NANO Nuclear Energy Announces $400 Million Oversubscribed Private Placement of Common Stock Priced at the Market Under Nasdaq Rules

Rhea-AI Summary

NANO Nuclear Energy (Nasdaq: NNE) entered securities purchase agreements for an oversubscribed private placement of 8,490,767 common shares priced at the market under Nasdaq rules, expected to generate $400 million in gross proceeds before expenses. The offering closing is expected on or about October 10, 2025, subject to customary conditions.

The company said its cash position is expected to be approximately $600 million after closing. Net proceeds are intended to fund development, construction, and regulatory licensing for the KRONOS MMR™ Energy System, other microreactor projects, potential strategic acquisitions, and general corporate purposes. Titan Partners Group acted as sole placement agent.

Positive

• $400 million gross proceeds expected from the private placement
• Pro forma cash position of approximately $600 million after closing
• Proceeds earmarked to advance KRONOS MMR development and licensing
• Offering was oversubscribed with institutional investor participation

Negative

• Issuance of 8,490,767 shares will dilute existing shareholders
• Shares are not registered under the Securities Act; resale depends on registration
• Closing subject to customary conditions; no guaranteed closing date

Insights

Corporate finance strategist

NANO Nuclear secured an oversubscribed $400 million private placement, lifting expected cash to $600 million.

The transaction sells 8,490,767 shares priced at market under Nasdaq rules and is led by institutional investors with a closing expected on or about October 10, 2025. The company will file a resale registration statement with the SEC for the placed shares. The stated use of proceeds includes advancing development, construction and regulatory licensing for the KRONOS MMR™ Energy System, other micro reactor projects, potential strategic acquisitions, and general corporate purposes.

Having $600 million pro forma cash materially increases financial flexibility to fund capital‑intensive development and licensing steps. Key risks remain: the closing is subject to customary conditions, and dilution from newly issued shares will affect existing equity holders. Watch the actual closing on or about October 10, 2025, the resale registration filing timing, and any detail on allocation of proceeds to specific milestones over the next 12–24 months.

The offering was led by an initial investment from a preeminent asset manager alongside several new and existing institutional investors

Company’s cash position expected to be approximately $600 million following closing

New York, NY, Oct. 07, 2025 (GLOBE NEWSWIRE) -- NANO Nuclear Energy Inc. ("NANO Nuclear" or the "Company") (Nasdaq: NNE), a leading advanced nuclear energy and technology company focused on developing clean energy solutions, today announced that it has entered into securities purchase agreements with institutional investors for the purchase and sale of 8,490,767 shares of common stock in an oversubscribed private placement priced at the market under Nasdaq rules.

The offering is expected to result in gross proceeds of $400 million, before deducting offering expenses. The closing of the offering is expected to occur on or about October 10, 2025, subject to the satisfaction of customary closing conditions.

NANO Nuclear intends to use the net proceeds from the offering 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.

Titan Partners Group, a division of American Capital Partners, is acting as the sole placement agent for the offering.

The securities issued in the private placement described above have not been registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. NANO Nuclear has agreed to file a resale registration statement with the SEC for purposes of registering the resale of the shares of common stock issued in connection with the private placement.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Nano Nuclear Energy Inc.

NANO Nuclear Energy Inc. (NASDAQ: NNE) is an advanced technology-driven nuclear energy company seeking to become a commercially focused, diversified, and vertically integrated company across five business lines: (i) cutting edge portable and other microreactor technologies, (ii) nuclear fuel fabrication, (iii) nuclear fuel transportation, (iv) nuclear applications for space and (v) nuclear industry consulting services. NANO Nuclear believes it is the first portable nuclear microreactor company to be listed publicly in the U.S.

Led by a world-class nuclear engineering team, NANO Nuclear’s reactor products in development include its lead project, the patented KRONOS MMR^™ Energy System, a stationary high-temperature gas-cooled reactor that is in construction permit pre-application engagement with the U.S. Nuclear Regulatory Commission (NRC) in collaboration with University of Illinois Urbana-Champaign (U. of I.), ZEUS^™, a solid core battery reactor, and the space focused, portable LOKI MMR^™, each representing advanced developments in clean energy solutions that are modular, on-demand capable, advanced nuclear microreactors.

Advanced Fuel Transportation Inc. (AFT), a NANO Nuclear subsidiary, is led by former executives from the largest transportation company in the world aiming to build a North American transportation company that will provide commercial quantities of HALEU fuel to small modular reactors, microreactor companies, national laboratories, military, and DOE programs. Through NANO Nuclear, AFT is the exclusive licensee of a patented high-capacity HALEU fuel transportation basket developed by three major U.S. national nuclear laboratories and funded by the Department of Energy. Assuming development and commercialization, AFT is expected to form part of the only vertically integrated nuclear fuel business of its kind in North America.

