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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): May 22, 2024
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
8.01 Other Events.
As
previously reported, on May 10, 2024, Nano Nuclear Energy Inc. (the “Company”) consummated its initial public offering
(the “Offering”) of an aggregate of 2,562,500 shares of the Company’s common stock, par value $0.0001 per share
(the “Common Stock”) at a price of $4.00 per share, generating gross proceeds of $10,250,000. In connection with the
Offering, the Company granted the lead managing underwriter an option (“Over-allotment Option”), exercisable for 30
days from May 7, 2024, to purchase up to an additional 384,375 shares of Common Stock (the “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 Over-allotment Option in full, and on May 22, 2024, the closing of the purchase of the Over-Allotment
Shares occurred, generating gross proceeds to the Company of $1,537,500 and net proceeds of approximately $1,414,500.
On
May 22, 2024, the Company issued a press release announcing the full exercise and closing of the Over-Allotment Option. A copy of the
press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
The
following exhibits are being filed herewith:
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:
May 22, 2024 |
Nano
Nuclear Energy Inc. |
|
|
|
|
By: |
/s/
James Walker |
|
Name:
|
James
Walker |
|
Title: |
Chief
Executive Officer |
Exhibit
99.1
NANO
Nuclear Energy Announces Closing of Full Over-Allotment Option from Initial Public Offering
New
York, N.Y., May 22, 2024 — NANO Nuclear Energy Inc. (NASDAQ: NNE) (“NANO Nuclear”), an emerging vertically integrated
microreactor and advanced nuclear technology company led by a world-class nuclear engineering team developing proprietary, portable,
and clean energy solutions, is pleased to announce the closing today of the sale of an additional 384,375 shares of its common stock
at $4.00 per share pursuant to the full exercise of underwriter’s over-allotment option granted in connection with the NANO Nuclear’s
initial public offering which closed on May 10, 2024.
The
gross proceeds from NANO Nuclear’s initial public offering, inclusive of the full over-allotment exercise, before deducting underwriting
discounts and commissions and other offering expenses, were approximately $11,787,500, and net proceeds were approximately $10,460,560.
NANO
Nuclear’s common stock is traded on the Nasdaq Capital Market under the symbol “NNE”.
NANO
Nuclear believes that it is the first U.S. publicly listed company focusing on the design and development of portable, nuclear microreactors.
According to the U.S. Department of Energy, microreactor designs vary, but most are designed to
produce 1 to 20 megawatts of thermal energy that could be used directly as heat or converted to electric power. NANO Nuclear’s
current microreactor designs are for reactors that would produce 1 to 5 megawatts. In addition, unlike other small or micro nuclear
reactor companies, NANO Nuclear is seeking to become diversified and vertically integrated with multiple potential streams of revenue,
including microreactor development, nuclear fuel fabrication and nuclear fuel transportation.
NANO
Nuclear intends to use the net proceeds from its initial public offering to continue the research and development of its proprietary
microreactor designs, ‘ZEUS’ and ‘ODIN’; advance its exclusive patented license to transport commercial quantities
of HALEU fuel needed for the future of the advanced nuclear industry; develop a domestic source for a High-Assay, Low-Enriched Uranium
(HALEU) fuel fabrication pipeline for NANO Nuclear’s own microreactors and the broader advanced nuclear reactor industry, as well
as general corporate purposes and working capital.
The
Benchmark Company, LLC acted as the sole book-running representative for the offering. Ellenoff Grossman & Schole LLP acted as counsel
to NANO Nuclear. Lucosky Brookman LLP acted as counsel to The Benchmark Company. Withum Smith+Brown PC are NANO Nuclear’s registered
independent auditors.
A
registration statement relating to NANO Nuclear’s initial public offering was filed with the Securities and Exchange Commission
and was declared effective on May 6, 2024. This registration statement can be obtained by visiting the SEC website at www.sec.gov.
Please see such registration statement for additional information regarding NANO Nuclear.
This
press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, 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 emerging, advanced technology-driven nuclear energy company seeking to become a commercially
focused, diversified, and vertically integrated company across four business lines: (i) cutting edge portable microreactor technology,
(ii) nuclear fuel fabrication, (iii) nuclear fuel transportation and (iv) nuclear industry consulting services. NANO Nuclear believes
it is the first nuclear microreactor company to be listed publicly in the U.S.
Led
by a world-class nuclear engineering team, NANO Nuclear’s products in technical development are “ZEUS”, a solid core
battery reactor, and “ODIN”, a low-pressure coolant reactor, each representing advanced developments in clean energy solutions
that are portable, 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.
For
more corporate information please visit: https://NanoNuclearEnergy.com/
PLEASE
FOLLOW OUR SOCIAL MEDIA PAGES HERE:
NANO
Nuclear Energy TWITTER
NANO
Nuclear Energy LINKEDIN
NANO
Nuclear Energy YOUTUBE
Cautionary
Note Regarding Forward Looking Statements
This
news release and statements of NANO Nuclear’s management in connection with this news release or related events 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”, “seek,” “could”, “would” or “may” and other words of similar meaning.
These forward-looking statements (including statements regarding our business plans and objectives as described herein) 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 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) the early-stage nature
of our company and the significant time and funding it will take to reach the regulatory approval and revenue generating stages; (ii)
risks related to our U.S. Department of Energy (“DOE”) nuclear fuel manufacturing submission and the development of new or
advanced technology, including difficulties with design and testing, cost overruns, 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
commercially deploy a competitive advanced nuclear microreactor technology, (iv) risks related to the impact of government regulation
and policies including by the DOE and the U.S. Nuclear Regulatory Commission; and similar risks and uncertainties associated with the
business of an early-stage up business operating a highly regulated industry. These risk factors may not constitute all factors that
could cause actual results to differ from those discussed in any forward-looking statement. Also, these
and other risks concerning our programs and operations are described in additional detail in our Registration Statement on Form S-1,
which was declared effective on May 6, 2024, and our other SEC filings, which can be accessed at https://www.sec.gov and
our website at https://ir.nanonuclearenergy.com/financial-information/sec-filings.
Accordingly, readers are cautioned not to place undue reliance on these forward-looking statements, which apply only as of the
date of this news release, and all forward-looking statements should not be relied upon as a predictor of actual results. We do not undertake
and expressly disclaim any obligation 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.
For
further information, please contact:
Email: |
IR@NANONuclearEnergy.com
|
Business Tel: (212) 634-9206
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