised options unvested (#) Options exercise price ($) Option Expiration date Rick Perry June 11, 2025 June 11, 2025 15,000 - $ 34.25 June 11, 2030 Gen. Wesley K. Clark KBE August 30, 2023 August 30, 2023 90,000 - $ 3.00 August 30, 2026 Gov. Andrew M. Cuomo March 13, 2024 March 13, 2024 125,000 - $ 3.00 March 13, 2027 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 six directors, including two executive directors and four 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. 71 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, Ms. Diane Hare and Dr. Seth Berl 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. 72 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, Ms. Diane Hare and Dr. Seth Berl 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; 73 ● 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, beneficially owns approximately 21.37% of the voting power of our common stock as of December 16, 2025. 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, 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. 74 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, 2025, 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, except for Ms. Diane Hare whose Form 4 filing dated June 6, 2025 was delayed due to her travel and lack of internet access. 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, 2025 and 2024. 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 $100,000 during the fiscal years ended September 30, 2025 and 2024. Summary Compensation Table The following table presents the compensation awarded to or earned by or paid to our named executive officers during the fiscal years ended September 30, 2025 and 2024. Name and Principal Position Year Salary ($) Bonus ($) (3) Option Awards ($) (2) Stock Awards ($) (1) Non-Equity Incentive Plan Compensation ($) All Other Compensation ($) (4) Total ($) Jay Jiang Yu 2025 496,667 600,000 6,043,422 4,018,086 - - 11,158,175 President, Secretary, Treasurer, and Chairman of the Board of Directors 2024 - - - - - 390,000 390,000 James Walker 2025 - 300,000 6,043,422 2,511,348 - 426,668 9,281,438 Chief Executive Officer and Director 2024 - - - - - 185,000 185,000 Jaisun Garcha 2025 - 200,000 3,021,711 1,507,001 - 326,333 5,055,045 Chief Financial Officer 2024 - - - - - 170,000 170,000 Florent Heidet (5) 2025 208,333 125,000 6,812,116 804,055 - 3,333 7,952,837 Chief Technology Officer 2024 - - - - - - - (1) Amounts reflect the aggregate grant date fair value of restricted stock unit (“RSU”) awards granted to our named executive officers during the applicable year calculated in accordance with FASB ASC Topic 718, rather than the amounts paid to or realized by the applicable named executive officer. See Note 4 in our audited consolidated financial statements for the fiscal year ended September 30, 2025 for a discussion of the relevant assumptions used in calculating these amounts. The number of RSUs subject to each award was determined by dividing the dollar-denominated value by our closing price on the grant date. (2) Amounts reflect the aggregate grant date fair value of stock options granted to our named executive officers during the applicable year calculated in accordance with FASB ASC Topic 718, rather than the amounts paid to or realized by the applicable named executive officer. See Note 4 in our audited consolidated financial statements for the fiscal year ended September 30, 2025 for a discussion of the relevant assumptions used in calculating this amount. (3) Amounts listed include discretionary bonuses paid to our named executive officers for their performance. (4) For non-employee executive officers, amounts reflect compensation paid as consulting fees and for employee executive officers, amounts reflect matching contributions made by us under our 401(k) plan. (5) Dr. Heidet commenced employment as our Chief Technology Officer in March 2025. Narrative to Summary Compensation Table Employment Agreement with Mr. Yu On October 17, 2024, we entered into an employment agreement with Mr. 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. 75 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. Employment Agreement with Dr. Heidet On March 6, 2025, we entered into an Employment Agreement (the “Heidet Employment Agreement”) with Dr. Heidet, effective on March 6, 2025. Pursuant to the Heidet Employment Agreement, Dr. Heidet serves as our Chief Technology Officer and Chief Technology Officer and Head of Reactor Development, with the initial term of three (3) years, ending on March 6, 2028. Thereafter, the Heidet Employment Agreement will be automatically renewed for successive one (1)-year periods unless either we or Dr. Heidet provides written notice of non-renewal at least 90 days prior to the applicable renewal date. Dr. Heidet is entitled to an annual base salary of $300,000 , plus eligibility for an annual bonus and equity-based compensation awards, and entitlement to participate in employee benefits plans and other customary benefits provided by us. Dr. Heidet is also entitled to a one-time sign-up bonus of $25,000, payable within 30 days of March 6, 2025. The Heidet Employment Agreement contains customary restrictive covenants relating to non-solicitation and non-competition for a period of one year after the date of termination of employment, confidentiality covenants restricting disclosures of the intellectual property rights and other confidential information. Additionally, the Heidet Employment Agreement may be terminated through applicable notice procedure by either the Company or Dr. Heidet at any time for any reason. 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, and Dr. Heidet, our Chief Technology Officer and Head of Reactor Development, with each of whom we have an employment agreement as mentioned above. 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 and Dr. Florent Heidet, 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. Amendment to Compensatory Arrangements of Certain Officers On June 3, 2025, the Compensation Committee of our Board approved certain amendments to the compensation arrangements for our executive officers, effective as of June 3, 2025. The compensation amendments for our executive officers were made to better align its compensation program with current market practices, based on an executive compensation benchmarking report provided by an independent consulting firm commissioned by us. The compensation amendments for our executive officers are shown in the table below: Name of Executive Officer New Annual Base Salary/ Compensation Jay Jiang Yu $ 650,000 James Walker $ 500,000 Jaisun Garcha $ 400,000 Florent Heidet $ 400,000 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. 76 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 March 13, 2025 March 13, 2025 300,000 - $ 28.32 March 13, 2035 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 March 13, 2025 March 13, 2025 300,000 - $ 28.32 March 13, 2035 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 March 13, 2025 March 13, 2025 150,000 - $ 28.32 March 13, 2035 Florent Heidet March 6, 2025 March 6, 2026 - 338,000 $ 28.32 March 6, 2035 Chief Technology Officer 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). The plans were otherwise substantially similar in their substance. The principal purposes of the 2023 Plans were 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. No awards have been granted under the 2023 Stock Option Plans or any other prior plan on or after the effective date of the 2025 Plan (defined below). The 2023 Stock Option Plans have been replaced by the 2025 Plan on February 28, 2025. 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 of directors (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. 77 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. 78 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. 2025 Equity Incentive Plan On February 28, 2025, the board approved the Nano Nuclear Energy Inc. 2025 Equity Incentive Plan (the “2025 Plan”), effective as of February 28, 2025. The 2025 Plan was approved by the shareholders on April 23, 2025, which replaced the 2023 Stock Option Plans. The following description of the principal terms of the 2025 Plan is a summary and is qualified in its entirety by their full text and all amendments thereto. Purpose The purpose of the 2025 Plan is to enhance our ability to attract, retain and motivate persons who make important contributions to us by providing these individuals with equity ownership opportunities and/or equity-linked compensatory opportunities. Equity awards and equity-linked compensatory opportunities are intended to assist in further aligning the interests of directors, employees, and consultants with those of our stockholders. Eligibility The Administrator (as defined below) may grant awards to any director, employee or consultant of the Company or its subsidiaries. Only employees are eligible to receive incentive stock options. As of the date of this Report, approximately 67 individuals will be eligible to participate in the 2025 Plan, which includes approximately 4 non-employee directors, 37 full-time employees, and 26 consultants. Administration The 2025 Plan will be administered by the board or one or more committees or subcommittees of the board, which will be comprised, unless otherwise determined by the board, solely of not less than two members who will be non-employee directors (a “Committee”), or any officer that has been delegated administrative authority pursuant to the 2025 Plan for the duration such delegation is in effect (collectively, the “Administrator”). The Administrator, which initially will be the Compensation Committee of our board of directors, will have full power to (i) designate participants; (ii) determine the type or types of awards to be granted to a participant; (iii) determine the number of shares to be covered by, or with respect to which payments, rights, or other matters are to be calculated in connection with, awards; (iv) determine the terms and conditions of any award; (v) determine whether, to what extent, and under what circumstances awards may be settled or exercised in cash, shares, other securities, other awards or other property, or canceled, forfeited, or suspended, and the method or methods by which awards may be settled, exercised, canceled, forfeited, or suspended; (vi) determine whether, to what extent, and under what circumstances the delivery of cash, shares, other securities, other awards or other property and other amounts payable with respect to an award shall be made; (vii) interpret, administer, reconcile any inconsistency in, settle any controversy regarding, correct any defect in and/or complete any omission in the 2025 Plan and any instrument or agreement relating to, or award granted under, the 2025 Plan; (viii) establish, amend, suspend, or waive any rules and regulations and appoint such agents as the administrator shall deem appropriate for the proper administration of the 2025 Plan; (ix) accelerate the vesting or exercisability of, payment for or lapse of restrictions on, awards; (x) to reprice existing awards or to grant awards in connection with or in consideration of the cancellation of an outstanding award with a higher price; and (xi) make any other determination and take any other action that the administrator deems necessary or desirable for the administration of the 2025 Plan. Share Reserve The maximum aggregate number of shares of Common Stock that may be issued under the 2025 Plan is the sum of (A) 4,750,000, plus (B) any shares that are available under the 2023 Stock Option Plans as of the effective date of the 2025 Plan, plus (C) an increase commencing on January 1, 2026, and continuing annually on each anniversary thereof through and including January 1, 2035, equal to the lesser of (i) 5% of the shares of Common Stock outstanding on the last day of the immediately preceding calendar year and (ii) such smaller number of shares of Common Stock as determined by the board or the Committee. 