NANO Nuclear Energy (NNE) Files to Offer Common Stock and Warrant

NANO Nuclear Energy (NASDAQ: NNE) disclosed:

We are offering, on an underwritten, firm commitment basis, 1,398,602 units (the “Units”), with each Unit consisting of one (1) share of common stock and a 2024 B warrant to purchase up to one-half (0.5) of a share of common stock (the “Warrant”, or collectively, the “Warrants”) based on an assumed offering price of $21.45 per Unit, which was the last reported sale price of our common stock on the Nasdaq Capital Market (or Nasdaq) on October 16, 2024. We do not intend to apply for listing of the Warrants on any national securities exchange or other trading market, and we do not believe any such market will develop. Therefore, the liquidity of the Warrants will be limited and should be considered illiquid. The Units have no stand-alone rights and will not be certificated or issued as stand-alone securities. The shares of common stock and the Warrants underlying the Units are immediately separable and will be issued separately in this offering. The Warrants will have an exercise price of $[_____] per whole share and will be exercisable from the initial issuance date until they expire on the five-year anniversary of the original issuance date. The assumed offering price and related share numbers used throughout this prospectus have been included for illustration purposes only. The actual offering price may differ materially from the assumed price used in the prospectus and will be determined by negotiations between us and the representative of the underwriters and may not be indicative of prices that will prevail in the trading market.

This offering also relates to the shares of common stock issuable upon exercise of the Warrants sold in this offering. The shares of common stock can each be purchased in this offering only with the accompanying Warrants (other than pursuant to the underwriter’s warrant to purchase additional shares of common stock as part of the Units).

Our common stock is listed on Nasdaq under the symbol “NNE”. On October 16, 2024, the last reported sales price of a share of our common stock on Nasdaq was $21.45.

We are an emerging growth company under the Jumpstart Our Business Startups Act of 2012 and a “smaller reporting company” as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended, and, as such, may elect to comply with certain reduced public company reporting requirements for this prospectus and future filings. See “Summary — Implications of Being an Emerging Growth Company” and “Summary — Implications of Being a Smaller Reporting Company.”

Investing in our common stock is speculative and involves a high degree of risk. Before making any investment decision, you should carefully review and consider all the information in this prospectus, including the risks and uncertainties described under “Risk Factors” beginning on page 16.

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Per Unit Total
Public offering price $ $
Underwriting discounts(1) $ $
Proceeds to us, before expenses(2) $ $

(1) Represents underwriting discounts equal to (i) seven percent (7%) per Unit (or $[_____] per Unit), which is the underwriting discounts we have agreed to pay to the underwriters.
(2) Does not include a non-accountable expense allowance equal to one percent (1%) of the gross proceeds of this offering, payable to the representative of the underwriters, or the reimbursement of certain expenses of the underwriters. We have also agreed to issue warrants to the representative of the underwriters to purchase a number of shares of common stock equal to seven percent (7%) of the total number of shares of common stock included as part of the Units sold in this offering at an exercise price equal to one hundred and twenty-five percent (125%) of the public offering price of the Units sold in this offering. For a description of the other terms of compensation to be received by the underwriters, see “Underwriting.”

We have granted a 30-day option to the representative of the underwriters to purchase up to an additional 209,790 shares of common stock and/or additional Warrants to purchase up to 104,895 shares of common stock solely to cover over-allotments, if any. If the representative of the underwriters exercises the option in full, the total underwriting discounts will be approximately $2,415,000 and the additional proceeds to us, before expenses, from the over-allotment option exercise will be approximately $4,140,000.

The underwriters expect to deliver the Units to purchasers on or about [●], 2024.

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