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 October 10, 2025, that it entered into a material definitive agreement on October 7, 2025. The company also reported on unregistered sales of equity securities and other events. The filing includes financial statements and exhibits.

Why It Matters

This 8-K filing indicates significant corporate activity, including a new material agreement and potential equity transactions, which could impact the company's 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 Numbers

• 001-42044 — SEC File Number (Identifies the company's filing with the SEC.)

Key Players & Entities

• Nano Nuclear Energy Inc. (company) — Registrant
• October 10, 2025 (date) — Date of Report
• October 7, 2025 (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
• $400,000,000 — ") for gross proceeds of approximately $400,000,000. Pursuant to the Purchase Agreement, th
• $47.11 — rivate Placement at a purchase price of $47.11 per share. The Private Placement closed
• $378,600,000 — received net proceeds of approximately $378,600,000 . The Company intends to use these net
• $582,000,000 — lacement, the Company has approximately $582,000,000 of cash on its balance sheet. Pursuan
• $200,000 — Private Placement, and reimbursement of $200,000 in legal expenses. The foregoing summ

Filing Documents

• form8-k.htm (8-K) — 50KB
• ex10-1.htm (EX-10.1) — 278KB
• ex10-2.htm (EX-10.2) — 61KB
• ex99-1.htm (EX-99.1) — 24KB
• ex99-2.htm (EX-99.2) — 26KB
• ex99-1_001.jpg (GRAPHIC) — 8KB
• ex99-2_001.jpg (GRAPHIC) — 25KB
• 0001493152-25-017769.txt ( ) — 741KB
• nne-20251010.xsd (EX-101.SCH) — 3KB
• nne-20251010_lab.xml (EX-101.LAB) — 33KB
• nne-20251010_pre.xml (EX-101.PRE) — 22KB
• 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): October 10, 2025 (October 7, 2025) 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 October 7, 2025, Nano Nuclear Energy Inc., a Nevada corporation (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. With the net proceeds from the Private Placement, the Company has approximately $582,000,000 of cash on its balance sheet. Pursuant to the Purchase Agreement the Company agreed to include 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 ") as soon as practicable but no later than October 25, 2025 (the date of filing, the " Filing Date "), and with the Resale Registration 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 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,

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View this 8-K filing on SEC EDGAR