UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to ____________

Commission file number 001-42044

NANO NUCLEAR ENERGY INC.

(Exact name of registrant as specified in its charter)

Nevada		88-0861977
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

10 Times Square, 30th Floor, New York, New York		10018
(Address of principal executive offices)		(Zip Code)

(212) 634-9206

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading symbol(s)		Name of exchange on which registered
Common stock, par value $0.0001 per share		NNE		Nasdaq Capital Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files.) Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

	Large accelerated filer ☐	Accelerated filer ☐
	Non-accelerated filer ☒	Smaller reporting company ☒
		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of May 12, 2025, there were 37,501,273 shares of the Company’s common stock issued and outstanding.

NANO NUCLEAR ENERGY INC.

Form 10-Q

For the Quarter Ended March 31, 2025

TABLE OF CONTENTS

		Page

Cautionary Note Regarding Forward-Looking Statements

Part I. Financial Information		1

Item 1.	Financial Statements	1

	Condensed Consolidated Balance Sheets as of March 31, 2025 (Unaudited) and September 30, 2024	1

	Unaudited Condensed Consolidated Statements of Operations for the Three and Six Months Ended March 31, 2025 and 2024	2

	Unaudited Condensed Consolidated Statements of Changes in Mezzanine Equity and Stockholders’ Equity for the Three and Six Months Ended March 31, 2025 and 2024	3

	Unaudited Condensed Consolidated Statements of Cash Flows for the Six Months Ended March 31, 2025 and 2024	5

	Notes to the Condensed Consolidated Financial Statements (Unaudited)	6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	28

Item 4.	Controls and Procedures	28

Part II. Other Information		29

Item 1.	Legal Proceedings	29

Item 1A.	Risk Factors	29

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	29

Item 3.	Defaults Upon Senior Securities	29

Item 4.	Mine Safety Disclosures	29

Item 5.	Other Information	30

Item 6.	Exhibits	30

	Signatures	31

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (this “Report”) contains “forward-looking statements” (as defined in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that reflect our current expectations and views of future events. The forward-looking statements are contained principally in the section of this Report entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Readers are cautioned that significant known and unknown risks, uncertainties and other important factors (including those over which we may have no control) and others listed in this Report, in the “Item 1A. Risk Factors” section of our Annual Report on Form 10-K for the fiscal year ended September 30, 2024 (“2024 Annual Report”), as filed with the Securities and Exchange Commission (the “SEC”) on December 30, 2024, and in our other filings with the SEC may cause our actual results, performance or achievements to be materially different from those expressed or implied by the forward-looking statements.

You can identify these forward-looking statements by terms such as “anticipate,” “believe,” “continue,” “could,” “depends,” “estimate,” “expects,” “intend,” “may,” “ongoing,” “plan,” “potential,” “predict,” “project,” “should,” “will,” “would,” “assumption” or “judgment” or the negative of those terms or other similar expressions, although not all forward-looking statements contain those words.

These forward-looking statements present our estimates and assumptions only as of the date of this Report and are subject to several known and unknown risks, uncertainties, and assumptions. Accordingly, you are cautioned not to place undue reliance on forward-looking statements, which speak only as of the dates on which they are made. Important factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to, those challenges summarized below:

	●	Our ability to design, develop, manufacture, demonstrate, obtain regulatory approval for and ultimately sell our proposed micro nuclear reactors or other products, technologies or services we are developing.

	●	Our ability to develop a domestic Low Enriched Uranium (LEU) and High-Assay Low-Enriched Uranium (HALEU) fuel supply chain to supply the next generation of advanced nuclear reactors and our own systems.

	●	Our ability to produce a regulatorily licensed, high-capacity HALEU transportation package, capable of moving commercial quantities of HALEU fuel.

	●	Our ability to provide nuclear service support and consultation services for the expanding and resurgent nuclear energy industry, both domestically and internationally.

	●	Our ability to source, retain, and expand our technical and business staff to meet the demands of our expanding and diversifying business.

	●	Our ability to raise the substantial amount of additional funds that will be necessary for our business to succeed, which funds may not be available on acceptable terms or available at all.

	●	Assumptions relating to the size of the market for our micro nuclear reactors or other products, technologies or services we are developing.

