false
0001923891
0001923891
2025-10-10
2025-10-10
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED
STATES
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
Statement to be effective within 30 days following the later of (i) the Filing Date, and (ii) the second business day
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
Statement to become effective, if it is subject to full review by the SEC.
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 $200,000 in legal expenses.
The
foregoing summary of the terms of the Purchase Agreement and Placement Agency Agreement are subject to,
and qualified in their entirety by reference to, copies of the Purchase Agreement and Placement Agency Agreement that are filed as Exhibits
10.1 and 10.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
Item
3.02 Unregistered Sales of Equity Securities.
The
disclosures set forth in Item 1.01 above related to the Private Placement are incorporated by reference into this Item 3.02. The Shares
have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to a Registration
Statement and are instead being offered pursuant to the exemption provided in Section 4(a)(2) under the Securities Act and/or Rule 506(b)
promulgated thereunder.
Item
8.01 Other Events.
On
October 7, 2025, the Company issued a press release announcing the pricing of the Private Placement (the “Pricing Press Release”).
On
October 10, 2025, the Company issued a press release announcing the closing of the Private Placement (the “Closing Press Release”).
Copies
of the Pricing Press Release and the Closing Press Release are
filed as Exhibit 99.1 and 99.2, respectively, to this Current Report on Form 8-K and is incorporated by reference herein.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Exhibit |
| 10.1 |
|
Form of Securities Purchase Agreement, dated October 7, 2025, by and between the Company and the Investors |
| 10.2 |
|
Placement Agency Agreement, dated October 7, 2025, by and between the Company and Titan Partners Group LLC, a division of American Capital Partners, LLC |
| 99.1 |
|
Pricing
Press Release, dated October 7, 2025 |
| 99.2 |
|
Closing
Press Release, dated October 10, 2025 |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
| Dated:
October 10, 2025 |
NANO
Nuclear Energy Inc. |
| |
|
|
| |
By: |
/s/
Jaisun Garcha |
| |
Name:
|
Jaisun
Garcha |
| |
Title: |
Chief
Financial Officer |