79 10,000,000 shares of Common Stock may be issued upon the exercise of incentive stock options. Shares issuable under the 2025 Plan may be authorized, but unissued, or reacquired. Shares underlying any awards under the 2025 Plan that are settled in cash, forfeited, canceled, repurchased, held back upon exercise of an option or settlement of an award to cover the exercise price or tax withholding satisfied without the issuance of stock or otherwise terminated (other than by exercise) will be added back to the Shares available for issuance under the 2025 Plan, although shares shall not again become available for issuance as incentive stock options. Additionally, shares of Common Stock issued as “substitute awards” (as defined in the 2025 Plan) will not count against the 2025 Plan’s share limit, except substitute awards that are incentive stock options will count against the incentive stock option limit. The share reserve described herein may be subject to certain adjustments in the event of certain changes in the capitalization of the Company (see Equitable Adjustments below). Annual Limitation on Awards to Non-Employee Directors The 2025 Plan contains a limitation whereby the value of all awards under the 2025 Plan and all other cash compensation paid by the Company to any non-employee director may not exceed $750,000 for the first calendar year a non-employee director is initially appointed to the board, and $500,000 in any other calendar year. Types of Awards The 2025 Plan provides for the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards, dividend equivalent awards, and other stock- or cash-based awards (collectively, “awards”). Stock Options . The 2025 Plan permits the granting of both options intended to qualify as incentive stock options under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”) and options that do not so qualify. Options granted under the 2025 Plan will be nonqualified options if they fail to qualify as incentive stock options or exceed the annual limit on incentive stock options. Incentive stock options may only be granted to employees of the Company and its subsidiaries. Nonqualified options may be granted to any persons eligible to receive awards under the 2025 Plan. The exercise price of each option will be determined by the Administrator, but such exercise price may not be less than 100% of the fair market value of one share of Common Stock on the date of grant or, in the case of an incentive stock option granted to a 10% or greater stockholder, 110% of such share’s fair market value. The term of each option will be set by the Administrator and may not exceed ten (10) years from the date of grant (or five (5) years for an incentive stock option granted to a 10% or greater stockholder). The Administrator will determine at what time or times each option may be exercised, including the ability to accelerate the vesting of such options. Upon exercise of an option, the exercise price must be paid in full either in cash, check or, with approval of the Administrator, by surrender of other shares of Common Stock that meet the conditions established by the Administrator to avoid adverse accounting consequences to the Company, by broker-assisted cashless exercise, by delivery of a notice of “net exercise” to the Company, such other consideration and method of payment to the extent permitted by applicable law, or any combination of the foregoing methods of payment. Stock Appreciation Rights . The Administrator may award stock appreciation rights subject to such conditions and restrictions as it may determine. Stock appreciation rights entitle the recipient to shares of Common Stock or cash, equal to the value of the appreciation in the Company’s stock price over the exercise price, as set by the Administrator and which will be at least equal to the fair market value of a share of Common Stock on the grant date. The term of each stock appreciation right will be set by the Administrator and may not exceed ten years from the date of grant. The Administrator will determine at what time or times each stock appreciation right may be exercised, including the ability to accelerate the vesting of such stock appreciation rights. Restricted Stock . A restricted stock award is an award of shares of Common Stock that vest in accordance with the terms and conditions established by the Administrator. The Administrator will determine the persons to whom grants of restricted stock awards are made, the number of restricted shares to be awarded, the price (if any) to be paid for the restricted shares, the time or times within which awards of restricted stock may be subject to forfeiture, the vesting schedule and rights to acceleration thereof, and all other terms and conditions of restricted stock awards. Unless otherwise provided in the applicable award agreement, a participant generally will have the rights and privileges of a stockholder as to such restricted shares, including without limitation the right to vote such restricted shares and the right to receive cash dividends, if applicable. 80 Restricted Stock Units . Restricted stock units are the right to receive shares of Common Stock at a future date in accordance with the terms of such grant upon the attainment of certain conditions specified by the Administrator. Restrictions or conditions could include, but are not limited to, the attainment of performance goals, continuous service with the Company or its subsidiaries, the passage of time or other restrictions or conditions. The Administrator determines the persons to whom grants of restricted stock units are made, the number of restricted stock units to be awarded, the time or times within which awards of restricted stock units may be subject to forfeiture, the vesting schedule, and rights to acceleration thereof, and all other terms and conditions of the restricted stock unit awards. The value of the restricted stock units may be paid in Common Stock, cash, other securities, other property, or a combination of the foregoing, as determined by the Administrator. The holders of restricted stock units will have no voting rights. Prior to settlement or forfeiture, restricted stock units awarded under the 2025 Plan may, at the Administrator’s discretion, provide for a right to dividend equivalents. Performance Awards . The Administrator has the authority to grant stock options, stock appreciation rights, restricted stock, or restricted stock units as a performance award, which means that such awards vest at least in part upon the attainment of one or more specified performance criteria. For each performance period, the Administrator will have the sole authority to select the length of such performance period, the types of performance award to be granted, the performance criteria that will be used to establish the performance goals, and the level(s) of performance which shall result in a performance award being earned. At any time, the Administrator may adjust or modify the calculation of a performance goal for a performance period, to appropriately reflect any circumstance or event that occurs during a performance period and that in the Administrator’s sole discretion, warrants adjustment or modification. Depending on the type of performance award granted, the previously discussed terms and conditions will also apply to a performance award. Performance criteria for a performance award may be based on the attainment of specific levels of performance of the Company (and/or one or more subsidiaries, divisions, business segments or operational units, or any combination of the foregoing) and may include, without limitation, any of the following: (i) net earnings or net income (before or after taxes); (ii) basic or diluted earnings per share (before or after taxes); (iii) revenue or revenue growth (measured on a net or gross basis); (iv) gross profit or gross profit growth; (v) operating profit (before or after taxes); (vi) return measures (including, but not limited to, return on assets, capital, invested capital, equity, or sales); (vii) cash flow (including, but not limited to, operating cash flow, free cash flow, net cash provided by operations and cash flow return on capital); (viii) financing and other capital raising transactions (including, but not limited to, sales of the Company’s equity or debt securities); (ix) earnings before or after taxes, interest, depreciation and/or amortization; (x) gross or operating margins; (xi) productivity ratios; (xii) share price (including, but not limited to, growth measures and total shareholder return); (xiii) expense targets; (xiv) margins; (xv) productivity and operating efficiencies; (xvi) customer satisfaction; (xvii) customer growth; (xviii) working capital targets; (xix) measures of economic value added; (xx) inventory control; (xxi) enterprise value; (xxii) sales; (xxiii) debt levels and net debt; (xxiv) combined ratio; (xxv) timely launch of new facilities; (xxvi) client retention; (xxvii) employee retention; (xxviii) timely completion of new product rollouts; (xxix) cost targets; (xxx) reductions and savings; (xxxi) productivity and efficiencies; (xxxii) strategic partnerships or transactions; and (xxxiii) personal targets, goals or completion of projects. Any one or more of the performance criteria may be used on an absolute or relative basis to measure the performance of the Company and/or one or more subsidiaries as a whole or any business unit(s) of the Company and/or one or more subsidiaries or any combination thereof, or any of the above performance criteria may be compared to the performance of a selected group of comparison or peer companies, or a published or special index that the Administrator deems appropriate, or as compared to various stock market indices. Dividend Equivalents . An award of dividend equivalents entitles the holder to be credited with an amount equal to all dividends paid on one share of Common Stock while the holder’s tandem award is outstanding. Dividend equivalents may be paid currently or credited to an account for the participant, settled in cash or Common Stock, and subject to the same restriction on transferability and forfeitability as the award with respect to which the dividend equivalents are granted. Other Stock- or Cash-Based Awards . Other stock-based awards may be granted either alone, in addition to, or in tandem with, other awards granted under the 2025 Plan and/or cash awards made outside of the 2025 Plan. The Administrator shall have authority to determine the service providers to whom and the time or times at which other stock-based awards shall be made, the amount of such other stock-based awards, and all other conditions of the other stock-based awards, including any dividend and/or voting rights. The Administrator may grant cash awards in such amounts and subject to such performance or other vesting criteria and terms and conditions as the Administrator may determine. 