	●	Our ability to navigate the complex and time-consuming nuclear regulatory regimes in the jurisdictions we operate, including unanticipated regulations or regulatory failures that could add barriers, time and cost to our business plans.

	●	Our estimates of future expenses, capital requirements, revenue potential and our needs for, or ability to obtain, additional financing.

	●	Our status as an early-stage pre-revenue company in a rapidly evolving and complex industry with a business model that still being developed and is largely untested.

	●	Our ability to avoid a significant disruption in our information technology system, including security breaches, or our ability to implement new system and software successfully.

	●	Our ability to obtain and maintain intellectual property protection for our products.

	●	The other forward-looking statements regarding our company and its prospects included in this Report including, without limitation, those under “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, as such statements may be updated from time to time in our other filings with the SEC.

The foregoing does not represent an exhaustive list of matters that may be covered by the forward-looking statements contained herein or risk factors that we are faced with. Forward-looking statements necessarily involve significant risks and uncertainties, and our actual results could differ materially from those anticipated in the forward-looking statements due to a number of factors, including those set forth in our 2024 Annual Report and other SEC filings. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements contained above. Prior to investing in our common stock, you should read this Report, our 2024 Annual Report and other SEC filings completely and with the understanding that our actual future results may be materially different from what we currently expect. We qualify all of our forward-looking statements by these cautionary statements.

The forward-looking statements made in this Report relate only to events or information as of the date of this Report. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events.

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

NANO NUCLEAR ENERGY INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

	March 31, 2025			September 30, 2024
	(Unaudited)
ASSETS

Current assets:
Cash and cash equivalents	$	118,550,451		$	28,507,257
Prepaid expenses		672,222			833,947
Deposits, current		250,000			-
Total current assets		119,472,673			29,341,204
Deposits, non-current		269,235			235,235
Property, plant and equipment, net		5,275,936			1,689,607
Right-of-use assets		2,722,859			1,830,124
Long-term investments, related party		2,000,000			2,000,000
In-process research and development		9,075,045			-
Total assets	$	138,815,748		$	35,096,170

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:
Accounts payable and accrued liabilities	$	2,535,498		$	761,479
Due to related parties		30,000			25,000
Lease liabilities, current		454,295			281,352
Contingent consideration		1,373,000			770,500
Total current liabilities		4,392,793			1,838,331
Lease liabilities, non-current		2,396,465			1,650,383
Total liabilities		6,789,258			3,488,714

Stockholders’ Equity
Preferred stock, $0.0001 par value; 25,000,000 authorized as of March 31, 2025 and September 30, 2024; none issued and outstanding as of March 31, 2025 and September 30, 2024		-			-
Common stock, $0.0001 par value; 275,000,000 authorized as of March 31, 2025 and September 30, 2024; 37,264,931 and 30,715,663 shares issued and outstanding as of March 31, 2025 and September 30, 2024, respectively		3,727			3,072
Additional paid-in capital		173,878,627			49,038,165
Accumulated deficit		(41,855,864	)		(17,433,781	)
Total stockholders’ equity		132,026,490			31,607,456
Total liabilities and stockholders’ equity	$	138,815,748		$	35,096,170

The accompanying notes are an integral part of these condensed consolidated financial statements.

NANO NUCLEAR ENERGY INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	March 31, 2025			March 31, 2024			March 31, 2025			March 31, 2024
	Three Months Ended						Six Months Ended
	March 31, 2025			March 31, 2024			March 31, 2025			March 31, 2024
Operating expenses
General and administrative	$	15,697,178		$	1,423,309		$	18,191,748		$	2,252,205
Research and development		6,712,543			290,539			7,617,466			810,555
Change in fair value of contingent consideration		78,250			-			602,500			-
Loss from operations		22,487,971			1,713,848			26,411,714			3,062,760

Other income		1,179,250			36,220			1,989,631			71,187
Net loss	$	(21,308,721	)	$	(1,677,628	)	$	(24,422,083	)	$	(2,991,573	)

Net loss per share of common stock:
Basic	$	(0.57	)	$	(0.07	)	$	(0.69	)	$	(0.13	)
Diluted	$	(0.57	)	$	(0.07	)	$	(0.69	)	$	(0.13	)

