Cover
Cover | 6 Months Ended |
Mar. 31, 2024 | |
Entity Addresses [Line Items] | |
Document Type | S-1 |
Amendment Flag | false |
Entity Registrant Name | NANO NUCLEAR ENERGY INC. |
Entity Central Index Key | 0001923891 |
Entity Tax Identification Number | 88-0861977 |
Entity Incorporation, State or Country Code | NV |
Entity Address, Address Line One | 10 Times Square |
Entity Address, Address Line Two | 30th Floor |
Entity Address, City or Town | New York |
Entity Address, State or Province | NY |
Entity Address, Postal Zip Code | 10018 |
City Area Code | (212) |
Local Phone Number | 634-9206 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Elected Not To Use the Extended Transition Period | false |
Business Contact [Member] | |
Entity Addresses [Line Items] | |
Entity Address, Address Line One | 10 Times Square |
Entity Address, Address Line Two | 30th Floor |
Entity Address, City or Town | New York |
Entity Address, State or Province | NY |
Entity Address, Postal Zip Code | 10018 |
City Area Code | (212) |
Local Phone Number | 634-9206 |
Contact Personnel Name | Nano Nuclear Energy Inc. |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2024 | Sep. 30, 2023 | Sep. 30, 2022 |
Current assets: | |||
Cash | $ 5,955,028 | $ 6,952,795 | $ 2,129,999 |
Prepaid expenses | 634,977 | 205,857 | 117,448 |
Total current assets | 6,590,005 | 7,158,652 | 2,247,447 |
Deferred offering costs | 130,000 | 75,000 | |
Deposits | 235,235 | ||
Right of use asset | 1,914,778 | ||
Total assets | 8,870,018 | 7,233,652 | 2,247,447 |
Current liabilities: | |||
Accounts payable and accrued liabilities | 299,508 | 190,005 | 102,771 |
Lease liability, current | 280,951 | ||
Total current liabilities | 605,459 | 225,005 | |
Lease liability, non-current | 1,628,591 | ||
Total liabilities | 2,234,050 | 225,005 | 137,771 |
Mezzanine Equity | |||
Common stock subject to possible redemption | 5,000,000 | ||
Stockholders’ Equity | |||
Preferred stock value | |||
Common stock value | 2,601 | 2,319 | 2,050 |
Additional paid-in capital | 16,907,165 | 9,288,553 | 3,139,450 |
Accumulated deficit | (10,273,798) | (7,282,225) | (1,031,824) |
Total stockholders’ equity | 6,635,968 | 2,008,647 | 2,109,676 |
Total liabilities, mezzanine equity, and stockholders’ equity | 8,870,018 | 7,233,652 | 2,247,447 |
Related Party [Member] | |||
Current liabilities: | |||
Due to related parties | $ 25,000 | $ 35,000 | $ 35,000 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2024 | Sep. 30, 2023 | Sep. 30, 2022 |
Statement of Financial Position [Abstract] | |||
Treasury stock common shares | 0 | 2,000,000 | |
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 25,000,000 | 100,000,000 | 100,000,000 |
Preferred stock, shares issued | 0 | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 275,000,000 | 100,000,000 | 100,000,000 |
Common stock, shares issued | 26,007,013 | 23,184,869 | 20,501,500 |
Common stock, shares outstanding | 26,007,013 | 23,184,869 | 20,501,500 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) | 3 Months Ended | 6 Months Ended | 8 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | |
Operating expenses | ||||||
General and administrative | $ 1,423,309 | $ 1,127,534 | $ 2,252,205 | $ 1,683,973 | $ 919,520 | $ 4,749,395 |
Research and development | 290,539 | 392,900 | 810,555 | 520,606 | 140,304 | 1,534,000 |
Loss from operations | 1,713,848 | 1,520,434 | 3,062,760 | 2,204,579 | (1,059,824) | (6,283,395) |
Other income | 36,220 | 71,187 | 28,000 | 32,994 | ||
Net loss | $ (1,677,628) | $ (1,520,434) | $ (2,991,573) | $ (2,204,579) | $ (1,031,824) | $ (6,250,401) |
Net loss per share of common stock: | ||||||
Basic | $ (0.07) | $ (0.07) | $ (0.13) | $ (0.10) | $ (0.06) | $ (0.28) |
Diluted | $ (0.07) | $ (0.07) | $ (0.13) | $ (0.10) | $ (0.06) | $ (0.28) |
Weighted-average shares of common stock outstanding: | ||||||
Basic | 23,861,244 | 22,307,508 | 23,521,208 | 21,747,734 | 16,554,191 | 22,389,627 |
Diluted | 23,861,244 | 22,307,508 | 23,521,208 | 21,747,734 | 16,554,191 | 22,389,627 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Mezzanine Equity and Stockholders' Equity - USD ($) | Mezzanine Equity [Member] | Common Stock [Member] | Stock Subscriptions [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Mezzanine Equity, Balance, shares at Feb. 07, 2022 | ||||||
Mezzanine Equity, Balance at Feb. 07, 2022 | ||||||
Permanent Equity, Balance at Feb. 07, 2022 | ||||||
Permanent Equity, Balance, shares at Feb. 07, 2022 | ||||||
Common stock issuances | $ 1,982 | 2,749,518 | 2,751,500 | |||
Common stock issuances, shares | 19,826,500 | |||||
Equity-based compensation | $ 68 | 389,932 | 390,000 | |||
Equity-based compensation, shares | 675,000 | |||||
Net loss | (1,031,824) | (1,031,824) | ||||
Mezzanine Equity, Balance, shares at Sep. 30, 2022 | ||||||
Mezzanine Equity, Balance at Sep. 30, 2022 | ||||||
Permanent Equity, Balance at Sep. 30, 2022 | $ 2,050 | 3,139,450 | (1,031,824) | 2,109,676 | ||
Permanent Equity, Balance, shares at Sep. 30, 2022 | 20,501,500 | |||||
Common stock issuances | $ 182 | 1,820,187 | 1,820,369 | |||
Common stock issuances, shares | 1,820,369 | |||||
Equity-based compensation | $ 9 | 669,475 | 669,484 | |||
Equity-based compensation, shares | 85,000 | |||||
Net loss | (2,204,579) | (2,204,579) | ||||
Permanent Equity, Balance at Mar. 31, 2023 | $ 2,241 | 5,629,112 | (3,236,403) | 2,394,950 | ||
Permanent Equity, Balance, shares at Mar. 31, 2023 | 22,406,869 | |||||
Mezzanine Equity, Balance, shares at Sep. 30, 2022 | ||||||
Mezzanine Equity, Balance at Sep. 30, 2022 | ||||||
Permanent Equity, Balance at Sep. 30, 2022 | $ 2,050 | 3,139,450 | (1,031,824) | 2,109,676 | ||
Permanent Equity, Balance, shares at Sep. 30, 2022 | 20,501,500 | |||||
Common stock issuances | $ 5,000,000 | $ 260 | 3,765,109 | 3,765,369 | ||
Common stock issuances, shares | 2,000,000 | 2,598,369 | ||||
Equity-based compensation | $ 9 | 2,383,994 | 2,384,003 | |||
Equity-based compensation, shares | 85,000 | |||||