81 Repricing Notwithstanding anything to the contrary in the 2025 Plan, unless a repricing is approved by shareholders, in no case may the Administrator (i) amend an outstanding option or stock appreciation right to reduce the exercise price of the award, (ii) cancel, exchange, or surrender an outstanding option or stock appreciation right in exchange for cash or other awards for the purpose of repricing the award, or (iii) cancel, exchange, or surrender an outstanding option or stock appreciation right in exchange for an option or stock appreciation right with an exercise price that is less than the exercise price of the original award. Tax Withholding Participants in the 2025 Plan are responsible for the payment of any federal, state, or local taxes that the Company or its subsidiaries are required by law to withhold upon the exercise of options or stock appreciation rights or vesting of other awards. Without limitation, the Administrator may, in its sole discretion, permit a participant to satisfy, in whole or in part, the foregoing withholding liability by (A) the delivery of shares of Common Stock (which are not subject to any pledge or other security interest) owned by the participant having a fair market value equal to such withholding liability, (B) having the Company withhold from the number of shares of Common Stock otherwise issuable or deliverable pursuant to the exercise or settlement of the award a number of shares of Common Stock with a fair market value equal to such withholding liability, (C) deducting an amount sufficient to satisfy such withholding obligation from any payment of any kind otherwise due to a participant, (D) accepting a payment from the participant in cash, by wire transfer of immediately available funds, or by check made payable to the order of the Company, or (E) if there is a public market for the shares of Common Stock at the time the withholding obligation for a tax obligation is to be satisfied, selling shares issued pursuant to the award creating the withholding obligation. The amount withheld pursuant to any of the foregoing payment forms will be determined by the Company and may be up to (but not in excess of) the aggregate amount of such obligations based on the maximum statutory withholding rates in the participant’s jurisdiction for all tax obligations that are applicable to such taxable income. Equitable Adjustments In the event of a merger, consolidation, recapitalization, stock split, reverse stock split, reorganization, split-up, spin-off, combination, repurchase or other change in corporate structure affecting the Common Stock, the Administrator will adjust (i) the number and class of shares which may be delivered under the 2025 Plan (or number and kind of other securities or other property); (ii) the number, class and price (including the exercise or strike price of options and stock appreciation rights) of shares of Common Stock subject to outstanding awards, (iii) any applicable performance criteria, performance period, and other terms and conditions of outstanding performance awards, and (iv) the 2025 Plan’s numerical limits. Change in Control In the event of a change in control (as defined in the 2025 Plan), each outstanding award shall be assumed or an equivalent award substituted by the acquiring or successor corporation or a parent of the acquiring or successor corporation. Unless determined otherwise by the Administrator, if a successor refuses to assume or substitute for the award, (A) the participant will fully vest in and have the right to exercise the award, (B) all applicable restrictions will lapse, and (C) all performance objectives and other vesting criteria will be deemed achieved at targeted levels. Transferability of Awards Unless determined otherwise by the Administrator, an award may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner, except to a participant’s estate or legal representative, and may be exercised, during the lifetime of the participant, only by the participant. Term The 2025 Plan became effective on February 28, 2025, the date it was adopted by our board, and, unless terminated earlier, the 2025 Plan will continue in effect for a term of ten (10) years. 82 Amendment and Termination Our board may amend, alter, suspend or terminate the 2025 Plan at any time. No amendment or termination of the 2025 Plan will materially impair the rights of any participant, unless mutually agreed otherwise between the participant and the 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 the 2025 Plan and (ii) to change the persons or class of persons eligible to receive awards under the 2025 Plan. Recoupment Policy All awards granted under the 2025 Plan, all amounts paid under the 2025 Plan, and all shares of Common Stock issued under the 2025 Plan shall be subject to reduction, recoupment, clawback, or recovery by the Company in accordance with applicable laws and with Company policy. 2025 Plan RSU Agreements to Executive Officers We enter into RSU award agreements (or the 2025 RSU Award Agreements) pursuant to the 2025 Plan with our executive officers under similar terms from time to time. Under the 2025 RSU Award Agreements, each applicable executive officer is granted certain number of restricted stock units under the 2025 Plan at certain fair value at each grant date. On June 3, 2025, the compensation committee of our board approved certain RSU grants to our executive officers, effective as of June 3, 2025. Restricted Stock Unit (“RSU”) Grant Name of Executive Officer Value of Award (US$) Number of RSUs Fair Value per RSU on the Grant Date Grant Date Vesting Schedule Jay Jiang Yu $ 4,018,086 137,700 $ 29.18 June 3, 2025 One third (1/3) on each of James Walker $ 2,511,348 86,064 $ 29.18 June 3, 2025 the first, second and Jaisun Garcha $ 1,507,001 51,645 $ 29.18 June 3, 2025 third anniversary Dr. Florent Heidet $ 804,055 27,555 $ 29.18 June 3, 2025 of Grant Date On November 13, 2025, the compensation committee of our board approved certain additional RSU grants to our executive officers, effective as of November 13, 2025. Restricted Stock Unit (“RSU”) Grant Name of Executive Officer Value of Award (US$) Number of RSUs Fair Value per RSU on the Grant Date Grant Date Vesting Schedule Jay Jiang Yu $ 6,200,059 183,978 $ 33.70 November 13, 2025 One third (1/3) on each of James Walker $ 3,000,041 89,022 $ 33.70 November 13, 2025 the first, second and Jaisun Garcha $ 1,800,086 53,415 $ 33.70 November 13, 2025 third anniversary Dr. Florent Heidet $ 380,035 11,277 $ 33.70 November 13, 2025 of Grant Date The foregoing RSUs were awarded under and subject to the terms of the 2025 Plan. To memorialize the RSU grants, the Company entered into RSU Agreements with each of our executive officers. The RSU Agreements contain substantially similar terms and conditions, pursuant to which each executive officer was granted certain fixed amount of RSUs with certain applicable vesting schedules, subject to each officer’s continued service with us through each applicable vesting date. Any applicable fraction of an RSU that would otherwise be vested will be accumulated and will vest only when a whole RSU has accumulated. The shares of common stock underlying each officer’s RSUs have been registered under the Securities Act, but are subject to restriction given each officer’s status as an affiliate of the Company. 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. Amendment to Compensatory Arrangements of Certain Officers On June 3, 2025, the compensation committee of our board approved certain amendments to the compensation arrangements for our non-executive directors, effective as of June 3, 2025. Name of Independent Directors New Annual Cash Compensation Dr. Tsun Yee Law $ 50,000 Diane Hare $ 50,000 Dr. Kenny Yu $ 50,000 Dr. Seth Berl $ 50,000 83 Our executive directors will not receive compensation in their capacity as directors. The following table shows the compensation paid to our non-executive directors during the year ended September 30, 2025. Name and Principal Position Year Salary ($) Bonus ($) Option Awards ($) Stock Awards ($) Non-Equity Incentive Plan Compensation ($) All Other Compensation (1) ($) Total ($) Dr. Tsun Yee Law 2025 - - 100,724 100,029 - 50,000 250,753 Independent Director 2024 - - - - - 25,000 25,000 Diane Hare 2025 - - 100,724 100,029 - 50,000 250,753 Independent Director 2024 - - - - - 35,000 35,000 Dr. Kenny Yu 2025 - - 100,724 100,029 - 50,000 250,753 Independent Director 2024 - - - - - 35,000 35,000 Dr. Seth Berl 2025 - - - 437,700 - 50,000 487,700 Independent Director 2024 - - - - - - - (1) Consists of consulting fees or directors fees paid and accrued pursuant to their respective consulting agreements with us. The following table provides information regarding each stock options held by the named directors under the 2023 Stock Option Plans and the 2025 Plan as of the date of this Report. Grant Date Vesting Start date Number of securities underlying unexercised options vested (#) Number of securities underlying unexercised options unvested (#) Options exercise price ($) Option Expiration date Dr. Tsun Yee Law Independent Director February 10, 2023 February 10, 2023 30,000 - $ 1.50 February 10, 2026 March 13, 2025 March 13, 2025 5,000 - $ 28.32 March 13, 2035 Diane Hare Independent Director June 7, 2023 June 7, 2023 40,000 - $ 3.00 June 7, 2026 March 13, 2025 March 13, 2025 5,000 - $ 28.32 March 13, 2035 Dr. Kenny Yu Independent Director June 7, 2023 June 7, 2023 40,000 - $ 3.00 June 7, 2026 March 13, 2025 March 13, 2025 5,000 - $ 28.32 March 13, 2035 2025 Plan RSU Agreements to Non-Executive Directors We enter into 2025 RSU Award Agreements pursuant to the 2025 Plan with our non-executive directors under similar terms from time to time. Under the 2025 RSU Award Agreements, each applicable non-executive director is granted certain number of RSUs under the 2025 Plan at certain fair value at each grant date. On June 3, 2025, the compensation committee of our board approved certain RSU grants to our non-executive director, effective as of June 3, 2025. RSU Grant Name of Independent Directors Value of Award (US$) Number of RSU Fair Value per RSU on the Grant Date Grant Date Vesting Schedule Dr. Tsun Yee Law $ 100,029 3,428 $ 29.18 June 3, 2025 The first anniversary Diane Hare $ 100,029 3,428 $ 29.18 June 3, 2025 of Grant Date Dr. Kenny Yu $ 100,029 3,428 $ 29.18 June 3, 2025 Dr. Seth Berl $ 437,700 15,000 $ 29.18 June 3, 2025 50% vested on the last day of the six months from Grant Date; with the remaining 50% vested on the first anniversary of Grant Date On November 13, 2025, the compensation committee of our board approved certain additional RSU grants to our non-executive director, effective as of November 13, 2025. RSU Grant Name of Independent Directors Value of Award (US$) Number of RSU Fair Value per RSU on the Grant Date Grant Date Vesting Schedule Dr. Tsun Yee Law $ 100,022 2,968 $ 33.70 November 13, 2025 T he first anniversary of Diane Hare $ 100,022 2,968 $ 33.70 November 13, 2025 Grant Date Dr. Kenny Yu $ 100,022 2,968 $ 33.70 November 13, 2025 Dr. Seth Berl $ 100,022 2,968 $ 33.70 November 13, 2025 The foregoing RSUs were awarded under and subject to the terms of the 2025 Plan. To memorialize the RSU grants, the Company entered into RSU Agreements with each of its independent directors. The RSU Agreements contained substantially similar terms and conditions, pursuant to which each non-executive director was granted certain fixed amount of RSUs with certain applicable vesting schedules, subject to each non-executive director’s continued service with us through each applicable vesting date. Any applicable fraction of an RSU that would otherwise be vested will be accumulated and will vest only when a whole RSU has accumulated. The shares of common stock underlying each director’s RSUs have been registered under the Securities Act, but are subject to restriction given each director’s status as an independent director of the Company. 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, 2025 and 2024. 84 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 16, 2025, 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 50,474,294 shares of common stock outstanding as of December 16, 2025. 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 20.91 % Executive Officers, Directors and Director Nominees Jay Jiang Yu (3) 11,000,000 21.37 % James Walker (4) 1,300,000 2.53 % Jaisun Garcha (5) 590,000 1.16 % Dr. Florent Heidet — — Dr. Tsun Yee Law (6) 135,000 * Diane Hare (7) 45,000 * Dr. Kenny Yu (8) 60,000 * Dr. Seth Berl — — All directors and executive officers as a group (eight individuals) 13,137,500 25.54 % * 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 50,474,294 shares of common stock outstanding as of December 16, 2025. (3) Represents 10,000,000 shares of common stock held by I Financial Ventures Group LLC. (or I Financial), a Limited Liability company incorporated under the laws of Delaware and includes 700,000 shares of common stock issuable to I Financial upon the exercise of the vested options within 60 days of the date of this Report and 300,000 shares of common stock issuable to Jay Jiang Yu 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. (4) Represents 300,000 shares of common stock held by James Walker, our Chief Executive Officer and director, and includes 1,000,000 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 340,000 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 35,000 shares of common stock issuable upon the exercise of the vested options within 60 days of the date of this Report. (7) Includes 45,000 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 45,000 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. 85 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 $120,000 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.” 