Weighted-average shares of common stock outstanding:
Basic		37,074,514			23,861,244			35,502,417			23,521,208
Diluted		37,074,514			23,861,244			35,502,417			23,521,208

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

NANO NUCLEAR ENERGY INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN

MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY

(Unaudited)

For the Three Months Ended March 31, 2025

		Common					Additional paid-in		Accumulated			Total stockholders’
		shares		Amount			capital		deficit			equity
Balance as of December 31, 2024	-		36,742,099	$	3,675	-	$	150,600,504	$	(20,547,143	)	$	130,057,036
	-
Exercise of warrants			374,832		37			6,373,085		-			6,373,122
Exercise of stock options			148,000		15			428,985		-			429,000
Equity-based compensation			-		-			16,476,053		-			16,476,053
Net loss	-		-		-	-		-		(21,308,721	)		(21,308,721	)
	-
Balance as of March 31, 2025	-		37,264,931	$	3,727	-	$	173,878,627	$	(41,855,864	)	$	132,026,490

For the Six Months Ended March 31, 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			4,935,294		494			101,399,518			-			101,400,012
Offering costs			-		-			(9,058,856	)		-			(9,058,856	)
Exercise of warrants			975,974		97			14,387,311			-			14,387,408
Exercise of stock options			638,000		64			1,636,436			-			1,636,500
Equity-based compensation			-		-			16,476,053			-			16,476,053
Net loss	-		-		-	-		-			(24,422,083	)		(24,422,083	)
	-
Balance as of March 31, 2025	-		37,264,931	$	3,727	-	$	173,878,627		$	(41,855,864	)	$	132,026,490

For the Three Months Ended March 31, 2024

	Shares			Amount			Shares		Amount		Stock subscriptions			Additional paid-in capital		Accumulated deficit			Total stockholders’ equity
	Mezzanine Equity						Permanent Equity
	Shares			Amount			Shares		Amount		Stock subscriptions			Additional paid-in capital		Accumulated deficit			Total stockholders’ equity
Balance as of December 31, 2023		2,000,000		$	5,000,000			23,184,869	$	2,319	$	2,106,437		$	9,288,553	$	(8,596,170	)	$	2,801,139

Common stock issuances		-			-			822,144		82		(2,106,437	)		2,466,355		-			360,000
Mezzanine equity conversion		(2,000,000	)		(5,000,000	)		2,000,000		200		-			4,999,800		-			5,000,000
Equity-based compensation		-			-			-		-		-			152,457		-			152,457
Net loss		-			-			-		-		-			-		(1,677,628	)		(1,677,628	)
Balance as of March 31, 2024		-		$	-			26,007,013	$	2,601	$	-		$	16,907,165	$	(10,273,798	)	$	6,635,968

For the Six Months Ended March 31, 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
Common stock issuances		-			-			822,144		82			2,466,355		-			2,466,437
Mezzanine equity conversion		(2,000,000	)		(5,000,000	)		2,000,000		200			4,999,800		-			5,000,000
Equity-based compensation		-			-			-		-			152,457		-			152,457
Net loss		-			-			-		-	-		-		(2,991,573	)		(2,991,573	)
Balance as of March 31, 2024		-		$	-			26,007,013	$	2,601	-	$	16,907,165	$	(10,273,798	)	$	6,635,968
Balance		-		$	-			26,007,013	$	2,601	-	$	16,907,165	$	(10,273,798	)	$	6,635,968

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

NANO NUCLEAR ENERGY INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	For the Six Months Ended March 31, 2025			For the Six Months Ended March 31, 2024

OPERATING ACTIVITIES
Net loss	$	(24,422,083	)	$	(2,991,573	)
Adjustments to reconcile net loss to net cash used in operating activities:
Equity-based compensation		16,476,053			152,457
Amortization of right-of-use assets		133,614			11,878
Depreciation		39,517			-
Changes in fair value of contingent liability		602,500			-
Change in assets and liabilities:
Prepaid expenses		161,725			(429,120	)
Deposits		(284,000	)		(235,235	)
Accounts payable and accrued liabilities		1,774,018			109,503
Due to related parties		5,000			(10,000	)
Lease liabilities		(107,323	)		(17,114	)
Net cash used in operating activities		(5,620,979	)		(3,409,204	)