Net loss | (6,250,401) | (6,250,401) | ||||
Mezzanine Equity, Balance, shares at Sep. 30, 2023 | 2,000,000 | |||||
Mezzanine Equity, Balance at Sep. 30, 2023 | $ 5,000,000 | 5,000,000 | ||||
Permanent Equity, Balance at Sep. 30, 2023 | $ 2,319 | 9,288,553 | (7,282,225) | 2,008,647 | ||
Permanent Equity, Balance, shares at Sep. 30, 2023 | 23,184,869 | |||||
Permanent Equity, Balance at Dec. 31, 2022 | $ 2,214 | 4,737,155 | (1,715,969) | 3,023,400 | ||
Permanent Equity, Balance, shares at Dec. 31, 2022 | 22,099,369 | |||||
Common stock issuances | $ 27 | 307,473 | 307,500 | |||
Common stock issuances, shares | 307,500 | |||||
Equity-based compensation | 584,484 | 584,484 | ||||
Net loss | (1,520,434) | (1,520,434) | ||||
Permanent Equity, Balance at Mar. 31, 2023 | $ 2,241 | 5,629,112 | (3,236,403) | 2,394,950 | ||
Permanent Equity, Balance, shares at Mar. 31, 2023 | 22,406,869 | |||||
Permanent Equity, Balance at Sep. 30, 2023 | $ 2,319 | 9,288,553 | (7,282,225) | 2,008,647 | ||
Permanent Equity, Balance, shares at Sep. 30, 2023 | 23,184,869 | |||||
Common stock issuances | $ 82 | 2,466,355 | 2,466,437 | |||
Common stock issuances, shares | 822,144 | |||||
Mezzanine equity conversion | $ (5,000,000) | $ 200 | 4,999,800 | 5,000,000 | ||
Mezzanine equity conversion, shares | (2,000,000) | 2,000,000 | ||||
Equity-based compensation | 152,457 | 152,457 | ||||
Net loss | (2,991,573) | (2,991,573) | ||||
Mezzanine Equity, Balance, shares at Mar. 31, 2024 | ||||||
Mezzanine Equity, Balance at Mar. 31, 2024 | ||||||
Permanent Equity, Balance at Mar. 31, 2024 | $ 2,601 | 16,907,165 | (10,273,798) | 6,635,968 | ||
Permanent Equity, Balance, shares at Mar. 31, 2024 | 26,007,013 | |||||
Mezzanine Equity, Balance, shares at Dec. 31, 2023 | 2,000,000 | |||||
Mezzanine Equity, Balance at Dec. 31, 2023 | $ 5,000,000 | |||||
Permanent Equity, Balance at Dec. 31, 2023 | $ 2,319 | 2,106,437 | 9,288,553 | (8,596,170) | 2,801,139 | |
Permanent Equity, Balance, shares at Dec. 31, 2023 | 23,184,869 | |||||
Common stock issuances | $ 82 | (2,106,437) | 2,466,355 | 360,000 | ||
Common stock issuances, shares | 822,144 | |||||
Mezzanine equity conversion | $ (5,000,000) | $ 200 | 4,999,800 | 5,000,000 | ||
Mezzanine equity conversion, shares | (2,000,000) | 2,000,000 | ||||
Equity-based compensation | 152,457 | 152,457 | ||||
Equity-based compensation, shares | ||||||
Net loss | (1,677,628) | (1,677,628) | ||||
Mezzanine Equity, Balance, shares at Mar. 31, 2024 | ||||||
Mezzanine Equity, Balance at Mar. 31, 2024 | ||||||
Permanent Equity, Balance at Mar. 31, 2024 | $ 2,601 | $ 16,907,165 | $ (10,273,798) | $ 6,635,968 | ||
Permanent Equity, Balance, shares at Mar. 31, 2024 | 26,007,013 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) | 6 Months Ended | 8 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | |
OPERATING ACTIVITIES | ||||
Net loss | $ (2,991,573) | $ (2,204,579) | $ (1,031,824) | $ (6,250,401) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Equity-based compensation | 152,457 | 669,484 | 390,000 | 2,384,003 |
Amortization of right of use asset | 11,878 | |||
Change in assets and liabilities: | ||||
Prepaid expenses | (429,120) | 17,024 | (117,448) | (88,409) |
Deposits | (235,235) | |||
Accounts payable and accrued liabilities | 109,503 | (6,068) | 102,771 | 87,234 |
Due to related parties | (10,000) | 55,000 | 35,000 | |
Lease liability | (17,114) | |||
Net cash used in operating activities | (3,409,204) | (1,469,139) | (621,501) | (3,867,573) |
FINANCING ACTIVITIES | ||||
Proceeds from common stock issuances | 2,466,437 | 1,820,369 | 2,751,500 | 8,765,369 |
Payment of deferred offering costs | (55,000) | (50,000) | (75,000) | |
Net cash provided by financing activities | 2,411,437 | 1,770,369 | 2,751,500 | 8,690,369 |
Net increase in cash | (977,767) | 301,230 | 2,129,999 | 4,822,796 |
Cash, beginning of period | 6,952,795 | 2,129,999 | 2,129,999 | |
Cash, end of period | 5,955,028 | 2,431,229 | $ 2,129,999 | $ 6,952,795 |
Non-cash transactions: | ||||
Conversion from Mezzanine Equity to Stockholders’ Equity | (5,000,000) | |||
Inception of Right of Use Asset / Liability | $ 1,926,656 |
ORGANIZATION AND OPERATIONS AND
ORGANIZATION AND OPERATIONS AND BASIS OF PRESENTATION | 6 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
ORGANIZATION AND OPERATIONS AND BASIS OF PRESENTATION | 1. ORGANIZATION AND OPERATIONS AND BASIS OF PRESENTATION NANO Nuclear Energy Inc. (“NANO” or the “Company”) was incorporated under the laws of the state of Nevada on February 8, 2022 (“Inception”) and is headquartered in New York, New York. The Company is an early-stage nuclear energy company developing smaller, cheaper, and safer advanced portable clean energy solutions utilizing proprietary reactor designs, intellectual property and research methods. Currently in technical development are “ZEUS”, a solid core battery reactor and “ODIN”, a low-pressure coolant reactor, representing the Company’s first generation of portable, on-demand capable, advanced nuclear micro reactors. The Company envisions readily replaceable mobile reactors which it can provide to customers in several sectors, including data centers, artificial intelligence computer and quantum computing; crypto mining; military applications; disaster relief; transportation (including shipping); mining projects; water desalination and green hydrogen plants; and space exploration. Through its subsidiary, HALEU Energy Fuel Inc., the Company is also developing a domestic source for a High-Assay Low-Enriched Uranium (“HALEU”) fuel fabrication pipeline for the broader advanced nuclear reactor industry and providing fuel to power the Company’s microreactors. Further, through its subsidiary Advanced Fuel Transportation Inc., the Company is developing a high-capacity HALEU transportation product, capable of moving commercial quantities of HALEU fuel around North America. The Company also plans to offer nuclear service support and consultation services. These condensed consolidated interim financial statements