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 “ Item 2 - Properties. ” Share Issuances See “Item 5 - Recent Sales of Unregistered Securities.” Employment Arrangements with Senior Executives See “ Item 11 - Executive Compensation .” 86 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 $120,000 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, 2025 and 2024. Year Ended September 30, 2025 2024 Audit fees $ 420,980 $ 235,200 Audit-related fees $ - $ - Tax fees $ 23,150 $ 12,792 All other fees $ - $ - 87 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, quarterly reviews and review of the financial information included in our registration statements with the SEC for the years ended September 30, 2025 and 2024 totaled $420,980 and $235,200, 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, 2025 and 2024. Tax Fees Tax fees include professional services rendered in connection with tax compliance and preparation of tax returns. We paid Withum $23,150 and $12,792 for tax related fees for the fiscal years ended September 30, 2025 and 2024. 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, 2025 and 2024. 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). 88 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. 89 NANO NUCLEAR ENERGY INC. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firm (PCAOB ID 100 ) F-2 Consolidated Balance Sheets as of September 30, 2025 and 2024 F-3 Consolidated Statements of Operations for the Years Ended September 30, 2025 and 2024 F-4 Consolidated Statements of Stockholders’ Equity for the Years Ended September 30, 2025 and 2024 F-5 Consolidated Statements of Cash Flows for the Years Ended September 30, 2025 and 2024 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, 2025 and 2024, and the related consolidated statements of operations, stockholders’ equity and cash flows for the years ended September 30, 2025 and 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 consolidated financial position of the Company as of September 30, 2025 and 2024, and the consolidated results of its operations and its cash flows for the years ended September 30, 2025 and 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 18, 2025 PCAOB ID Number 100 F- 2 NANO NUCLEAR ENERGY INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS September 30, 2025 September 30, 2024 ASSETS Current assets: Cash and cash equivalents $ 203,265,052 $ 28,507,257 Accounts receivable, net 250,000 - Prepaid expenses 902,861 833,947 Deposits, current 250,000 - Total current assets 204,667,913 29,341,204 Deferred offering costs 300,000 - Deposits, non-current 269,235 235,235 Property, plant and equipment, net 9,783,777 1,689,607 Right-of-use assets 2,560,896 1,830,124 Long-term investments, related party 2,000,000 2,000,000 In-process research and development 9,075,045 - Total assets $ 228,656,866 $ 35,096,170 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable and accrued liabilities $ 1,314,596 $ 761,479 Due to related parties - 25,000 Lease liabilities, current 534,128 281,352 Contingent consideration 1,978,000 770,500 Total current liabilities 3,826,724 1,838,331 Lease liabilities, non-current 2,261,414 1,650,383 Total liabilities 6,088,138 3,488,714 Stockholders’ equity Preferred stock, $ 0.0001 par value; 25,000,000 authorized as of September 30, 2025 and September 30, 2024; none issued and outstanding as of September 30, 2025 and September 30, 2024 - - Common stock, $ 0.0001 par value; 275,000,000 authorized as of September 30, 2025 and September 30, 2024; 41,738,358 and 30,715,663 shares issued and outstanding as of September 30, 2025 and September 30, 2024, respectively 4,173 3,072 Additional paid-in capital 280,065,412 49,038,165 Accumulated deficit ( 57,500,857 ) ( 17,433,781 ) Total stockholders’ equity 222,568,728 31,607,456 Total liabilities and stockholders’ equity $ 228,656,866 $ 35,096,170 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, 2025 For the Year Ended September 30, 2024 Operating expenses General and administrative $ 29,562,520 $ 6,850,993 Research and development 15,446,513 3,725,565 Change in fair value of contingent consideration 1,207,500 ( 66,000 ) Loss from operations ( 46,216,533 ) ( 10,510,558 ) Other income 6,149,457 359,002 Net loss $ ( 40,067,076 ) $ ( 10,151,556 ) Net loss per share of common stock: Basic $ ( 1.06 ) $ ( 0.39 ) Diluted $ ( 1.06 ) $ ( 0.39 ) Weighted-average shares of common stock outstanding: Basic 37,910,547 26,222,442 Diluted 37,910,547 26,222,442 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, 2025 Common Additional Paid-in Accumulated Total Stockholders’ Shares Amount Capital Deficit Equity Balance as of September 30, 2024 - 30,715,663 $ 3,072 $ 49,038,165 $ ( 17,433,781 ) $ 31,607,456 - Common stock issuances 8,824,183 883 206,399,132 - 206,400,015 Offering costs - - ( 15,076,556 ) - ( 15,076,556 ) Exercise of warrants 1,254,512 123 18,476,051 - 18,476,174 Exercise of stock options 944,000 95 2,404,405 - 2,404,500 Equity-based compensation - - 18,824,215 - 18,824,215 Net loss - - ( 40,067,076 ) ( 40,067,076 ) - Balance as of September 30, 2025 - 41,738,358 $ 4,173 $ 280,065,412 $ ( 57,500,857 ) $ 222,568,728 For the Year Ended September 30, 2024 Shares Amount Shares Amount Additional Paid-in Capital Accumulated Deficit Total Stockholders’ Equity Mezzanine Equity Permanent Equity Shares Amount Shares Amount Additional Paid-in Capital Accumulated Deficit Total Stockholders’ Equity 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 Mezzanine 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 Balance - $ - 30,715,663 $ 3,072 $ 49,038,165 $ ( 17,433,781 ) $ 31,607,456 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, 2025 For the Year Ended September 30, 2024 OPERATING ACTIVITIES Net loss $ ( 40,067,076 ) $ ( 10,151,556 ) Adjustments to reconcile net loss to net cash used in operating activities: Equity-based compensation 18,824,215 320,257 Amortization of right-of-use assets 295,576 96,532 Depreciation 355,162 10,393 R&D acquisition paid-in equity - 786,500 Changes in fair value of contingent liability 1,207,500 - Change in assets and liabilities: Prepaid expenses ( 68,914 ) ( 628,090 ) Deposits ( 284,000 ) ( 235,235 ) Accounts receivable ( 250,000 ) - Accounts payable and accrued liabilities 553,115 571,474 Due to related parties ( 25,000 ) ( 10,000 ) Lease liabilities ( 162,541 ) 5,079 Contingent liability - 770,500 Net cash used in operating activities ( 19,621,963 ) ( 8,464,146 ) INVESTING ACTIVITIES In-process research and development ( 9,075,045 ) - Increase in long-term investments - ( 2,000,000 ) Additions to property, plant and equipment ( 8,449,332 ) ( 1,700,000 ) Net cash used in investing activities ( 17,524,377 ) ( 3,700,000 ) FINANCING ACTIVITIES Proceeds from common stock issuances 206,400,015 34,953,937 Offering costs ( 15,076,556 ) ( 3,554,829 ) Proceeds from exercise of warrants 18,476,176 1,275,500 Proceeds from exercise of stock options 2,404,500 1,044,000 Payment of deferred offering costs ( 300,000 ) - Net cash provided by financing activities 211,904,135 33,718,608 Net increase in cash 174,757,795 21,554,462 Cash and cash equivalents, beginning of year 28,507,257 6,952,795 Cash and cash equivalents, end of year $ 203,265,052 $ 28,507,257 Non-Cash Supplemental Disclosures Inception of Right-of-Use Asset / Lease Liability $ 1,026,348 $ 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 September 30, 2025 1. ORGANIZATION AND OPERATIONS AND BASIS OF PRESENTATION NANO Nuclear Energy Inc. (“NANO”, the “Company”, “we”, “us”, “our” and similar terminology) 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, simpler, and safer advanced portable clean energy solutions utilizing advanced proprietary reactor designs, intellectual property and research methods. The Company is principally focused on the following four business lines as part of its development strategy: ● Nuclear Reactor Business . The Company’s on-demand capable, advanced nuclear microreactors currently in development are (i) the fixed installation KRONOS MMR™ Energy System , (ii) ZEUS ™, a portable modular solid core battery reactor, and (iii) the space focused, portable LOKI MMR™ . The KRONOS MMR ™ reactor targets new markets beyond those targeted by the Company’s smaller microreactors, which are designed for more remote locations, such as island and remote communities, remote industry such as mining projects or oil and gas. The KRONOS MMR ™ reactor will target larger population centers, industrial heat for larger industries, data and artificial intelligence centers for the tech industry, and LOKI MMR ™ will target extra-terrestrial applications. The ZEUS™ microreactor has moved from the design stage to physical test work stages, with materials testing, irradiation testing, and initial rig construction currently underway, to ensure the accuracy of the Company’s modelled reactor and to optimize the dimensions and composition of the system. In March 2025, the Company announced that it had assembled the first reactor core hardware of the ZEUS™ microreactor for initial non-nuclear testing. The Company envisions readily replaceable microreactors 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; remote habitation, and space exploration. The KRONOS™ and LOKI™ designs and related intellectual property and other assets were acquired on January 10, 2025 (see Note 9 for further information). Through its subsidiary, Nano Nuclear Space Inc., the Company is seeking to explore the potential commercial applications of developing micronuclear reactor technology in space. ● Fuel Processing Business . Through its subsidiary, HALEU Energy Fuel Inc., and in coordination with the Department of Energy (“DOE”), the Company is also seeking to develop a domestic low-enriched uranium (LEU) and high-assay low-enriched uranium (HALEU) fuel supply chain to supply fuel not only for its own reactors but also to the broader advanced nuclear reactor industry. In December 2024, the Company announced that LIS Technologies Inc., a related party through common ownership and management (“LIST”) (see Note 8), and the Company were selected by the DOE to participate as one of six contract awardees in the DOE’s Low-Enriched Uranium (LEU) Enrichment Acquisition Program (“LEU Acquisition Program”). Under the contract awarded to LIST, LIST was selected as the prime contractor, with the Company as the key subcontractor bringing the Company’s technical and regulatory expertise in advanced nuclear solutions to the collaboration (see Note 8 for further information). ● Fuel Transportation Business . 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. The Company is also examining strategic acquisitions within the nuclear transportation industry to provide the Company with the in-house capability to move its own materials and reactors, although as of the date of these consolidated financial statements, the Company has not entered into any definitive agreements with any third party for such acquisitions. ● Nuclear Consultation Services. The Company also plans on providing nuclear service support and consultation services for the expanding and resurgent nuclear energy industry, both domestically and internationally. We are currently evaluating strategic acquisitions or collaborations to expand our business operations and formally establish our consulting services, and have commenced several material discussions with potential targets for such acquisitions or collaborations, but as of the date of these consolidated financial statements, we have not entered into any definitive agreements for such acquisitions or collaborations. In combination with our intention to acquire existing revenue generating consultancy businesses, we are focusing on building our own internal nuclear consultation business in coordination with certain outside academic institutions, which we anticipate would require approximately $ 2 million over the next twelve months to recruit additional staff and build corresponding infrastructure to be capable of providing these 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., Nano Nuclear Space Inc., KRONOS MMR Inc., and LOKI MMR Inc. Each of these 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, 2025, the Company had working capital of $ 200,841,189 and accumulated deficit of $ 57,500,857 . For the year ended September 30, 2025, the Company had net loss of $ 40,067,076 , and negative cash flows from operations of $ 19,621,963 . 