Nano Nuclear Energy Inc. Files 8-K: Material Agreement & Equity Sales

TL;DR

Nano Nuclear Energy Inc. signed a big deal and sold some stock.

AI Summary

Nano Nuclear Energy Inc. announced on November 27, 2024, that it entered into a material definitive agreement on November 24, 2024. The company also reported on unregistered sales of equity securities and other events, including financial statements and exhibits.

Why It Matters

This filing indicates significant corporate activity for Nano Nuclear Energy Inc., including a new material agreement and potential equity transactions, which could impact its financial structure and future operations.

Risk Assessment

Risk Level: medium — The filing details a material definitive agreement and unregistered sales of equity, which can introduce financial and operational risks.

Key Players & Entities

• Nano Nuclear Energy Inc. (company) — Registrant
• November 27, 2024 (date) — Date of Report
• November 24, 2024 (date) — Date of earliest event reported
• 10 Times Square, 30th Floor New York, New York 10018 (location) — Principal executive offices address

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share NNE The Nasdaq Stock Mark
• $60,000,048 — greed to offer and sell an aggregate of $60,000,048 of securities of the Company in a priva
• $55,122,000 — o receive net proceeds of approximately $55,122,000. The Company intends to use these net p
• $24.00 — n Stock at a combined purchase price of $24.00 per share. The associated Warrants have
• $26.00 — five (5) year with an exercise price of $26.00 per share and will be exercisable immed
• $175,000 — e Placement, and reimbursement of up to $175,000 in legal expenses. The foregoing summ

Filing Documents

• form8-k.htm (8-K) — 49KB
• ex4-1.htm (EX-4.1) — 115KB
• ex10-1.htm (EX-10.1) — 270KB
• ex10-2.htm (EX-10.2) — 181KB
• ex99-1.htm (EX-99.1) — 21KB
• ex99-1_001.jpg (GRAPHIC) — 37KB
• 0001493152-24-048054.txt ( ) — 1014KB
• nne-20241127.xsd (EX-101.SCH) — 3KB
• nne-20241127_def.xml (EX-101.DEF) — 29KB
• nne-20241127_lab.xml (EX-101.LAB) — 33KB
• nne-20241127_pre.xml (EX-101.PRE) — 24KB
• form8-k_htm.xml (XML) — 4KB

From the Filing

UNITED SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 27, 2024 (November 24, 2024) Nano Nuclear Energy Inc. (Exact name of registrant as specified in its charter) Nevada 001-42044 88-0861977 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 10 Times Square , 30th Floor New York , New York 10018 (Address of principal executive offices, including zip code) Registrant's telephone number, including area code: (212) 634-9206 Not Applicable (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, par value $0.0001 per share NNE The Nasdaq Stock Market LLC Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter). Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Item 1.01 Entry Into a Material Definitive Agreement. On November 24, 2024, Nano Nuclear Energy Inc., a Nevada corporation (the " Company "), entered into a Securities Purchase Agreement (the " Purchase Agreement ") 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 " Private Placement "), consisting of (i) 2,500,002 shares (" Shares ") of common stock of the Company, par value $0.0001 per share (the " Common Stock ") and (ii) warrants to purchase up to 2,500,002 shares of Common Stock (the " Warrants "). The Private Placement closed on November 27, 2024. After deducting the placement agent fees and estimated offering expenses payable by the Company, the Company expects to receive 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 Purchase Agreement, the Company issued and sold in the Private Placement 2,500,002 Shares and associated Warrants to purchase up to an aggregate of 2,500,002 shares of Common Stock at a combined purchase price of $24.00 per share. The associated Warrants have a term of five (5) year with an exercise price of $26.00 per share and will be exercisable immediately upon issuance of the Warrants. The Purchase Agreement includes standard representations, warranties and covenants of the Company and Investors, including certain restrictions on future issuances of the Company's capital stock. On November 24, 2024, in connection with the Private Placement, the Company entered into a registration rights agreement with the Investors (the " Registration Rights Agreement "), pursuant to which the Company agreed to file a registration statement with the Securities and Exchange Commission (the " SEC ") covering the resale of the Shares and the shares of Common Stock issuable upon exercise of the Warrants by no later than January 15, 2025 (the date of filing, the " Filing Date "), with such registration statement to be effective within 30 days of the Filing Date (if such registration statement is not subject to review by the SEC), or within 60 days after the Filing Date (if such registration statement is subject to limited or full review by the SEC). The Investors are also entitled (subject to certain exceptions) to customary piggyback registration rights during the period in which the registration statement is effective. The Company is subject to customary requirements to pay liquidated damages to the Investors in the event it does not meet certain filing and effectiveness deadlines set forth in the Registration Rights Agreement in an amount equal to 1% of such Purchaser's subscription amount, plus interest

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View this 8-K filing on SEC EDGAR