include the accounts of the Company and its wholly-owned subsidiaries American Uranium Inc., HALEU Energy Fuel Inc., and Advanced Fuel Transportation Inc. Each of such subsidiaries is a Nevada corporation. As used herein, the term “Common Stock” refers to the common stock, $ 0.0001 par value per share, of the Company. Liquidity These condensed consolidated interim financial statements have been prepared on a going concern basis, which assumes the realization of assets and settlement of liabilities in the normal course of business. At March 31, 2024, the Company had working capital of $ 5,984,546 , net loss of $ 2,991,573 , accumulated deficit of $ 10,273,798 and negative cash flows from operations of $ 3,409,204 . At September 30, 2023, the Company had working capital of $ 6,933,647 , net loss of $ 6,250,401 , accumulated deficit of $ 7,282,225 and negative cash flows from operations of $ 3,867,573 . The application of the going concern concept is dependent on the Company’s ability to receive continued financial support from its stakeholders and, ultimately, on the Company’s ability to generate profitable operations. Management is of the opinion that sufficient working capital is available to meet the Company’s liabilities and commitments as they come due at least for the next twelve months after the date the condensed consolidated interim financial statements are issued to conform to the going concern uncertainty period. In order to achieve the Company’s long-term strategy, the Company expects to raise additional equity contributions to support its growth. These unaudited condensed consolidated interim financial statements do not reflect any adjustments or reclassifications of assets and liabilities which would be necessary if the Company were unable to continue as a going concern. | ORGANIZATION AND OPERATIONS AND BASIS OF PRESENTATION NANO Nuclear Energy Inc. (“NANO” or the “Company”) was incorporated under the laws of the state of Nevada on February 8, 2022 (“Inception”) and is headquartered in New York, NY. The Company intends to progress its collaborative research projects towards development, rigs and models, zero-power reactors, and ultimately towards reactor manufacture and deployments. The Company envisions readily replaceable mobile reactors which it can provide to customers, along with operative personnel, to power projects, residential and commercial enterprises, and major development projects. The Company is committed to providing smaller, cheaper, and safer nuclear energy solutions for the future by incorporating the latest technology into its own proprietary novel reactor designs, intellectual properties, research methods and through its subsidiary, HALEU Energy Fuel Inc. The subsidiary will focus on the future development of a domestic source for a High-Assay Low-Enriched Uranium (HALEU) fuel fabrication pipeline for the broader advanced nuclear reactor industry and providing fuel to power the Company’s reactors. Currently in technical development are “ZEUS”, a Solid Core Battery Reactor and “ODIN”, a Low-Pressure Coolant Reactor, representing the Company’s first generation of portable, on-demand capable, advanced nuclear micro reactors. These consolidated financial statements include the accounts of the Company and its wholly-owned legal subsidiaries American Uranium Inc., which was incorporated in Nevada, HALEU Energy Fuel Inc., which was incorporated in Nevada and Advanced Fuel Transportation Inc., which was incorporated in Nevada. Liquidity These consolidated financial statements have been prepared on a going concern basis, which assumes the realization of assets and settlement of liabilities in the normal course of business. At September 30, 2023, the Company had working capital of $ 6,933,647 6,250,401 7,282,225 3,867,573 2,109,676 1,031,824 1,031,824 621,501 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Sep. 30, 2023 | |
Accounting Policies [Abstract] | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited interim condensed consolidated interim financial statements have been prepared in accordance with U.S. GAAP for interim financial reporting and the rules and regulations of the Securities and Exchange Commission (“SEC”). References to ASC and ASU included herein refer to the Accounting Standards Codification and Accounting Standards Update established by the Financial Accounting Standards Board (“FASB”) as the source of authoritative U.S. GAAP. All intercompany balances and transactions have been eliminated in consolidation. In management’s opinion, the unaudited interim condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements. They include all adjustments, consisting of only normal recurring adjustments, necessary for the fair statement of the Company’s financial position as of March 31, 2024, and its results of operations for the three and six months ended March 31, 2024 and 2023 and cash flows for the six months ended March 31, 2024 and 2023. The results for the three and six months ended March 31, 2024 are not necessarily indicative of the results expected for the year or any other periods. The condensed consolidated balance sheet as of September 30, 2023 has been derived from the Company’s audited financial statements. NANO NUCLEAR ENERGY INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS As of March 31, 2024 (Unaudited) Use of Estimates The preparation of condensed consolidated interim financial statements in conformity with GAAP requires management to make certain estimates, judgments and assumptions. The Company believes that the estimates, judgments and assumptions made when accounting for items and matters such as, but not limited to, equity-based compensation and contingencies are reasonable, based on information available at the time they are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities as of the date of the condensed consolidated interim financial statements, as well as amounts reported on the statements of operations during the periods