Nano Nuclear Energy Inc. Signs Material Definitive Agreement
Ticker: NNE · Form: 8-K · Filed: Dec 26, 2024 · CIK: 1923891
Sentiment: neutral
Topics: material-agreement, disclosure
TL;DR
Nano Nuclear Energy Inc. signed a big deal on Dec 18th, details TBD.
AI Summary
Nano Nuclear Energy Inc. announced on December 26, 2024, that it entered into a material definitive agreement on December 18, 2024. The filing does not disclose the specific details of this agreement or any associated dollar amounts. The company is incorporated in Nevada and its principal executive offices are located at 10 Times Square, New York, NY.
Why It Matters
This filing indicates a significant new agreement for Nano Nuclear Energy Inc., which could impact its future operations and strategic direction.
Risk Assessment
Risk Level: medium — The lack of specific details about the material definitive agreement introduces uncertainty regarding its potential impact on the company.
Key Players & Entities
- Nano Nuclear Energy Inc. (company) — Registrant
- December 26, 2024 (date) — Date of Report
- December 18, 2024 (date) — Date of earliest event reported
- Nevada (jurisdiction) — State of incorporation
- 10 Times Square, 30th Floor New York, New York 10018 (address) — Principal executive offices
FAQ
What is the nature of the material definitive agreement entered into by Nano Nuclear Energy Inc.?
The filing states that Nano Nuclear Energy Inc. entered into a material definitive agreement on December 18, 2024, but does not provide specific details about its nature.
When was the material definitive agreement entered into?
The material definitive agreement was entered into on December 18, 2024.
What is the reporting date for this 8-K filing?
The date of the report is December 26, 2024.
Where are Nano Nuclear Energy Inc.'s principal executive offices located?
Nano Nuclear Energy Inc.'s principal executive offices are located at 10 Times Square, 30th Floor, New York, New York 10018.
In which state is Nano Nuclear Energy Inc. incorporated?
Nano Nuclear Energy Inc. is incorporated in Nevada.
Filing Stats: 1,176 words · 5 min read · ~4 pages · Grade level 14.1 · Accepted 2024-12-26 16:01:24
Key Financial Figures
- $0.0001 — ch registered Common Stock, par value $0.0001 per share NNE The Nasdaq Stock Mark
- $8,500,000 — action ") for a total purchase price of $8,500,000 in cash (the " Purchase Price "). Sel
- $3,560,000 — mpany delivered a total cash payment of $3,560,000 as a deposit towards the Purchase Price
- $850,000 — wards the Purchase Price, of which only $850,000 is subject to potential forfeiture in t
- $36,190,000 — ve of the $8,500,000 for the Assets, of $36,190,000. Item 9.01 Financial Statements and E
Filing Documents
- form8-k.htm (8-K) — 47KB
- ex10-1.htm (EX-10.1) — 279KB
- ex99-1.htm (EX-99.1) — 29KB
- ex99-1_001.jpg (GRAPHIC) — 135KB
- ex99-1_002.jpg (GRAPHIC) — 137KB
- ex99-1_003.jpg (GRAPHIC) — 504KB
- ex99-1_004.jpg (GRAPHIC) — 233KB
- ex99-1_005.jpg (GRAPHIC) — 380KB
- 0001493152-24-052094.txt ( ) — 2503KB
- nne-20241226.xsd (EX-101.SCH) — 3KB
- nne-20241226_lab.xml (EX-101.LAB) — 33KB
- nne-20241226_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): December 26, 2024 (December 18, 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 December 18, 2024, Nano Nuclear Energy Inc., a Nevada corporation (the " Company ") entered into an Asset Purchase Agreement (the " APA ") with Ultra Safe Nuclear Corporation, a Delaware corporation, Ultra Safe Nuclear Corporation – Technologies, a Washington corporation, USNC Holdings, LLC, a Washington limited liability company, Global First Power Limited, a Canadian corporation, and USNC-Power, Ltd., a British Columbia corporation (collectively, " Sellers "), pursuant to which, subject to the terms and conditions set forth in the APA, the Company agreed to acquire certain assets of Sellers on an as-is, where-is basis, relating to Sellers' micro modular nuclear reactor business marketed as a MMR Energy System, and transportable fission power system technology business marketed as a Pylon Transportable Reactor Platform, including certain contracts, intellectual property rights, demonstration projects and the equity interests of two non-U.S. entities (collectively, the " Assets "), free and clear of any liens other than certain specified liabilities of Sellers that are being assumed (collectively, the " Liabilities " and such acquisition of the Assets and assumption of the Liabilities together, the " Transaction ") for a total purchase price of $8,500,000 in cash (the " Purchase Price "). Sellers are debtors in a voluntary Chapter 11 case before the United States Bankruptcy Court for the District of Delaware (the " Bankruptcy Court "), which commenced on October 29, 2024. The Company participated in an auction conducted by Sellers on December 12, 2024 for the sale of Sellers' assets (the " Auction ") and was selected as the winning bidder with respect to the Assets. Prior to entering into the APA, in connection with the Auction, the Company delivered a total cash payment of $3,560,000 as a deposit towards the Purchase Price, of which only $850,000 is subject to potential forfeiture in the event of a termination of the APA for the Company's material breach. The APA contains customary representations, warranties and covenants of the parties for a transaction involving the acquisition of assets from a debtor in bankruptcy, including the condition that the Bankruptcy Court enter an order authorizing and approving the Transaction, which sale order was entered by the Bankruptcy Court on December 19, 2024. The APA contains certain termination rights for both the Company and Sellers, including the right to terminate the APA if the Transaction is not consummated by January 25, 2025. The Company currently expects the consummation of the Transaction to occur in the very near future. The foregoing summary of the APA is not complete and is qualified in its entirety by reference to the full text of the APA, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference. The representations,