INVESTING ACTIVITIES
In-process research and development		(9,075,045	)		-
Additions to property, plant and equipment		(3,625,846	)		-
Net cash used in investing activities		(12,700,891	)		-

FINANCING ACTIVITIES
Proceeds from common stock issuances		101,400,012			-
Offering costs		(9,058,856	)		-
Proceeds from exercise of warrants		14,387,408			-
Proceeds from exercise of stock options		1,636,500			-
Proceeds from stock subscriptions		-			2,466,437
Payment of deferred offering costs		-			(55,000	)
Net cash provided by financing activities		108,365,064			2,411,437

Net increase (decrease) in cash and cash equivalents		90,043,194			(997,767	)
Cash and cash equivalents, beginning of period		28,507,257			6,952,795
Cash and cash equivalents, end of period	$	118,550,451		$	5,955,028

Non-cash transactions:
Conversion from Mezzanine Equity to Stockholders’ Equity	$	-		$	(5,000,000	)
Inception of Right-of-Use Asset / Liability	$	1,026,348		$	1,926,656

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

NANO NUCLEAR ENERGY INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As of March 31, 2025

(Unaudited)

1. ORGANIZATION AND OPERATIONS AND BASIS OF PRESENTATION

NANO Nuclear Energy Inc. (“NANO” or the “Company”) 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, pre-revenue nuclear energy company developing smaller, cheaper, and safer advanced portable clean energy solutions utilizing advanced proprietary reactor designs, intellectual property and research methods.

The Company’s on-demand capable, advanced nuclear microreactors currently in development are (i) ZEUS, a portable modular solid core battery reactor, (ii) ODIN, a portable modular low-pressure coolant reactor, (iii) the fixed installation KRONOS MMR^™Energy System and (iv) the space focused, portable LOKI MMR^™. 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, HALEU Energy Fuel Inc., the Company is also developing a domestic High-Assay Low-Enriched Uranium (“HALEU”) fuel processing strategy, involving the development of facilities, to provide the Company with the capability to manufacture a fuel for the broader advanced nuclear reactor industry, as well as for the Company’s microreactors. Further, 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. Through its subsidiary, Nano Nuclear Space Inc., the Company is seeking to explore the potential commercial applications of developing micronuclear reactor technology in space. The Company also plans to offer nuclear service support and consultation services.

These unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned 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 such 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 unaudited condensed 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 March 31, 2025, the Company had working capital of $115,079,880 and accumulated deficit of $41,855,864. For the six months ended March 31, 2025, the Company had net loss of $24,422,083, and negative cash flows from operations of $5,620,979. 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 come due at least for the next twelve months after the date the unaudited condensed consolidated financial statements are issued to conform to the going concern uncertainty period. During the six month period ended March 31, 2025, the Company received approximately $14.4 million from exercises of warrants, $1.6 million from exercises of stock options, and net proceeds of approximately $92.3 million from the Company’s registered follow-on offering in October 2024, and its November 2024 private placement offering (see Note 5). 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. The Company expects to file a “universal shelf” registration statement when eligible to provide it with more ready access to financing from the capital markets.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial reporting and the rules and regulations of the Securities and Exchange Commission (“SEC”). References to ASC and ASU included herein refer to the Accounting Standards Codification and Accounting Standards Update, respectively, established by the Financial Accounting Standards Board (“FASB”) as the source of authoritative U.S. GAAP. All intercompany balances and transactions have been eliminated in consolidation.

In management’s opinion, the unaudited condensed consolidated financial statements have been prepared on the same basis as the Company’s annual audited consolidated financial statements. They included all adjustments, consisting of only normal recurring adjustments, necessary for the fair statement of the Company’s financial position as of March 31, 2025, and its results of operations for the three and six months ended March 31, 2025 and 2024 and cash flows for the six months ended March 31, 2025 and 2024. The results for the three and six months ended March 31, 2025 are not necessarily indicative of the results expected for the year or any other periods. The condensed consolidated balance sheet as of September 30, 2024 has been derived from the Company’s audited consolidated financial statements.

Cash and 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.