presented. Actual results could differ from those estimates. Fair Value Measurement The Company measures certain financial assets and liabilities at fair value. Fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the Company uses a three-level hierarchy, which prioritizes fair value measurements based on the types of inputs used for the various valuation techniques (market approach, income approach and cost approach). The levels of hierarchy are described below: Level 1 – Quoted prices in active markets for identical instruments. Level 2 – Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets. Level 3 – Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. Financial assets and liabilities are classified in their entirety based on the most stringent level of input that is significant to the fair value measurement. The carrying amount of certain financial instruments, including prepaid expenses and accounts payable approximates fair value due to their short maturities. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash. The Company maintains its cash balances at a financial institution and such amounts exceeded federally insured limits at March 31, 2024 and September 30, 2023. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows. Prepaid Expenses Prepaid expenses primarily relate to payments made to consultants and vendors in advance of the service being provided. Leases The Company recognizes right-of-use (ROU) assets and lease liabilities for leases with terms greater than 12 months. Leases are classified as either finance or operating leases. This classification dictates whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. As of March 31, 2024, the Company has one short-term operating lease and one long-term operating lease. As of September 30, 2023, the Company had one short-term operating lease. Long-term leases (leases with initial terms greater than 12 months) are capitalized at the present value of the minimum lease payments not yet paid. The Company uses its incremental borrowing rate to determine the present value of the lease when the rate implicit in the lease is not readily determinable. Short-term leases (leases with an initial term of 12 months or less or leases that are cancelable by the lessee and lessor without significant penalties) are not capitalized but are expensed on a straight-line basis over the lease term. The Company’s short-term lease relates to office facilities which did not meet the criteria for capitalization as of March 31, 2024 and September 30, 2023. NANO NUCLEAR ENERGY INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS As of March 31, 2024 (Unaudited) Mezzanine Equity The Company recognized a tranche of shares of Common Stock as mezzanine equity since such shares were redeemable at the option of the holder, but not mandatorily redeemable. On March 30, 2024, the Company amended its subscription agreement with the holder of such shares to terminate the redemption right, which resulted in a conversion of such shares from mezzanine equity to stockholders’ equity. See Note 5 for further information. Equity-Based Compensation Equity-based compensation is measured using a fair value-based method for all equity-based awards. The cost of awarded equity instruments is recognized based on each instrument’s grant-date fair value over the period during which the award vests. Equity-based compensation is recorded as a general and administrative expense in the condensed consolidated statements of operations. Research and Development Research and Development (“R&D”) expenses represent costs incurred for designing and engineering products, including the costs of developing design tools. All research and development costs related to product development are expensed as incurred. Advertising Costs Advertising costs are expensed as incurred and are recognized as a component of general and administrative expenses on the consolidated statement of operations. Advertising costs expensed were approximately $ 434,800 and $ 608,600 for the three and six months ended March 31, 2024, respectively and $ 159,200 and $ 177,600 for the three and six months ended March 31, 2023, respectively. Legal Contingencies The Company is not presently involved in any legal proceedings. The Company records liabilities for losses from legal proceedings when it determines that it is probable that the outcome in a legal proceeding will be unfavorable, and the amount of loss can be reasonably estimated. Income Taxes Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets, including tax loss and credit carry forwards, and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is recorded when it is “more likely-than-not” that deferred tax assets will not be realized. On a regular basis, the Company evaluates the recoverability of deferred tax assets and the need for a valuation allowance. Such evaluations involve the application of significant judgment. The Company considers multiple factors in its evaluation of the need for a valuation allowance. The Company’s net deferred tax assets consist of assets related to net operating losses. The Company’s net operating losses and credits have an indefinite life for federal net operating losses (“NOLs”) generated through March 31, 2024. At March 31, 2024 and September 30, 2023, the Company recorded a full valuation allowance on its deferred tax assets in the amount of approximately $ 2,599,000 and $ 1,971,000 , respectively. The Company’s deferred tax assets consist primarily of net operating losses and research and development credits. The effective tax rate was 0.0% for the three and six months ended March 31, 2024 and 2023. The Company’s effective tax rate for the three and six months ended March 31, 2024 and 2023 differs from the federal statutory rate of 21% primarily due to a full valuation allowance against its net deferred tax assets where it is more likely than not that the deferred tax assets will not be realized. NANO NUCLEAR ENERGY INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS As of March 31, 2024 (Unaudited) Until an appropriate level of profitability is attained, the Company expects to maintain a full valuation allowance on its deferred tax assets. Any tax benefits or tax expense recorded on its consolidated statements of operations will be offset with a corresponding valuation allowance until such time that the Company changes its determination related to the realization of deferred tax assets. In the event that the Company changes its determination as to the amount of deferred tax assets that can be realized, the Company will adjust its valuation allowance with a corresponding impact to the provision for income taxes in the period in which such a determination is made. For uncertain tax positions that meet a “more likely-than-not” threshold, the Company recognizes the benefit of uncertain tax positions in the condensed consolidated interim financial statements. The Company’s practice is to recognize interest and penalties, if any, related to uncertain tax positions in income tax expense in the consolidated statements of operations. The Company’s 2023 tax returns remain subject to examination by taxing jurisdictions. At March 31, 2024 and September 30, 2023, the Company does not believe it has any uncertain tax positions that would require either recognition or disclosure in the accompanying condensed consolidated interim financial statements. Net Loss per Share Basic net income (loss) per share is computed by dividing net income (loss) attributable to the Company by the weighted average number of shares of Common Stock outstanding during the period. Diluted net income (loss) per share is computed based on the weighted average number of shares of Common Stock outstanding plus the effect of dilutive potential shares of Common Stock outstanding during the period. During the periods when there is a net loss, potentially dilutive shares of Common Stock are excluded from the calculation of diluted net loss per share as their effect is anti-dilutive. During the three and six months ended March 31, 2024 and 2023, there were no dilutive shares issued or outstanding. Operating Segments For the three and six months ended March 31, 2024 and 2023, the Company was managed as a single operating segment in accordance with the provisions in the Financial Accounting Standards Board (“FASB”) guidance on segment reporting, which establishes standards for, and requires disclosure of, certain financial information related to reportable operating segments and geographic regions. Furthermore, the Company determined that the Company’s Chairman and President is the Chief Operating Decision Maker as he is responsible for making decisions regarding the allocation of resources and assessing performance as well as for strategic operational decisions and managing the organization as a whole. Recent Accounting Pronouncements The Company considers the applicability and impact of all Accounting Standards Updates issued by the FASB. There are no accounting pronouncements which have been issued but are not yet effective that would have a material impact on our current condensed consolidated interim financial statements. | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The consolidated financial statements include the accounts of NANO and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make certain estimates, judgments and assumptions. The Company believes that the estimates, judgments and assumptions made when accounting for items and matters such as, but not limited to, equity-based compensation and contingencies are reasonable, based on information available at the time they are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities as of the date of the consolidated financial statements, as well as amounts reported on the statements of operations during the periods presented. Actual results could differ from those estimates. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Fair Value Measurement The Company measures certain financial assets and liabilities at fair value. Fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the Company uses a three-level hierarchy, which prioritizes fair value measurements based on the types of inputs used for the various valuation techniques (market approach, income approach and cost approach). The levels of hierarchy are described below: Level 1 – Quoted prices in active markets for identical instruments. Level 2 – Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets. Level 3 – Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. Financial assets and liabilities are classified in their entirety based on the most stringent level of input that is significant to the fair value measurement. The carrying amount of certain financial instruments, including prepaid expenses and accounts payable approximates fair value due to their short maturities. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash. The Company maintains its cash balances at a financial institution and such amounts exceeded federally insured limits at September 30, 2023 and 2022. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows. Prepaid Expenses Prepaid expenses primarily relate to payments made to consultants and vendors in advance of the service being provided. Leases The Company recognizes right-of-use assets and lease liabilities for leases with terms greater than 12 months. Leases are classified as either finance or operating leases. This classification dictates whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. As of September 30, 2023 and September 30, 2022, the Company has one short-term operating lease. Long-term leases (leases with initial terms greater than 12 months) are capitalized at the present value of the minimum lease payments not yet paid. The Company uses its incremental borrowing rate to determine the present value of the lease when the rate implicit in the lease is not readily determinable. Short-term leases (leases with an initial term of 12 months or less