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 . 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, loans, 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 become 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. During the year ended September 30, 2025, the Company received approximately $ 18.5 million from exercises of warrants, $ 2.4 million from exercises of stock options, and net proceeds of approximately $ 191 million from the Company’s October 2024 Follow-on Offering (as defined in Note 4 below), its November 2024 Private Placement offering (as defined in Note 4), and its May 2025 Private Placement Offering (as defined in Note 4). 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 in the future. After September 30, 2025, the Company completed a private placement offering generating gross proceeds of approximately $ 400 million. See Note 11 for further information. F- 7 NANO NUCLEAR ENERGY INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS September 30, 2025 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 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 U.S. 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, right of use assets and lease liabilities, 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 consolidated 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 September 30, 2025 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, 2025 and 2024. 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. Accounts Receivable Accounts receivable include commercial accounts receivable associated with other income corresponding to consulting services provided by the Company. Accounts receivable are presented net of allowance for credit losses. Management estimates an allowance for credit losses by evaluating client-specific conditions, including adverse situations that may affect a client’s ability to pay, as well as both microeconomic and macroeconomic factors. 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. In-process Research and Development In-process research and development (“IPR&D”) represents incomplete research and development projects that had not reached technological feasibility as of their acquisition date in 2025. Due to the nature of IPR&D, the expected life is indefinite, and it will be evaluated periodically for attainment of technological feasibility or impairment. Technological feasibility is established when an enterprise has completed all planning, designing, coding and testing activities that are necessary to establish that a product can be produced to meet its design specifications including functions, features and technical performance requirements. IPR&D is amortized over its estimated useful life once technological feasibility is reached. As the Company has not yet completed all designing, coding and testing activities, management has determined that technological feasibility has not yet been reached. Management has not identified any indicators that would suggest any impairment of the IPR&D. If IPR&D is determined not to have technological feasibility or is abandoned, it will be impaired or written off at such time. 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 Leasehold improvements are depreciated over the shorter of their estimated useful life or the remaining term of the associated lease. Leases The Company recognizes right-of-use 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, 2025, the Company had two long-term operating leases. As of September 30, 2024, the Company had one long-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. Warrant Instruments The Company accounts for warrants issued in connection with the private placement in accordance with the guidance contained in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 815, “Derivatives and Hedging”. Accordingly, the Company evaluated and classified the warrant instruments under equity treatment at their assigned values. 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, 2025 and 2024, the Company had investments in equity of $ 2.0 million, representing the Company’s equity investment in LIST (see Note 8). 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, 2025. No impairment was recorded during the years ended September 30, 2025 and 2024. 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 4 for further information. F- 9 NANO NUCLEAR ENERGY INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS September 30, 2025 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Equity-Based Compensation Equity-based compensation for employees and non-employees is measured using a fair value-based method for all equity-based awards. The Company recognizes equity-based compensation costs on a straight-line basis over the requisite service period of the award, which is generally the option vesting term. Vesting terms vary based on the individual grant terms. The Company estimates the fair value of an equity-based award using a closed option valuation (Black-Scholes) pricing model. Equity-based compensation is recorded as either a general and administrative expense or a research and development expense in the consolidated statements of operations. The Company has elected to account for forfeitures of stock-based awards as they occur. The Black-Scholes pricing model requires the input of certain assumptions that require the Company’s judgment, including the expected term and the expected stock price volatility of the underlying stock. The assumptions used in calculating the fair value of stock-based compensation represent management’s best estimates, but these estimates involve inherent uncertainties and the application of judgment. As a result, if factors change resulting in the use of different assumptions, stock-based compensation expense could be materially different in the future. The Company’s assumptions utilized in the Black-Scholes price model are as follows: (1) fair market value of stock price on date of grant; (2) the volatility of its underlying stock; which is estimated using an average of the historical volatility of a group of comparable publicly traded companies due to the Company’s lack of trading history; (3) expected dividend yield is zero as the Company does not anticipate paying any recurring cash dividends in the foreseeable future; (4) risk-free rate based on the United States Treasury yield curve in effect at the time of the grant; (5) expected term estimated based on the vesting and contractual term of the stock option grant. 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 $ 453,000 and $ 902,000 , respectively, for the years ended September 30, 2025 and 2024. Legal Contingencies The Company is presently involved in two stockholder-initiated legal proceedings. One of such proceedings was dismissed at the trial court level in April 2025 but remains subject to appeal. The other proceeding is currently subject to a motion to dismiss. Given the status of these legal proceedings, the Company cannot reasonably estimate at September 30, 2025 the amount of any potential financial loss or cost that could result from these 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 carryforwards, 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. On July 4, 2025, the U.S. federal government enacted tax legislation referred to as the One Big Beautiful Bill Act (“OBBBA”). The OBBBA, among other things, makes permanent 100% bonus depreciation for certain capital expenditures and immediate deduction for domestic research or experimental expenditures (R&D deduction). This legislation was effective for the Company’s consolidated financial statements for the year ended September 30, 2025, except for the R&D deduction which will be effective for the Company’s fiscal year 2026. The enactment of the OBBBA did not have a material impact on the Company’s consolidated financial statements for the year ended September 30, 2025. The Company is currently assessing the impact of the OBBBA on future periods. F- 10 NANO NUCLEAR ENERGY INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS September 30, 2025 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, 2025 and 2024, 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 earnings attributable to common shareholders is computed by dividing reported net income (loss) attributable to common shareholders by the weighted-average number of common shares outstanding during the reporting period. Diluted earnings per share attributable to common shareholders is computed by dividing reported net income (loss) attributable to common shareholders by the sum of the weighted-average number of common shares and the number of dilutive potential common share equivalents outstanding during the period. Potential dilutive common share equivalents consist of the incremental common shares issuable upon the exercise of share options, warrants, and RSUs and the incremental shares issuable upon conversion of similar instruments. In computing diluted earnings per share, common share equivalents are not considered in periods in which a net loss is reported, as the inclusion of the common share equivalents would be anti-dilutive. Shares which have been excluded from diluted per share amounts because their effect would have been anti-dilutive are as follows as of September 30: SCHEDULE OF SHARES EXCLUDED FROM DILUTED PER SHARE AMOUNT 2025 2024 Stock options 3,774,000 3,539,000 Warrants 3,127,319 817,864 Restricted share units 350,748 - Total shares excluded 7,252,067 4,356,864 Operating Segments For the years ended September 30, 2025 and 2024, the Company was managed as a single operating segment in accordance with the provisions in the 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 Chief Executive Officer 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 (“ASUs”) issued by the FASB. In November 2024, the FASB issued ASU 2024-03, “Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures” (“ASU 2024-03”). ASU 2024-03 requires disclosure in the notes to the financial statements of specified information about certain costs and expenses. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods within fiscal years beginning after December 15, 2027. ASU 2024-03 should be applied either prospectively to financial statements issued for reporting periods after the effective date of this ASU or retrospectively to any or all prior periods presented in the financial statements. The Company is currently evaluating the impact of ASU 2024-03 on its disclosures. There are no other accounting pronouncements which have been issued but are not yet effective that would have a material impact on the Company’s consolidated financial statements. In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740) – Improvements to Income Tax Disclosures” (“ASU 2023-09”). ASU 2023-09 requires that an entity, on an annual basis, disclose additional income tax information, primarily related to the rate reconciliation and income taxes paid. The amendment in the ASU is intended to enhance the transparency and decision usefulness of income tax disclosures. The ASU’s amendments are effective for annual periods beginning after December 15, 2024. The Company is currently evaluating the impact that adoption of ASU 2023-09 will have on its consolidated financial statements. 3. OTHER INCOME During the year ended September 30, 2025, the Company earned interest income of $ 5,565,457 on its cash and cash equivalents held at a financial institution, earned $ 250,000 from consulting services, earned $ 84,000 from a lease agreement (Note 8), and earned $ 250,000 as a non-refundable down payment for the proposed sale of its ODIN™ low-pressure coolant microreactor design and all associated intellectual property. 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. F- 11 NANO NUCLEAR ENERGY INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS September 30, 2025 4. 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 years presented. Holders of Common Stock are entitled to one vote per share. Issuance of Common Stock for Cash 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 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 September 30, 2025 4. 