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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): September 17, 2026 (September 15, 2026)
Nano
Nuclear Energy Inc.
(Exact
name of registrant as specified in its charter)
| Nevada |
|
001-42044 |
|
88-0861977 |
| (State
or other jurisdiction |
|
(Commission
|
|
(I.R.S.
Employer |
| of
incorporation) |
|
File
Number) |
|
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)
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 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
5.07 Submission of Matters to a Vote of Security Holders.
On
September 15, 2026, Nano Nuclear Energy Inc. (the “Company”) conducted its 2026 Annual Meeting of Stockholders (the “Annual
Meeting”). The Annual Meeting was conducted virtually.
The number of shares of common
stock of the Company entitled to vote at the Annual Meeting was 53,698,147.29 shares outstanding
as of the July 22, 2026 record date (“Record Date”) for the Annual Meeting (the “Voting Stock”). After the Record
Date, the total shares outstanding was changed to 53,698,146, effective as of July 23, 2026 due to the cancellation of the fractional
shares. No other shares of the Company’s capital stock were entitled to vote at the Annual Meeting.
The
number of shares of Voting Stock present or represented by valid proxy at the Annual Meeting was approximately 36,425,627 shares of Voting
Stock, constituting a quorum. At the Annual Meeting, the Company’s stockholders adopted all two proposals presented at the Annual
Meeting for voting, which included:
| (i) | the
election of all six (6) currently serving members of the Company’s Board of Directors
to serve for a one-year term that expires at the 2027 Annual Meeting of Stockholders, or
until their successor is duly elected and qualified, unless they resign, is removed or otherwise
is disqualified from serving as a director of the Company; and |
| | | |
| (ii) | the
ratification of the appointment by the Audit Committee of the Company’s Board of Directors
of WithumSmith+Brown, PC (“Withum”) as the Company’s independent registered
public accounting firm for the fiscal year ending September 30, 2026. |
The
following is a tabulation of the voting on the proposals presented at the Annual Meeting:
Proposal
No. 1 - Election of Directors
James
Walker, Jay Jiang Yu, Dr, Tsun Yee Law, Diane Hare, Dr. Kenny Yu and Dr. Seth Berl were each elected as a director to serve for a one-year
term that expires at the Company’s 2027 Annual Meeting of Stockholders or until a successor is elected and qualified or until her
or his earlier death, incapacity, removal or resignation. The voting results were as follows:
| Nominee | |
Shares Voted For | |
Shares Withheld | |
Broker Non-Vote |
| James Walker | |
18,271,208 | |
458,350 | |
17,696,069 |
| Jay Jiang Yu | |
18,394,629 | |
334,929 | |
17,696,069 |
| Dr. Tsun Yee Law | |
16,582,750 | |
2,146,810 | |
17,696,069 |
| Diane Hare | |
13,804,415 | |
4,925,143 | |
17,696,069 |
| Dr. Kenny Yu | |
17,088,836 | |
1,640,722 | |
17,696,069 |
| Dr. Seth Berl | |
18,434,926 | |
294,632 | |
17,696,069 |
Proposal
No. 2 - Ratification of the Appointment of Independent Registered Public Accounting Firm
Appointment
by the Audit Committee of Company’s Board of Directors of Withum as the Company’s independent registered public accounting
firm for the fiscal year ending September 30, 2026 was ratified. The voting results were as follows:
| Shares
Voted For |
|
Shares
Voted Against |
|
Shares
Abstaining |
|
Broker
Non-Vote |
| 35,678,632 |
|
496,290 |
|
250,705 |
|
0 |
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
NANO
NUCLEAR ENERGY INC. |
| |
|
| Dated:
September 17, 2026 |
By: |
/s/
Jaisun Garcha |
| |
Name: |
Jaisun
Garcha |
| |
Title: |
Chief
Financial Officer |