NANO NUCLEAR ENERGY INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As of March 31, 2025

(Unaudited)

Use of Estimates

The preparation of unaudited condensed 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 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 unaudited condensed consolidated financial statements, as well as amounts reported on the condensed consolidated statements of operations during the periods 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.

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 March 31, 2025 and September 30, 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.

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.

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:

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 (ROU) 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 March 31, 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.

NANO NUCLEAR ENERGY INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As of March 31, 2025

(Unaudited)

Warrant Instruments

The Company accounts for warrants issued in connection with the private placement in accordance with the guidance contained in FASB 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 March 31, 2025 and September 30, 2024, the Company had investments in equity of $2.0 million, representing the Company’s equity investment in LIS Technologies Inc., a related party through common ownership and management (“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 March 31, 2025. No impairment was recorded during the three and six months ended March 31, 2025. The investments were recognized as “Long-term investments, related party” on the Company’s unaudited condensed 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 5 for further information.

Equity-Based Compensation

Equity-based compensation is measured using a fair value-based method for all equity-based awards. The cost of awarded equity instruments is recognized based on each instrument’s grant-date fair value over the period during which the award vests. Equity-based compensation is recorded as either a general and administrative expense or a research and development expense in the unaudited condensed consolidated statements of operations.

Research and Development

Research and development 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 unaudited condensed consolidated statements of operations. Advertising costs expensed were approximately $136,000 and $230,000 for the three and six months ended March 31, 2025, respectively, and approximately $435,000 and $609,000 for the three and six months ended March 31, 2024, respectively.

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 March 31, 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 carry forwards, 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. The Company’s net deferred tax assets consist primarily of assets related to net operating losses. The Company’s net operating losses and credits have an indefinite life for federal net operating losses (“NOLs”) generated through March 31, 2025. At March 31, 2025 and September 30, 2024, the Company recorded a full valuation allowance on its deferred tax assets in the amount of approximately $10,699,000 and $5,675,000, respectively. The effective tax rate was 0.0% for the three and six months ended March 31, 2025 and 2024. The Company’s effective tax rate for the three and six months ended March 31, 2025 and 2024 differs from the federal statutory rate of 21% primarily due to a full valuation allowance against its net deferred tax assets where it is more likely than not that the deferred tax assets will not be realized.

NANO NUCLEAR ENERGY INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As of March 31, 2025

(Unaudited)

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 condensed 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 unaudited condensed 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 condensed consolidated statements of operations. All of the Company’s historical tax returns remain subject to examination by taxing jurisdictions. At March 31, 2025 and September 30, 2024, the Company does not believe it has any uncertain tax positions that would require either recognition or disclosure in the accompanying unaudited condensed consolidated financial statements.

Net Loss per Share

Basic net income (loss) per share is computed by dividing net income (loss) attributable to the Company by the weighted-average number of shares of Common Stock outstanding during the period. Diluted net income (loss) per share is computed based on the weighted-average number of shares of Common Stock outstanding plus the effect of dilutive potential shares of Common Stock outstanding during the period. During the periods when there is a net loss, potentially dilutive shares of Common Stock are excluded from the calculation of diluted net loss per share as their effect is anti-dilutive. During the three and six months ended March 31, 2025 and 2024, there were no dilutive shares issued or outstanding.

Operating Segments

For the three and six months ended March 31, 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 Chairman and President 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 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 current unaudited condensed consolidated financial statements.

3. OTHER INCOME

During the three and six months ended March 31, 2025, the Company earned interest income of $1,158,251 and $1,947,631, respectively, on its cash held at a financial institution and earned $21,000 and $42,000, respectively, from a lease agreement with a related party (see Note 8). During the three and six months ended March 31, 2024, the Company earned interest income of $36,220 and $71,187, respectively, on its cash held at a financial institution.

4. RELATED PARTIES

At March 31, 2025 and September 30, 2024, the Company had amounts due to related parties of $30,000 and $25,000, respectively. The amounts due at March 31, 2025 and September 30, 2024 corresponded to unpaid amounts due to officers and directors for services rendered during the six months ended March 31, 2025 and during the year ended September 30, 2024. The aggregate compensation paid, or payable, to officers and directors during the three months ended March 31, 2025 and 2024 was $320,000 and $105,000, respectively, and during the six months ended March 31, 2025 and 2024 was $603,000 and $290,000, respectively, which was included in the accompanying unaudited condensed consolidated statements of operations under general and administrative.