or leases that are cancelable by the lessee and lessor without significant penalties) are not capitalized but are expensed on a straight-line basis over the lease term. The Company’s short-term lease relates to office facilities which did not meet the criteria for capitalization as of September 30, 2023 and September 30, 2022. Mezzanine Equity The Company recognized a tranche of common shares as mezzanine equity since those common shares may be redeemed at the option of the holder, but is not mandatorily redeemable. Equity-Based Compensation Equity-based compensation is measured using a fair value-based method for all equity-based awards. The cost of awarded equity instruments is recognized based on each instrument’s grant-date fair value over the period during which the award vests. Equity-based compensation is recorded as a general and administrative expense in the statements of operations. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Research and Development Research and Development (“R&D”) expenses represent costs incurred for designing and engineering products, including the costs of developing design tools. All research and development costs related to product development are expensed as incurred. Advertising Costs Advertising costs are expensed as incurred and are recognized as a component of general and administrative expenses on the consolidated statement of operations. Advertising costs expensed were approximately $ 483,500 13,360 Legal Contingencies The Company is not presently involved in any legal proceedings. The Company records liabilities for losses from legal proceedings when it determines that it is probable that the outcome in a legal proceeding will be unfavorable, and the amount of loss can be reasonably estimated. Income Taxes Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets, including tax loss and credit carry forwards, and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is recorded when it is “more likely-than-not” that deferred tax assets will not be realized. On a regular basis, the Company evaluates the recoverability of deferred tax assets and the need for a valuation allowance. Such evaluations involve the application of significant judgment. The Company considers multiple factors in its evaluation of the need for a valuation allowance. The Company’s net deferred tax assets consist of assets related to net operating losses. The Company’s net operating losses and credits have an indefinite life for federal net operating losses (“NOLs”) generated through September 30, 2023. At September 30, 2023 and 2022, the Company has recorded a full valuation allowance on its deferred tax assets in the amount of approximately $ 1,971,000 281,000 0.0% 21% Until an appropriate level of profitability is attained, the Company expects to maintain a full valuation allowance on its deferred tax assets. Any tax benefits or tax expense recorded on its consolidated statements of operations will be offset with a corresponding valuation allowance until such time that the Company changes its determination related to the realization of deferred tax assets. In the event that the Company changes its determination as to the amount of deferred tax assets that can be realized, the Company will adjust its valuation allowance with a corresponding impact to the provision for income taxes in the period in which such a determination is made. For uncertain tax positions that meet a “more likely-than-not” threshold, the Company recognizes the benefit of uncertain tax positions in the consolidated financial statements. The Company’s practice is to recognize interest and penalties, if any, related to uncertain tax positions in income tax expense in the consolidated statements of operations. The Company’s 2023 tax returns remain subject to examination by taxing jurisdictions. At September 30, 2023 and 2022, the Company does not believe it has any uncertain tax positions that would require either recognition or disclosure in the accompanying consolidated financial statements. Net Loss per Share Basic net income (loss) per share is computed by dividing net income (loss) attributable to the Company by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per share is computed based on the weighted average number of shares of common stock outstanding plus the effect of dilutive potential shares of common stock outstanding during the period. During the periods when there is a net loss, potentially dilutive shares of common stock are excluded from the calculation of diluted net loss per share as their effect is anti-dilutive. During the year ended September 30, 2023, there were no dilutive shares issued or outstanding. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Operating Segments For the year ended September 30, 2023, the Company was managed as a single operating segment in accordance with the provisions in the Financial Accounting Standards Board (“FASB”) guidance on segment reporting, which establishes standards for, and requires disclosure of, certain financial information related to reportable operating segments and geographic regions. Furthermore, the Company determined that the Company’s Chairman and President is the Chief Operating Decision Maker as he is responsible for making decisions regarding the allocation of resources and assessing performance as well as for strategic operational decisions and managing the organization as a whole. Recent Accounting Pronouncements The Company considers the applicability and impact of all Accounting Standards Updates issued by the FASB. There are no accounting pronouncements which have been issued but are not yet effective that would have a material impact on our current consolidated financial statements. |
OTHER INCOME
OTHER INCOME | 6 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Sep. 30, 2023 | |
Other Income and Expenses [Abstract] | ||