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. October 2024 Firm Commitment Public Offering On October 23, 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 October 2024 Follow-on Over-allotment Option for the October 2024 Follow-on Over-allotment Warrants (which option closed on October 25, 2024 for nominal consideration). On October 28, 2024, the lead underwriter exercised the October 2024 Follow-on Over-allotment Option in full with respect to the October 2024 Follow-on Over-allotment Shares, and on October 29, 2024, the closing of the purchase of the October 2024 Follow-on 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 . November 2024 Private Placement 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 (“PIPE Shares”) of Common Stock and (ii) warrants to purchase up to 2,500,002 shares of Common Stock (the “PIPE Warrants”). The November 2024 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 the PIPE Shares and associated PIPE Warrants at a combined purchase price of $ 24.00 per share. The PIPE 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 PIPE 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 PIPE Shares and the shares of Common Stock issuable upon exercise of the PIPE 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 Company initially filed a registration statement on Form S-1 covering the resale of these securities on January 14, 2025, which was declared effective by the SEC on January 24, 2025. 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 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. F- 13 NANO NUCLEAR ENERGY INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS September 30, 2025 4. EQUITY (Continued) May 2025 Private Placement On May 26, 2025, the Company, entered into a securities purchase agreement (the “May 2025 SPA”) with six accredited institutional investors (the “May 2025 Investors”), pursuant to which the Company agreed to offer and sell 3,888,889 shares (“May 2025 PIPE Shares”) of Common Stock of the Company in a private placement (the “May 2025 Private Placement”) for gross proceeds of $ 105,000,003 . Pursuant to the May 2025 SPA, the Company issued and sold the May 2025 PIPE Shares in the May 2025 Private Placement at a purchase price of $ 27.00 per share. The May 2025 Private Placement closed on May 28, 2025. After deducting the placement agent fees and estimated offering expenses payable by the Company, the Company received net proceeds of approximately $ 99 million. The Company intends 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. The May 2025 SPA includes standard representations, warranties and covenants of the Company and May 2025 Investors, including a restriction on future issuances of the Company’s 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 the Company’s May 2025 Resale Registration Statement (as defined below) required by the May 2025 Registration Rights Agreement (as defined below). Also on May 26, 2025, in connection with the May 2025 Private Placement, the Company entered into a registration rights agreement with the Investors (the “May 2025 Registration Rights Agreement”), pursuant to which the Company agreed to file a registration statement with the SEC covering the resale of the May 2025 PIPE Shares (the “May 2025 Resale Registration Statement”) 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 Filing Date (if it is subject to full review by the SEC). The May 2025 Investors are also entitled (subject to certain exceptions) to customary piggyback registration rights during the period in which the May 2025 Resale Registration Statement is effective. The Company initially filed the May 2025 Registration Rights Agreement covering the May 2025 PIPE Shares on June 9, 2025, which was declared effective by the SEC on June 18, 2025. Titan Partners Group LLC, a division of American Capital Partners, LLC, acted as placement agent for the Private Placement (the “May 2025 Placement Agent”) under a placement agency agreement with the Company (“May 2025 Placement Agency Agreement”), pursuant to which it received a cash fee equal to 5.0 % of the gross proceeds received by the Company in the Private Placement, and reimbursement of $ 150,000 in legal expenses. Subsequent to September 30, 2025, the Company completed an additional private placement offering. See Note 11 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; or (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- 14 NANO NUCLEAR ENERGY INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS September 30, 2025 4. 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 general and administrative expenses. Stock-Based Compensation Stock Options On February 10, 2023, and 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”). On April 23, 2025 (the “Effective Date”), the Company’s shareholders approved, and the Company adopted an equity incentive plan (the “2025 Equity Plan”) whereby a total of 4,750,000 shares plus 679,440 shares that were available for issuance under the 2023 Stock Option Plans as of the 2025 Equity Plan’s Effective Date were available for future awards under the 2025 Equity Plan. This amount may increase annually on January 1 each year beginning on January 1, 2026 to January 1, 2035, by an amount equal to the lesser of (i) 5% of the common shares outstanding on the last day of the immediately preceding calendar year and (ii) such smaller number of common shares as determined by the board of directors (the “Board”) or a committee of the Board. The common shares subject to the 2025 Equity Plan may be authorized, but unissued, or reacquired shares. On March 6, 2025, the Company issued 338,000 stock options exercisable at $ 26.97 per common share with expiry on March 6, 2035 , with approximately one-sixth of these options to be vested annually from 2026 to 2031 on March 6 th of each year. On March 13, 2025, the Company issued 765,000 fully vested stock options exercisable at $ 28.32 per common share with expiry on March 13, 2035 , 55,000 fully vested stock options exercisable at $ 28.32 per common share with expiry on March 13, 2030 , and 5,300 stock options exercisable at $ 28.32 with expiry on March 13, 2030 , to be fully vested on March 1, 2026. On June 3, 2025, the Company issued 6,000 stock options exercisable at $ 29.18 per common share with expiry on June 3, 2030 , to be fully vested on June 3, 2026. On June 11, 2025, the Company issued 15,000 fully vested stock options exercisable at $ 34.25 per common share with expiry on June 11, 2030 . The Company determined the fair value of the 1,184,300 aggregate options granted during the year ended September 30, 2025 using a Black-Scholes pricing model and the following key assumptions:.expected term of 2.50 - 6.00 years, volatility of 87.00 - 112.23 %, risk-free rate of 3.92 - 4.12 %, and 0 zero dividends. The weighted-average grant date fair value of stock options granted during the year ended September 30, 2025 was $ 20.06 per share. During the year ended September 30, 2025, total stock-based compensation for stock options expected to vest was $ 17,410,675 . There is $ 6,243,821 of remaining stock compensation expense to be recognized at September 30, 2025 corresponding to future vesting dates which will occur between 2026 and 2031 and will be recognized over a weighted average period of 3.17 years. 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 %). 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. Restricted Stock Units On June 3, 2025, the Company granted 350,748 restricted stock units (“RSUs”) to various consultants and key employees. The aggregate grant-date fair value of the RSUs was $ 10,234,827 or $ 29.18 per share based on the market price of our stock on the date of grant. The restricted stock units vests as follows: 302,964 RSUs vest one-third on the grant-date anniversary; 32,784 RSUs vest on the grant-date anniversary, and 15,000 vest 50 % on the six month anniversary of the grant-date with remaining vesting on the grant-date anniversary. During the year ended September 30, 2025, the Company recognized stock-based compensation for RSUs expected to vest of $ 1,418,313 . As of September 30, 2025, we have unrecognized compensation of $ 8,816,514 which will be recognized over a weighted-average period of 1.35 years. F- 15 NANO NUCLEAR ENERGY INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS September 30, 2025 4. EQUITY (Continued) Equity-Based Compensation (Continued) Stock-Based Compensation (Continued) Option Activity A summary of cumulative option activity under the 2023 Stock Option Plans and the 2025 Equity Plan is as follows: SCHEDULE OF CUMULATIVE OPTION ACTIVITY Options outstanding Number of shares Weighted- average exercise price per share Weighted- average contractual term (in years) Aggregate intrinsic value (in thousands) Outstanding – September 30, 2023 4,007,000 $ 2.23 2.54 $ 2,050 Options granted 125,000 3.00 2.71 — Options exercised ( 593,000 ) 1.76 — — Outstanding – September 30, 2024 3,539,000 $ 2.34 1.59 $ 42,720 Options granted 1,184,300 28.01 — Options forfeited ( 5,300 ) 28.32 — — Options exercised ( 944,000 ) 2.55 — — Outstanding – September 30, 2025 3,774,000 $ 10.31 3.25 $ 106,626 Exercisable at the end of period 3,430,000 $ 8.63 2.64 $ 102,652 Warrant Activity A summary of cumulative warrant activity is as follows: SCHEDULE OF CUMULATIVE WARRANT ACTIVITY Warrant Shares outstanding Weighted- average Weighted- average contractual Number of exercise price term shares per share (in years) Outstanding – September 30, 2023 - $ - - Warrants issued 881,639 17.48 5.00 Warrants exercised ( 63,775 ) 20.00 - Outstanding – September 30, 2024 817,864 $ 17.28 4.79 Warrants issued 3,717,648 23.05 5.00 Warrants exercised ( 1,408,193 ) $ 16.71 - Outstanding – September 30, 2025 3,127,319 $ 24.40 4.12 Restricted Stock Unit Activity A summary of cumulative restricted stock unit activity under the 2025 Equity Plan is as follows: SCHEDULE OF RESTRICTED STOCK UNIT ACTIVITY RSUs outstanding Number of shares Weighted- average grant date fair value per share Aggregate fair value (in thousands) Outstanding –September 30, 2024 — $ — $ — RSUs granted 350,748 29.18 10,235 Outstanding and unvested – September 30, 2025 350,748 $ 29.18 $ 10,235 F- 16 NANO NUCLEAR ENERGY INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS September 30, 2025 5. PROPERTY, PLANT AND EQUIPMENT SCHEDULE OF PROPERTY , PLANT AND EQUIPMENT September 30, 2025 September 30, 2024 Land, buildings and leasehold improvements Land, buildings and leasehold improvements Cost Beginning of year $ 1,700,000 $ - Additions – land 330,000 115,000 Additions – building 4,000,234 1,585,000 Additions – leasehold improvements 3,103,000 - Additions – construction in progress 1,016,098 - End of year 10,149,332 1,700,000 Accumulated depreciation Beginning of year ( 10,393 ) - Depreciation of building ( 133,975 ) ( 10,393 ) Depreciation of leasehold improvements ( 221,187 ) - End of year ( 365,555 ) ( 10,393 ) Total property, plant and equipment, net $ 9,783,777 $ 1,689,607 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 Branch. Depreciation was $ 94,351 and $ 10,393 for the years ended September 30, 2025 and 2024. In July 2025, the Company purchased a 2.75 -acre land package in Oak Brook, Illinois, for $ 3.5 million. The purchase included a 23,537 sq. ft. building to serve as a regional demonstration and office facility to support the development of the Company’s KRONOS MMR™ Microreactor Energy System. Depreciation was $ 39,625 and nil for the years ended September 30, 2025 and 2024. 