NANO NUCLEAR ENERGY INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As of March 31, 2025

(Unaudited)

5. 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 periods 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. As of December 31, 2023, the Company received $2,106,437 in subscriptions as part of the Series B Round, and in January 2024, the Company received $360,000 in subscriptions. In January 2024, the Company sold and issued 822,144 shares of Common Stock at a price of $3.00 per share for gross proceeds of $2,466,437 to close the Series B Round.

Initial Public Offering (IPO)

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.

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 135,000 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.

NANO NUCLEAR ENERGY INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As of March 31, 2025

(Unaudited)

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 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 filed a registration statement covering the resale of these securities, which was declared effective 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 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 each Investor’s subscription amount, plus interest, as applicable, on a monthly basis until such event giving rise to the liquidated damages is cured. 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.

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.

NANO NUCLEAR ENERGY INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As of March 31, 2025

(Unaudited)

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 balance sheet at December 31, 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.

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

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”). There are no shares available for grant under the 2023 Stock Option Plan #1, and the maximum number of shares available under the plan may increase on an annual basis on the anniversary date of this option plan if the total number of stock options issued under the 2023 Stock Option Plans is less than 15% of the number of issued shares of Common Stock. There are 679,440 shares of Common Stock available for grant under the 2023 Stock Option Plan #2, and the maximum number of shares available under the plan may increase on a quarterly basis if the total number of stock options issued under the 2023 Stock Option Plans is less than 15% of the number of issued shares of Common Stock. The plans are otherwise substantially similar in their substance.

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%).

During the year ended September 30, 2024, the Company’s assumptions utilized in the Black-Scholes valuation were the following: (1) stock price based on recent sales of Common Stock to unrelated parties; (2) estimated the volatility of its underlying stock by using an average of the historical volatility of a group of comparable publicly traded companies; (3) expected dividend yield was calculated using historical dividend amounts; (4) risk-free rate is based on the United States Treasury yield curve in effect at the time of the grant; (5) expected term was estimated based on the vesting and contractual term of the stock option grant.

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.

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. 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. The aggregate of 1,163,300 options issued in March 2025, were valued at $23,307,209 based on a Black-Scholes valuation with the following assumptions (Risk-free interest rate: 3.93% - 4.12%; expected life of options: 2.5 - 6 years; estimated volatility: 87% - 110%; dividend rate: 0%).

During the six months ended March 31, 2025, the Company’s assumptions utilized in the Black-Scholes valuation were the following: (1) fair market value of stock price on date of grant; (2) the volatility of its underlying stock; (3) estimated the volatility of its underlying stock by using an average of the historical volatility of a group of comparable publicly traded companies; (4) expected dividend yield was calculated using historical dividend amounts; (5) risk-free rate is based on the United States Treasury yield curve in effect at the time of the grant; (6) expected term was estimated based on the vesting and contractual term of the stock option grant.

The weighted-average grant date fair value of stock options issued during the six months ended March 31, 2025 was $20.04 per share. There is $6,734,388 of remaining stock compensation expense to be recognized at March 31, 2025 corresponding to future vesting dates which will occur annually in March from 2026 to 2031.

NANO NUCLEAR ENERGY INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As of March 31, 2025

(Unaudited)

Option Activity

A summary of cumulative option activity under the 2023 Stock Option Plans is as follows:

	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	$	2,004
Options granted		125,000			3.00		2.71		152
Options exercised		(593,000	)		1.76		—		—
Outstanding – September 30, 2024		3,539,000		$	2.34		1.59	$	2,156
Options granted		1,163,300			27.93		8.52		23,307
Options exercised		(638,000	)	$	2.15		—	$	—
Outstanding – March 31, 2025		4,064,300		$	9.63		3.55	$	25,463
Vested during the period		-		$	-		-	$	-
Vested at end of period		-		$	-		-	$	-
Exercisable at the end of period		3,721,000		$	7.35		2.71	$	18,554

Warrant Activity

A summary of cumulative warrant activity is as follows:

	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		(1,057,900	)	$	16.95		-
Outstanding – March 31, 2025		3,477,612		$	23.86		4.62

NANO NUCLEAR ENERGY INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As of March 31, 2025

(Unaudited)

6. PROPERTY, PLANT AND EQUIPMENT, RIGHT-OF-USE ASSETS & LEASE LIABILITIES

	March 31, 2025			September 30, 2024
	Land, buildings and leasehold improvements			Land, buildings and leasehold improvements
Cost
Beginning of period	$	1,700,000		$	-
Additions – land		-			115,000
Additions – building		562,846			1,585,000
Additions – leasehold improvements		3,063,000			-
End of period		5,325,846			1,700,000

Accumulated depreciation
Beginning of period		(10,393	)		-
Depreciation of building		(39,517	)		(10,393	)
End of period		(49,910	)		(10,393	)

Total property, plant and equipment, net	$	5,275,936		$	1,689,607

Right-of-use assets
Beginning of period	$	1,830,124		$	-
Additions		1,026,349			1,926,656
Amortization		(133,614	)		(96,532	)
End of period	$	2,722,859		$	1,830,124

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 headquarters.

As of March 31, 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 842 for the capitalization of long-term leases. At March 31, 2025, the lease liability was equal to the present value of the remaining lease payments, discounted using a borrowing rate based on similar debt. Lease activity for the periods ended March 31, 2025 and September 30, 2024, was as follows:

Balance sheet information related to the Company’s leases is presented below:

SCHEDULE OF BALANCE SHEET INFORMATION

Operating leases:	March 31, 2025		September 30, 2024
Operating right-of-use assets	$	2,722,859	$	1,830,124
Operating lease liabilities, current		454,295		281,352
Operating lease liabilities, long term		2,396,465		1,650,383

NANO NUCLEAR ENERGY INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As of March 31, 2025

(Unaudited)

6. PROPERTY, PLANT AND EQUIPMENT, RIGHT OF USE ASSETS & LEASE LIABILITIES (Continued)

The following provides details of the Company’s lease expense:

SCHEDULE OF LEASE EXPENSE

Lease cost:	2025		2024		2025		2024
	Three Months Ended March 31,				Six Months Ended March 31,
Lease cost:	2025		2024		2025		2024
Operating lease cost	$	174,523	$	28,369	$	278,921	$	28,369

Other information related to leases is presented below:

Cash paid for amounts included in the measurement of lease liabilities:	2025		2024		2025		2024
	Three Months Ended March 31,				Six Months Ended March 31,
Cash paid for amounts included in the measurement of lease liabilities:	2025		2024		2025		2024
Operating cash outflows from operating leases	$	160,762	$	33,605	$	261,577	$	33,605

	March 31, 2025
Weighted-average discount rate – operating lease		11.6	%
Weighted-average remaining lease term – operating lease (in years)		6.13

As of March 31, 2025, the expected annual minimum lease payments of the Company’s operating lease liabilities were as follows:

For the Years Ended September 30,
2025	$	239,781
2026		626,333
2027		641,992
2028		658,041
2029		674,493
Thereafter		1,142,669
Total future minimum lease payments, undiscounted		3,983,309
Less: Imputed interest for leases in excess of one year		(1,132,549	)
Present value of future minimum lease payments		2,850,760
Less: Current portion of lease liabilities		(454,295	)
Total lease liabilities less current portion	$	2,396,465

NANO NUCLEAR ENERGY INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As of March 31, 2025

(Unaudited)

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 of Maidana Research. In connection with the transaction, Dr. Maidana has 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 June 21, 2025. The Company anticipates that the completion of the SBIR Phase III project will occur prior to June 21, 2025, and therefore has calculated the contingent consideration at the closing price of NANO’s stock on the date of acquisition. The ALIP Acquisition has been accounted for as an acquisition of in-process research and development that has been fully expensed on the acquisition date as research and development 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

As of 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 March 31, 2025, the contingent cash and common shares obligation was revalued to its fair value of $1,373,000 based on the closing price of NANO’s stock on March 31, 2025, which resulted in a revaluation expense of $78,250 and $602,500 for the three and six months ended March 31, 2025, respectively.

SEC Form 10-Q filed by Nano Nuclear Energy Inc.