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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): October 22, 2025 (October 16, 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
2.01 Completion of Acquisition or Disposition of Assets.
Item
8.01 Other Information
Reference
is made to two Current Reports on Form 8-K filed by Nano Nuclear Energy Inc., a Nevada corporation (the “Company”),
on January 14, 2025 and August 20, 2025 (the “Prior 8-Ks”). The Prior 8-Ks describe the Company’s efforts and
related transactions associated with its acquisition from the Sellers (as defined below) of the Company’s KRONOS MMRTM
Energy System and LOKI MMRTM reactor and related assets, including a license application (the “Chalk River License
Application”) with the Canadian Nuclear Safety Commission (“CNSC”) associated with a KRONOS MMRTM
reactor demonstration project at Chalk River Laboratories located in Ontario, Canada (the “Chalk River Project”).
Readers are advised to review the Prior 8-Ks for background information on the matters addressed in this Current Report.
As
previously disclosed in the Prior 8-Ks, on December 18, 2024, Ultra Safe Nuclear Corporation, a Delaware corporation, Ultra Safe Nuclear
Corporation – Technologies, a Washington corporation, USNC Holdings, LLC, a Washington limited liability company, Global First
Power Limited, a Canadian corporation (“GFPL”), and USNC-Power, Ltd., a British Columbia corporation (collectively,
“Sellers”), entered into an Asset Purchase Agreement with the Company, pursuant to which the Company agreed to acquire
certain assets of Sellers relating to the Company’s KRONOS MMRTM Energy System and its LOKI MMRTM reactor
(the “USNC Assets”) for a total purchase price of $8,500,000 in cash (the “Purchase Price”). The
USNC Assets included certain Canadian contracts, intellectual property rights, certain demonstration projects and entity equity interests
(the “Canadian Assets”); however, the assignment of certain Canadian Assets (notably, the Chalk River License Application)
(the “Consent Assets”), required the prior consent of Canadian government agencies (the “Canadian Consents”).
Therefore, due to the necessity of obtaining the Canadian Consents and certain due diligence concerns regarding the potential for assuming
unknown liabilities associated with the Consent Assets, the Company (i) did not formally acquire the Consent Assets, (ii) assigned the
right to acquire the Consent Assets to certain entities (the “Yu Entities”) owned by the Company’s Chairman
and President, Jay Jiang Yu, and (iii) entered into an option agreement with the Yu Entities (the “Yu Option Agreement”)
to acquire the Consent Assets from the Yu Entities (should such entities acquire the Consent Assets following receipt of the Canadian
Consents) for nominal consideration as described in the Prior 8-Ks. The closing of the acquisition of the USNC Assets, including the
Canadian Assets which were not Consent Assets (consisting of Canadian intellectual property rights) (the “USNC Closing”),
and the Company’s entry into the Yu Option Agreement, occurred on January 10, 2025. At the USNC Closing, the Sellers and the Company
established an escrow for a portion of the Purchase Price in the amount of $250,000 which, at the sole election of the Company at any
time after 90 days of the USNSC Closing, would be returned to the Company if all of the Canadian Consents were not obtained within 90
days of the USNC Closing. It was agreed that if such escrow amount was returned to the Company, the Company would forfeit all rights
to the Consent Assets.
Also,
as previously disclosed in the Prior 8-Ks, following its acquisition of the USNC Assets, the Company ascertained through due diligence
and discussions with CNSC that to best proceed with the Chalk River Project and maintain the validity of the Chalk River License Application,
the Company would need to acquire GFPL itself. Accordingly, on August 14, 2025, The RPWI Liquidating Trust, a Delaware liquidating trust
(the “Liquidating Trust”) created pursuant to the Sellers’ plan of liquidation in bankruptcy (the “Plan”)
confirmed by pursuant to a court order (the “Confirmation Order”) issued by the Bankruptcy Court overseeing Sellers’
bankruptcy (the “Bankruptcy Court”), GFPL, the Company and Kronos MMR Inc., a Nevada corporation and a wholly owned
subsidiary of the Company (“KRONOS MMR”), entered into a Purchase Agreement (the “GFPL Purchase Agreement”)
pursuant to which KRONOS MMR agreed to purchase all of the equity interests of GFPL and any other assets of GFPL that are specified in
the GFPL Purchase Agreement (including the rights to the Chalk River License Application), free and clear of all liens, claims, encumbrances
and other interests.
In
consideration of such acquisition, KRONOS MMR assumed an amount equal to $641,206.61, which was
the current liability owed by GFPL to the CNSC for pre-petition bankruptcy claims (the “CSNC Liability”), plus any
other amounts payable to CNSC for the Chalk River License Application which first arise and relate to, or become due and payable in the
ordinary course after the closing of such acquisition (together, with the CSNC Liability, the “Assumed Liabilities”).
In addition, KRONOS MMR agreed to a $15,000 expense reimbursement allowance payable to the trustee of the Liquidating Trust (the “Expense
Reimbursement”). Other than the Assumed Liabilities, neither the Company nor GFPL will have any responsibility or liability
for any liabilities of GFPL or the Liquidating Trust and/or their affiliates, including any pre-petition liabilities of GFPL in accordance
with the Plan and Confirmation Order, and other than the Assumed Liabilities and the Expense Reimbursement, no other cash or other consideration
is required to be paid by KRONOS MMR or the Company in connection with the transactions contemplated by the GFPL Purchase Agreement (such
transactions the “GFPL Transaction”). The GFPL Agreement and the GFPL Transaction were approved by the Bankruptcy
Court on September 2, 2025.
On
October 16, 2025, the closing of the GFPL Transaction occurred. At such closing, the Company funded the Expense Reimbursement using cash
on hand and assumed the CSNC Liability, which the Company intends to pay in full using cash on hand in the near future. As
a result, neither the Yu Entities nor the Company formally acquired the Consent Assets, and given the Company’s subsequent due
diligence and discussions with CNSC following its acquisition of the USNC Assets, the Company has determined that (i) its acquisition
of GFPL provides the Company with all of the rights and assets required from USNC to progress the Chalk River Project, (ii) the Consent
Assets subject to the Yu Option Agreement are immaterial to the Company’s plans and need not be acquired, with the result that
the Company expects to terminate the Yu Option Agreement and (iii) given that the Canadian Consents were not obtained on a timely basis,
the Company intends to seek a return of the $250,000 escrow amount and forfeit its rights to the Consent Assets as described above.
The
KRONOS MMRTM Energy System is the Company’s lead microreactor development project. Enabled by the Company’s acquisition
of the Chalk River License Application as described above, the Company is now concurrently advancing KRONOS MMRTM construction,
demonstration and regulatory activities in both the U.S. and Canada through the Chalk River Project and through the Company’s collaboration
with the University of Illinois Urbana-Champaign. The Company believes this dual track approach could facilitate regulatory licensing
activities in both the U.S. and Canada. The Company’s goal is to be the first company in the U.S. and Canada to build and gain
regulatory approval for a full scale modular microreactor, with the ultimate goal of deploying and operating KRONOS MMRTM
reactors across North America and, in time, globally.
On
October 22, 2025, the Company issued a press release regarding the closing of the GFPL Transaction. Such press release is filed as Exhibit
99.1 hereto and is incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Exhibit |
| 99.1 |
|
Press release of the Company, dated October 22, 2025, regarding the Company’s acquisition of GFPL. |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
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.
| Dated:
October 22, 2025 |
NANO
Nuclear Energy Inc. |
| |
|
|
| |
By: |
/s/
Jaisun Garcha |
| |
Name:
|
Jaisun
Garcha |
| |
Title: |
Chief
Financial Officer |