HALEU Energy Fuel Inc. (HEF), a NANO Nuclear subsidiary, is focusing on the future development of a domestic source for a High-Assay, Low-Enriched Uranium (HALEU) fuel fabrication pipeline for NANO Nuclear’s own microreactors as well as the broader advanced nuclear reactor industry.

NANO Nuclear Space Inc. (NNS), a NANO Nuclear subsidiary, is exploring the potential commercial applications of NANO Nuclear’s developing micronuclear reactor technology in space. NNS is focusing on applications such as the LOKI MMR^™ system and other power systems for extraterrestrial projects and human sustaining environments, and potentially propulsion technology for long haul space missions. NNS’ initial focus will be on cis-lunar applications, referring to uses in the space region extending from Earth to the area surrounding the Moon's surface.

For more corporate information please visit: https://NanoNuclearEnergy.com/

For further NANO Nuclear information, please contact:
Email: IR@NANONuclearEnergy.com
Business Tel: (212) 634-9206

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About Titan Partners

Titan Partners Group, a division of American Capital Partners, is a boutique investment bank specializing in tailored solutions for publicly traded emerging growth companies. Titan Partners combines expertise, trust, dedication, and a forward-thinking approach to help clients achieve their strategic capital needs.

Titan Partners Contact:
info@titanpartnersgrp.com
4 World Trade Center, 49th Floor
New York, NY 10007
(929) 833-1246
www.titanpartnersgrp.com

Cautionary Note Regarding Forward Looking Statements

This news release and statements of NANO Nuclear’s management in connection with this news release contain or may contain “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. In this context, forward-looking statements mean statements related to future events, which may impact our expected future business and financial performance, and often contain words such as “expects”, “anticipates”, “intends”, “plans”, “believes”, “potential”, “will”, “should”, “could”, “would” or “may” and other words of similar meaning. In this press release, forward-looking statements include, among others, statements related to the closing, and the anticipated benefits to and use of proceeds by the Company, of the private placement described herein. These and other forward-looking statements are based on information available to us as of the date of this news release and represent management's current views and assumptions. Forward-looking statements are not guarantees of future performance, events or results and involve significant known and unknown risks, uncertainties and other factors, which may be beyond our control. For NANO Nuclear, particular risks and uncertainties that could cause our actual future results to differ materially from those expressed in our forward-looking statements include but are not limited to the following: (i) risks related to our U.S. Department of Energy (“DOE”) or related state or non-U.S. nuclear licensing submissions, (ii) risks related to the development of new or advanced technology and the acquisition of complementary technology or businesses, including difficulties with design and testing, cost overruns, regulatory delays, integration issues and the development of competitive technology, (iii) our ability to obtain contracts and funding to be able to continue operations, (iv) risks related to uncertainty regarding our ability to technologically develop and commercially deploy a competitive advanced nuclear reactor or other technology in the timelines we anticipate, if ever, (v) risks related to the impact of U.S. and non-U.S. government regulation, policies and licensing requirements, including by the DOE and the U.S. Nuclear Regulatory Commission, including those associated with the recently enacted ADVANCE Act and the May 23, 2025 Executive Orders seeking to streamline nuclear regulation, and (vi) similar risks and uncertainties associated with operating an early stage business a highly regulated and rapidly evolving industry. Readers are cautioned not to place undue reliance on these forward-looking statements, which apply only as of the date of this news release. These factors may not constitute all factors that could cause actual results to differ from those discussed in any forward-looking statement, and NANO Nuclear therefore encourages investors to review other factors that may affect future results in its filings with the SEC, which are available for review at www.sec.gov and at https://ir.nanonuclearenergy.com/financial-information/sec-filings. Accordingly, forward-looking statements should not be relied upon as a predictor of actual results. We do not undertake to update our forward-looking statements to reflect events or circumstances that may arise after the date of this news release, except as required by law.

Attachment

• NANO Nuclear Energy Inc.

FAQ

How many shares did NNE sell in the October 2025 private placement?

NNE entered agreements to sell 8,490,767 shares of common stock in the private placement.

How much cash will NNE have after the private placement closes on October 10, 2025?

The company expects a pro forma cash position of approximately $600 million following the closing.

What will NNE use the $400 million gross proceeds for?

Net proceeds are intended to fund KRONOS MMR development, other microreactor projects, potential acquisitions, and general corporate purposes.

Will the private placement shares be immediately tradable for NNE investors?

No; the shares were not registered under the Securities Act and resale depends on a registration statement the company agreed to file.

When is the NNE private placement expected to close and what could prevent closing?

Closing is expected on or about October 10, 2025, subject to satisfaction of customary closing conditions.

Who acted as placement agent for NNE's $400 million private placement?

Titan Partners Group, a division of American Capital Partners, served as the sole placement agent.