6. RIGHT-OF-USE ASSETS AND LEASE LIABILITIES SCHEDULE OF RIGHT OF USE ASSET AND LEASE LIABILITIES September 30, 2025 September 30, 2024 Right-of-use assets Beginning of year $ 1,830,124 $ - Additions 1,026,348 1,926,656 Amortization ( 295,576 ) ( 96,532 ) End of year $ 2,560,896 $ 1,830,124 As of September 30, 2025, the Company had two long-term operating leases corresponding to (1) its corporate headquarters located at 10 Times Square, 30th Floor, New York, New York and (2) space being used as a technology demonstration facility in Westchester County, New York. Lease components in the Company’s long-term operating leases are accounted for following the guidance in ASC Topic 842, “Leases” (“ASC 842”), for the capitalization of long-term leases. At September 30, 2025, the lease liability was equal to the present value of the remaining lease payments, discounted using a borrowing rate based on similar debt. Balance sheet information related to the Company’s leases is presented below. SCHEDULE OF BALANCE SHEET INFORMATION Operating leases: September 30, 2025 September 30, 2024 Operating right-of-use assets $ 2,560,896 $ 1,830,124 Operating lease liabilities, current 534,128 281,352 Operating lease liabilities, long term 2,261,414 1,650,383 F- 17 NANO NUCLEAR ENERGY INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS September 30, 2025 6. RIGHT-OF-USE ASSETS AND LEASE LIABILITIES (Continued) The following provides details of the Company’s lease expense: SCHEDULE OF LEASE EXPENSE Lease cost: 2025 2024 Year Ended September 30, Lease cost: 2025 2024 Operating lease cost $ 595,174 $ 236,030 Other information related to leases is presented below. SCHEDULE OF OTHER INFORMATION RELATED TO LEASES measurement of lease liabilities: 2025 2024 Cash paid for amounts included in the Year Ended September 30, measurement of lease liabilities: 2025 2024 Operating cash outflows from operating leases $ 492,411 $ 134,420 September 30, 2025 Weighted-average discount rate – operating lease 11.6 % Weighted-average remaining lease term – operating lease (in years) 5.64 As of September 30, 2025, 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, 2026 $ 626,333 2027 641,992 2028 658,041 2029 674,493 Thereafter 1,142,669 Total future minimum lease payments, undiscounted 3,743,528 Less: Imputed interest for leases in excess of one year ( 947,986 ) Present value of future minimum lease payments 2,795,542 Less: Current portion of lease liabilities ( 534,128 ) Total lease liabilities, less current portion $ 2,261,414 F- 18 NANO NUCLEAR ENERGY INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS September 30, 2025 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 agreed to collaborate with the Company as a consultant on further development of the ALIP technology with a view toward 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 specific timetables. The Company anticipated that the completion of the SBIR Phase III project would occur, and therefore had calculated the contingent consideration at the closing price of NANO’s stock on the date of acquisition. The ALIP Acquisition was accounted for as an acquisition of in-process R&D that was 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 was comprised of the following: 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- 19 NANO NUCLEAR ENERGY INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS September 30, 2025 7. ACQUISITION OF ALIP TECHNOLOGY (Continued) On 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 . At September 30, 2025, the contingent cash and common shares obligation was revalued to its fair value of $ 1,978,000 based on the closing price of NANO’s stock on September 30, 2025, which resulted in a revaluation expense of $ 1,207,500 . 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 was anticipated to help fuel the development of its proprietary, patented advanced laser enrichment technology. Concurrently with our investment in LIST, we 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 became 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 officers and directors, including Jay Jiang Yu and Dr. Tsun Yee Law, also serve as officers and directors for LIST, and James Walker and Jaisun Garcha serve as consultants to LIST. The Company’s investment in LIST was unanimously approved by all of the Company’s disinterested independent directors. F- 20 NANO NUCLEAR ENERGY INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS September 30, 2025 9. USNC ASSET ACQUISITION On December 18, 2024, the Company entered into an asset purchase agreement (as amended, the “USNC Agreement”) with Ultra Safe Nuclear Corporation and certain of its subsidiaries (collectively, “USNC”) to acquire select nuclear energy technology assets (the “USNC Assets”) on an as-is, where-is basis, including USNC’s micro modular nuclear reactor business previously marketed as a MMR® Microreactor Energy System, which the Company has renamed “KRONOS MMR TM ” (“KRONOS Business”), and transportable fission power system technology business previously marketed as a Pylon Transportable Reactor Platform, which the Company has renamed “LOKI MMR TM ” (“LOKI Business”). The acquired assets included certain contracts, intellectual property rights, and a demonstration project, free and clear of any liens other than certain specified liabilities of USNC that were assumed, 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. 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 the Company. On January 10, 2025, we closed the acquisition (the “USNC Closing”) of the USNC Assets related to the KRONOS Business and the LOKI Business from USNC. The USNC Assets included (i) five contracts with third-party collaborators, (ii) 38 issued, pending or published patents, 16 registered, pending or published trademarks, and any other technology and intellectual property related to the acquired assets, (iii) rights related to a demonstration project related to the KRONOS MMR™ Energy System in the United States and (iv) the business records of the USNC Assets and related rights. We acquired these assets through two new wholly owned subsidiaries incorporated in Nevada. The USNC Assets also included certain Canadian assets relating to both the KRONOS MMR™ Energy System and certain Canadian intellectual property rights relating to the LOKI MMR™ (the “Canadian Assets”). The Canadian Assets include, among other assets, (i) three contracts with Canadian authorities, including a license application (the “Chalk River License Application”) with the Canadian Nuclear Safety Commission (“CNSC”) associated with a KRONOS MMRTM reactor demonstration project at Chalk River Laboratories located in Ontario, Canada (the “Chalk River Project”), (ii) the equity interests of a Canadian partnership that was believed at the time to hold the Chalk River License Application (the “Canadian Partnership”), and (iii) rights related to the Chalk River Project. The transfer of the Chalk River License Application and certain other of the Canadian Assets (such assets, the “Consent Assets”) required the consent of certain Canadian governmental entities, including the CNSC (the “Canadian Consents”). We established an escrow of $ 250,000 deposited at the closing securing the Canadian Consents. If the Canadian Consents were not received within 90 days after the closing, we had the right to terminate the acquisition of the Consent Assets, receive the return of $ 250,000 held in escrow and forfeit our rights to the Consent Assets. Our right to acquire the Consent Assets was established pursuant to an option arrangement with our Chairman and President and his affiliated entities as described below. On January 10, 2025, we acquired the USNC Assets free and clear of any liens other than certain specified liabilities of USNC that were assumed, for a total purchase price of $ 8.5 million in cash through an auction conducted pursuant to Section 363 of the U.S. Bankruptcy Code in connection with USNC’s pending Chapter 11 bankruptcy proceedings. On December 18, 2024, the United States Bankruptcy Court for the District of Delaware, the court overseeing USNC’s bankruptcy, approved the sale of the USNC Assets to us, including the Canadian Assets, which approval included our right to assign our purchase rights to the Consent Assets. We had a limited amount of time to conduct due diligence on the USNC Assets, particularly the Canadian Assets. Moreover, we were made aware at that time that certain Consent Assets (specifically the Canadian Partnership) could be encumbered by liabilities that could not be cleared through USNC’s U.S. bankruptcy process, thus creating a risk to us should we assume such liabilities. To enable our ability to continue diligence of the Consent Assets to ensure we acquired the correct assets and did not assume or become exposed to any unknown liabilities, on the closing date of the USNC Asset acquisition, we assigned our rights to acquire the Consent Assets to Jay Jiang Yu, our founder, President, Secretary and Treasurer, and Chairman of the Board, and certain existing Canadian entities owned or controlled by Mr. Yu (the “Yu Entities”). Accordingly, on January 10, 2025, we entered into an option agreement (“Yu Option Agreement”) with Mr. Yu and Yu Entities, pursuant to which we received an option back from Mr. Yu and the Yu Entities to acquire for nominal consideration, for a period of five years beginning with the receipt by the Yu Entities of the Consent Assets upon receiving the Canadian Consents, any or all of the equity interests of the Yu Entities or the Canadian Partnership, the other Consent Assets or the material assets and business of the Canadian Partnership. The assignment of the right to acquire the Consent Assets and the Yu Option Agreement were unanimously approved by our disinterested directors. Given the uncertainties regarding the Consent Assets at that time, we believe this option arrangement was the most efficient and cost-effective structure (particularly since the option was exercisable by us for only nominal consideration) for us to close the bankruptcy sale and secure the right to acquire Consent Assets, while also preserving our ability to progress the KRONOS project in Canada and facilitate the Canadian Consents. During 2025, we sought Canadian Consents for the Consent Assets (most notably, the Chalk River License Application). As part of our continuing due diligence, we learned that a USNC affiliate called Global First Power Ltd. (“GFPL”), and not the Canadian Partnership, was in fact the holder of the Chalk River License Application. Further, we were informed by the CNSC that the Chalk River License Application could not be transferred and that only GFPL itself could complete the Chalk River License Application and obtain the license for the Chalk River Project or, alternatively, we or our subsidiaries or designees would need to file a new application with the CNSC. Accordingly, we determined that the most efficient course of action for our company to continue the Chalk River Project would be for us to acquire GFPL itself and thereby acquire the Chalk River License Application. As a result, on August 14, 2025, The RPWI Liquidating Trust, a Delaware liquidating trust created pursuant to USNC’s plan of liquidation in bankruptcy, GFPL, our company and our subsidiary Kronos MMR Inc. entered into a Purchase Agreement (the “GFPL Purchase Agreement”) pursuant to which Kronos MMR agreed to purchase all of the equity interests of GFPL and any other assets of GFPL that are specified in the GFPL Purchase Agreement (including the rights to the Chalk River License Application), free and clear of all liens, claims, encumbrances and other interests. The purchase price for GFPL was our assumption of an approximately $ 0.65 million liability, which was the amount owed by GFPL to the CNSC for pre-petition bankruptcy claims, plus any other amounts payable to CNSC for the Chalk River License Application which first arise and relate to, or become due and payable in the ordinary course after the closing of such acquisition, plus a $ 15,000 expense reimbursement allowance. On September 2, 2025, the GFPL Purchase Agreement and the transactions contemplated thereby were approved by the Bankruptcy Court, and on October 16, 2025, such transaction was closed. We expect to pay the $ 0.65 million assumed liability using cash on hand in the near future. As a result of the foregoing, neither the Yu Entities nor our company formally acquired the Consent Assets, and given our subsequent due diligence and discussions with CNSC following our acquisition of the USNC Assets, we have determined that (i) our acquisition of GFPL provides us with all of the rights and assets we require from USNC to progress the Chalk River Project, (ii) the Consent Assets subject to the Yu Option