$NANO Nuclear Energy (NNE.US)$ Main executive office address...

$NANO Nuclear Energy (NNE.US)$ Principal executive offices address, including postal code)

Registrant's phone number, including area code: (212) 634-9206

Does not apply

(Former name or former address, if changed since the 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)
     
☐ Material request in accordance with Exchange Act Rule 14a-12 (17 CFR 240.14a-12).
     
☐ Pre-commencement communications pursuant to Exchange Act Rule 14d-2(b) (17 CFR 240.14d-2(b)).
     
☐ Pre-commencement communications pursuant to Exchange Act Rule 13e-4(c) (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, $0.0001 par value per share NNE The Nasdaq Stock Market LLC
 

Indicate by check mark whether the registrant is a shell 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 it is an emerging growth company, indicate with a check mark if the registrant has elected not to use the extended transition period to comply with the new or revised financial accounting standards provided in Section 13(a) of the Exchange Act. ☐

Item 8.01 Other events.

As previously reported, on October 25, 2024, NANO Nuclear Energy Inc. (the “Company”) completed a firm commitment underwritten public offering (the “Offer”) of units of the Company, consisting of a total of 2,117,646 ordinary shares of the Company, with a nominal value of $0.0001 per share (the “Ordinary Shares”) and 2,117,646 2024 B Ordinary Share purchase warrants to purchase up to 1,058,823 ordinary shares (the “Warrants”) at an offer price of $17.00 per unit (the “Offer Price”), generating gross proceeds of approximately $36 million, less subscription discounts and other offering expenses.

In connection with the Offer, the Company granted the lead underwriter an over-allotment option (“Over-allotment Option”), exercisable for 30 days from October 25, 2024, to purchase up to an additional 317,646 ordinary shares (the “Over-allotment Shares”) and/or 317,646 warrants to purchase up to 158,823 ordinary shares (the “Over-allotment Warrants”) of the Company at the Offer Price, less subscription discounts and other offering expenses, to cover over-allotments in the Offer.

On October 23, 2024, the subscriber exercised the entire Over-allotment Option for the Over-allotment Warrants (option closed on October 25, 2024 for a nominal consideration). On October 28, 2024, the subscriber exercised the Over-allotment Option in full with respect to the Over-allotment Shares, and on October 29, 2024, the closing of the purchase of the Over-allotment Shares occurred, generating gross proceeds for the Company of approximately $5.4 million and net proceeds of approximately $4.9 million.

As a result of the full exercise of the Over-allotment Option, the total gross proceeds for the Company from the Offer