Agreement are immaterial to our plans and need not be acquired, with the result that we expect to terminate the Yu Option Agreement and (iii) given that the Canadian Consents were not achieved on a timely basis, we intend to seek a return of the $ 250,000 escrow amount. F- 21 NANO NUCLEAR ENERGY INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS September 30, 2025 9. USNC ASSET ACQUISITION (Continued) The total consideration paid at closing for the USNC Assets was $ 8.5 million in cash. The Company accounted for the transaction as an asset acquisition under ASC 805-50, “Business Combinations – Asset Acquisition”, as the acquired set of assets did not meet the definition of a business. The fair value of the identifiable assets was determined using the Historical Transaction Method under the Market Approach. The fair value allocation of the consideration transferred is as follows: SCHEDULE OF ALLOCATION OF CONSIDERATION Total Cash consideration paid $ 8,500,000 Less: Value of Consent Assets (subject to Canadian Consents) held in escrow ( 250,000 ) Add: Assumed liabilities related to Designated Contracts (excluding Canadian Contracts) 825,045 Total Fair Value of Acquired IPR&D Assets $ 9,075,045 The fair value was attributed to IPR&D assets associated with both the KRONOS Business and the LOKI Business. The acquired IPR&D assets are considered an indefinite-lived intangible asset and will not be amortized until the underlying technologies are placed into service. The Company will test the assets for impairment annually, or more frequently if events or changes in circumstances indicate potential impairment. F- 22 NANO NUCLEAR ENERGY INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS September 30, 2025 10. INCOME TAXES The Company’s provision for income taxes for the years ended September 30, 2025 and 2024 was $ 0 and $ 0 , respectively. Reconciliation of the Company’s effective tax rate to statutory rates for the years ended September 30, 2025 and 2024 is as follows: SCHEDULE OF RECONCILIATION OF EFFECTIVE TAX RATE TO STATUTORY RATES Federal 21.00 % 21.00 % State 13.06 % 11.79 % Nondeductible expenses 10.92 % ( 0.27 )% Tax rate change 0.55 % 3.14 % Provision to return adjustments and other 8.77 % 0.83 % Change in valuation allowance ( 54.31 )% ( 36.49 )% Effective tax rate $ - $ - The Company’s deferred tax assets (liabilities) consist of the following as of September 30, 2025 and 2024: SCHEDULE OF DEFERRED TAX ASSETS (LIABILITIES) Deferred tax assets: Net operating loss carryforwards $ 18,296,092 3,987,674 Research and development expenses 3,712,574 885,849 Stock-based compensation 4,531,093 242,891 Depreciation and amortization 309,253 272,835 Operating lease liabilities 952,156 633,354 Contribution Carryovers 140,699 - Contingent consideration 673,703 252,622 Total deferred tax assets 28,615,570 6,275,225 Valuation allowance ( 27,434,239 ) ( 5,675,186 ) Net deferred tax assets 1,181,331 600,039 Deferred tax liabilities: Right-of-use assets ( 872,237 ) ( 600,039 ) IPR&D ( 309,094 ) - Net deferred tax liabilities ( 1,181,331 ) ( 600,039 ) Deferred tax assets (liabilities) $ - $ - As of September 30, 2025 and 2024, the Company had total net deferred tax assets of $ 27,434,239 and $ 5,675,186 , 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, 2025 and 2024 in the amount of $ 27,434,239 an $ 5,675,186 , 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, 2025 and 2024 was $ 21,759,053 and $ 3,704,016 , respectively. As of September 30, 2025, the Company subject to limitations, had approximately $ 48.6 million of federal net operating loss carryforwards for U.S. federal income tax purposes, $ 61.4 million in net operating loss carryforwards for state income tax purposes and $ 48.6 million of net operating loss carryforwards for city income tax purposes, to offset future taxable income which never expires but has annual limitations of 80 % of the Company’s taxable income. The utilization of the Company’s net operating losses are subject to a U.S. federal limitation due to the “change in ownership provisions” under Section 382 of the Internal Revenue Code and other similar limitations in various state jurisdictions. Such limitations may result in a reduction of the amount of net operating loss carryforwards in future years and possibly the expiration of certain net operating loss carryforwards before their utilization. F- 23 NANO NUCLEAR ENERGY INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS September 30, 2025 11. SUBSEQUENT EVENTS The Company has evaluated all events or transactions that occurred after September 30, 2025 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: Between October 1, 2025 and the date that the consolidated financial statements were issued, 41,450 warrants were exercised to purchase 20,725 Common Stock at an exercise price of $ 20.00 per share generating gross proceeds of approximately $ 415,000 , 238,888 warrants were exercised to purchase 119,444 Common Stock at an exercise price of $ 17.00 per share generating gross proceeds of approximately $ 2,030,000 , 105,000 stock options were exercised to purchase 105,000 common shares at an exercise price of $ 3.00 per share generating proceeds of approximately $ 105,000 , and 17,500 RSUs vested but have not been issued as of the date of this Report. On October 7, 2025, the Company, entered into a Securities Purchase Agreement (the “Purchase Agreement”) with six institutional investors (the “Investors”), pursuant to which the Company agreed to offer and sell 8,490,767 shares (“Shares”) of common stock of the Company, par value $ 0.0001 per share (the “Common Stock”), in a private placement (the “Private Placement”) for gross proceeds of approximately $ 400,000,000 . Pursuant to the Purchase Agreement, the Company issued and sold the Shares in the Private Placement at a purchase price of $ 47.11 per share. The Private Placement closed on October 10, 2025. After deducting the placement agent fees and estimated offering expenses payable by the Company, the Company received net proceeds of approximately $ 378,600,000 . The Company intends to use these net proceeds to advance development, construction and regulatory licensing activities for its lead micro nuclear reactor program, the KRONOS MMR ™ Energy System, continue development of its other micro reactor projects and other nuclear energy related business lines, pursue potential strategic acquisitions, and for general corporate purposes. Pursuant to the Purchase Agreement the Company included a resale prospectus in the next amendment to its registration statement on Form S-3 initially filed with the Securities and Exchange Commission (the “SEC”) on July 25, 2025 (File No.: 333-288982) covering the resale of the Shares (the “Resale Registration Statement”) which was amended and filed on October 22, 2025 (the date of filing, the “Filing Date”), and with the Resale Registration Statement to be effective within 30 days following the later of (i) the Filing Date, and (ii) the second business day after the date on which the United States Federal government shutdown has concluded and the Securities and Exchange Commission has reopened for operations, if it is not subject to review by the SEC. The Company will have an additional 30 days to cause the Resale Registration Statement to become effective, if it is subject to full review by the SEC. The Purchase Agreement includes standard representations, warranties and covenants of the Company and Investors, including a restriction on future issuances of the Company’s 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 the Resale Registration Statement. Titan Partners Group LLC, a division of American Capital Partners, LLC, acted as placement agent for the Private Placement (the “Placement Agent”) under a placement agency agreement with the Company (“Placement Agency Agreement”), pursuant to which it received a cash fee equal to 5.0 % of the gross proceeds received by the Company in the Private Placement, and reimbursement of $ 200,000 in legal expenses. F- 24 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. (17) 10.19 Amendment No.1 to Partnership Agreement, dated November 5, 2024, between the Registrant and LIS Technologies Inc.(17) 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 Registrant and the Investors (7) 10.22 Form of Registration Rights Agreement, dated November 24, 2024, between the Registrant and the Investors (7) 10.23 First Amendment to Asset Purchase Agreement, dated January 10, 2025 by and among the Registrant and Ultra Safe Nuclear Corporation and certain of its subsidiaries (9)^^ + 10.24 Option Agreement, dated as of January 10, 2025, by and among Yu, the Yu Entities and the Registrant (9)+ 10.25 Employment Agreement, dated March 6, 2025, by and between the Registrant and Dr. Florent Heidet (10) 10.26 Stock Option Agreement, dated March 6, 2025, by and between the Registrant and Dr. Florent Heidet (10) 10.27 Nano Nuclear Energy Inc. 2025 Equity Incentive Plan (11) 10.28 Form of Restricted Stock Unit Award Agreement (11) 10.29 Form of Securities Purchase Agreement, dated May 26, 2025, by and between the Registrant and the Investors (12) 10.30 Independent Director Agreement, dated June 1, 2025, by and between the Registrant and Dr. Seth Berl (13) 10.31 Sales Agreement, dated July 25, 2025, by and among the Registrant, TD Securities (USA) LLC, UBS Securities LLC and Piper Sandler & Co.^ (14) 10.32 Sponsored Research Agreement, dated April 8, 2022, by and between The Board of Trustees of The University of Illinois on behalf of The University of Illinois at Urbana-Champaign (UIUC) and Ultra Safe Nuclear Corporation (USNC)^^^ (14) 10.33 Amendment No. 1 to Sponsored Research Agreement dated January 9, 2023, by and between UIUC and USNC (14) 10.34 Amendment No. 2 to Sponsored Research Agreement dated March 29, 2025, by and between UIUC and the Registrant ^ (14) 10.35 Purchase Agreement, dated as of August 14, 2025, by and among the Liquidating Trust, GFPL, the Registrant and KRONOS MMR. (15) 10.36 Form of Securities Purchase Agreement, dated October 7, 2025, by and between the Registrant and the Investors (16) 14.1 Amended and Restated Code of Business Conduct and Ethics (adopted December 27, 2024) (17) 19.1 Amended and Restated Insider Trading Policy (adopted December 27, 2024) (17) 21.1 List of Subsidiaries* 23.1 Consent of WithumSmith+Brown, PC* 90 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. (9) Filed as an exhibit to the registrant’s Current Report on Form 8-K, filed with the SEC on January 14, 2025. (10) Filed as an exhibit to the registrant’s Current Report on Form 8-K, filed with the SEC on March 12, 2025. (11) Filed as Annex A to the Registrant’s Definitive Proxy Statement on Schedule 14A, filed with the SEC on February 28, 2025. (12) Filed as an exhibit to the registrant’s Current Report on Form 8-K, filed with the SEC on May 29, 2025. (13) Filed as an exhibit to the registrant’s Current Report on Form 8-K, filed with the SEC on June 5, 2025. (14) Filed as an exhibit to the registrant’s Registration on Form S-1 (File No. 333-288982), filed with the SEC on September 9, 2025. (15) Filed as an exhibit to the registrant’s Current Report on Form 8-K, filed with the SEC on August 20, 2025. (16) Filed as an exhibit to the registrant’s Current Report on Form 8-K, filed with the SEC on October 10, 2025. (17) Filed as an exhibit to the registrant’s Annual Report on Form 10-K for the fiscal year ended September 30, 2024, filed with the SEC on December 30, 2024. (18) Filed as an exhibit to the registrant’s Registration on Form S-1 (File No. 333- 284282), filed with the SEC on January 14, 2025. + 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. 91 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 18, 2025 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 18, 2025 Jay Jiang Yu /s/ James Walker Chief Executive Officer and Director December 18, 2025 James Walker /s/ Jaisun Garcha Chief Financial Officer and Secretary December 18, 2025 Jaisun Garcha (Principal Accounting Officer) /s/ Tsun Yee Law Independent Director December 18, 2025 Dr. Tsun Yee Law /s/ Diane Hare Independent Director December 18, 2025 Diane Hare /s/ Kenny Yu Independent Director December 18, 2025 Dr. Kenny Yu 92