OTHER INCOME | 3. OTHER INCOME During the three and six months ended March 31, 2024, the Company earned interest income of $ 36,220 and $ 71,187 on its cash held at a financial institution. During the three and six months ended March 31, 2023, the Company did not earn any interest income. | 3. OTHER INCOME During the year ended September 30, 2023, the Company earned interest income of $ 32,994 28,000 |
RELATED PARTIES
RELATED PARTIES | 6 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Sep. 30, 2023 | |
Related Party Transactions [Abstract] | ||
RELATED PARTIES | 4. RELATED PARTIES At March 31, 2024 and September 30, 2023, the Company had amounts due to related parties of $ 25,000 and $ 35,000 , respectively. The amounts due at March 31, 2024 and September 30, 2023 corresponded to unpaid amounts due to officers and directors for services rendered during the six months ended March 31, 2024 and during the year ended September 30, 2023. The aggregate compensation paid, or payable, to officers and directors during the three months ended March 31, 2024 and 2023 were $ 105,000 and $ 115,000 , respectively, and during the six months ended March 31, 2024 and 2023 were $ 290,000 and $ 205,000 , respectively, which are included in the condensed consolidated statements of operations under general and administrative expenses. NANO NUCLEAR ENERGY INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS As of March 31, 2024 (Unaudited) | 4. RELATED PARTIES At September 30, 2023 and September 30, 2022 the Company had amounts due to related parties of $ 35,000 35,000 225,000 90,000 90,000 25,000 25,000 80,000 15,000 30,000 10,000 5,000 |
EQUITY
EQUITY | 6 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Sep. 30, 2023 | |
Equity [Abstract] | ||
EQUITY | 5. EQUITY The Company is authorized to issue 275,000,000 shares of Common Stock and 25,000,000 shares of preferred stock, with a par value of $ 0.0001 per share. No shares of preferred stock were outstanding during the periods presented. Holders of Common Stock are entitled to one vote per share . Issuance of Common Stock for Cash Incorporation Upon incorporation of the Company, 10,000,000 shares of Common Stock were issued to the Company’s founder and president for proceeds of $ 50,000 . Seed Round The Company’s initial round of private financing (the “Seed Round”) began in March 2022 and ended in April 2022. During the period from Inception through September 30, 2022, the Company sold 7,500,000 shares of Common Stock at a price of $ 0.05 per share for proceeds of $ 375,000 as part of the Seed Round. Angel Round The Company’s second round of private financing (the “Angel Round”) began in April 2022 and ended in February 2023. During the period from Inception to September 30, 2022, the Company sold 2,326,500 shares of Common Stock at a price of $ 1.00 per share for proceeds of $ 2,326,500 as part of the Angel Round. During the year ended September 30, 2023, the Company sold 1,820,369 shares of Common Stock at a price of $ 1.00 per share for proceeds of $ 1,820,369 as part of the Angel Round. Series A Round The Company’s third round of private financing (the “Series A Round”) began in April 2023 and ended in June 2023. During the year ended September 30, 2023, the Company sold 778,000 shares of Common Stock at a price of $ 2.50 per share for proceeds of $ 1,945,000 as part of the Series A Round. Series B Round The Company’s fourth round of private financing (the “Series B Round”) began in December 2023 and ended in January 2024. As of December 31, 2023, the Company received $ 2,106,437 in subscriptions as part of the Series B Round, and in January 2024, the Company received $ 360,000 in subscriptions. In January 2024, the Company sold and issued 822,144 shares of Common Stock at a price of $ 3.00 per share for gross proceeds of $ 2,466,437 to close the Series B Round. Mezzanine Equity Pursuant to the terms of a subscription agreement (the “Put Right Subscription Agreement”) signed by the Company during the year ended September 30, 2023 as part of the Series A Round, a subscriber (the “Subscriber”) purchased 2,000,000 shares of Common Stock (the “Put Shares”) for $ 2.50 per share or $ 5,000,000 (the “Purchase Price”). The Put Right Subscription Agreement included a right (the “Put Right”) which entitled the Subscriber to elect to sell to the Company any part or all of the Put Shares acquired if: (a) the Company’s initial public offering registration statement (“IPO Registration Statement”) was not declared effective by the SEC by December 31, 2023; (b) the Company committed a material breach of the Agreement and either that breach was not capable of being remedied or, if capable of remedy, the Company did not remedy that breach as soon as possible and in any event within 30 business days of its receipt of a notice from the Subscriber requiring the Company to remedy that breach. NANO NUCLEAR ENERGY INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS As of March 31, 2024 (Unaudited) ASC 480-10-S99-3A provides guidance on the classification and measurement of redeemable securities, which requires classification in temporary equity of securities redeemable for cash or other assets if they are redeemable under certain conditions. One of these conditions is the occurrence of an event that is not solely within the control of the issuer. This condition was applicable up to March 30, 2024, as the Subscriber could have exercised the Put Option and required the Company to redeem the Put Shares since the IPO Registration Statement was not declared effective by the SEC by December 31, 2023. This process involved a significant number of third parties and the SEC’s declaration of effectiveness was ultimately within the SEC’s control. Therefore, this contingently redeemable feature was not considered to be within the control of the Company and was classified within Mezzanine Equity on the accompanying consolidated balance sheet at September 30, 2023. On March 30, 2024, the Subscriber terminated the Put Option at the request of the Company and the amount within Mezzanine Equity was converted to Stockholders’ Equity. Equity-Based Compensation Issuance of Common Stock for Consulting fees During the six months ended March 31, 2023, the Company issued to two consultants an aggregate of 85,000 shares of Common Stock with an aggregate fair value of $ 85,000 , which represents equity-based compensation and is recorded within operating expenses. The fair value of shares is determined by the value of services rendered as indicated in the corresponding consulting agreements and by reference to recent cash sales of Common Stock to third parties. Stock Based Compensation On February 10, 2023, and on June 7, 2023, the Company adopted two distinct stock option plans which are referred to individually, as the 2023 Stock Option Plan #1 and the 2023 Stock Option Plan #2; (collectively, the “2023 Stock Option Plans”). There are 3,370,352 shares available for issuance under the 2023 Stock Option Plan #1, and the maximum number of shares available under the plan may increase on an annual basis on the anniversary date of this option plan if the total number of stock options issued under the 2023 Stock Option Plans is less than 15% of the number of issued shares of Common Stock. There are 1,758,460 shares of Common Stock available for issuance under the 2023 Stock Option Plan #2, and the maximum number of shares available under the plan may increase on a quarterly basis if the total number of stock options issued under the 2023 Stock Option Plans is less than 15% of the number of issued shares of Common Stock. The plans are otherwise substantially similar in their substance. During the three months ended March 31, 2024, the Company issued 125,000 fully vested stock options exercisable at $ 3.00 per common share with expiry on March 13, 2027. The 125,000 options were valued at $ 152,457 based on a Black-Scholes valuation with the following assumptions (Risk-free interest rate: 4.37% ; expected life of options: 1.5 years; estimated volatility: 82.5% ; dividend rate: 0% ). During the year ended September 30, 2023, the Company issued 2,050,000 fully vested stock options under Stock Option Plan #1 exercisable at $ 1.50 per common share with expiry on February 10, 2026, issued 1,450,000 fully vested stock options under Stock Option Plan #2 and 200,000 fully vested stock options which are not governed by the Company’s 2023 Stock Option Plans that are exercisable at $ 3.00 per common share with expiry on June 7, 2026, and issued 247,000 fully vested stock options under Stock Option Plan #2 and 60,000 fully vested stock options which are not governed by the Company’s 2023 Stock Option Plans that are exercisable at $ 3.00 per common share with expiry on August 30, 2026. The 2,050,000 options were valued at $ 584,484 based on a Black-Scholes valuation with the following assumptions (Risk-free interest rate: 4.19% ; expected life of options: 1.5 years; estimated volatility: 82.5% ; dividend rate: 0% ). The 1,450,000 and 200,000 options were valued at $ 1,444,530 based on a Black-Scholes valuation with the following assumptions (Risk-free interest rate: 4.21% ; expected life of options: 1.5 years; estimated volatility: 82.5% ; dividend rate: 0% ). The 247,000 and 60,000 options were valued at $ 269,989 based on a Black-Scholes valuation with the following assumptions (Risk-free interest rate: 4.57% ; expected life of options: 1.5 years; estimated volatility: 82.5% ; dividend rate: 0% ). During the six months ended March 31, 2024 and during the year ended September 30, 2023, the Company’s assumptions utilized in the Black-Scholes valuation were the following: (1) stock price based on recent sales of Common Stock to unrelated parties; (2) estimated the volatility of its underlying stock by using an average of the historical volatility of a group of comparable publicly traded companies; (3) expected dividend yield was calculated using historical dividend amounts; (4) risk-free rate is based on the United States Treasury yield curve in effect at the time of the grant; (5) expected term was estimated based on the vesting and contractual term of the stock option grant. NANO NUCLEAR ENERGY INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS As of March 31, 2024 (Unaudited) The weighted average grant date fair value of stock options issued during the three months ended March 31, 2024 was $ 1.22 per share. There was no remaining stock compensation expense to be recognized at March 31, 2024 as all options vested immediately upon grant. The weighted average grant date fair value of stock options issued during the year ended September 30, 2023 was $ 0.57 per share. There was no remaining stock compensation expense to be recognized at September 30, 2023 as all options vested immediately upon grant. During the three months ended March 31, 2023, the Company did no t issue stock options. Option Activity A summary of cumulative option activity under the 2023 Plan is as follows: SCHEDULE OF CUMULATIVE OPTION ACTIVITY Options outstanding Number of shares Weighted average Weighted average Aggregate Outstanding – September 30, 2023 4,007,000 $ 2.23 2.54 $ 2,004 Options granted 125,000 3.00 2.96 152 Outstanding – March 31, 2024 4,132,000 $ 2.23 2.54 $ 2,156 Vested during the period 125,000 $ 3.00 2.96 $ 152 Vested at end of period - $ - - $ - Exercisable at the end of period 4,132,000 $ 2.26 2.07 $ 2,156 NANO NUCLEAR ENERGY INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS As of March 31, 2024 (Unaudited) | 5. EQUITY The Company is authorized to issue 100,000,000 0.0001 100,000,000 0.0001 Issuance of Common Stock for Cash Incorporation Upon incorporation of the Company, 10,000,000 50,000 Seed Round The Seed Round began in March 2022 and ended in April 2022. During the period from Inception through September 30, 2022, the Company sold 7,500,000 0.05 375,000 Angel Round The Angel Round began in April 2022 and ended in February 2023. During period from Inception to September 30, 2022, the Company sold 2,326,500 1.00 2,326,500 1,820,369 1.00 1,820,369 5. EQUITY (Continued) Issuance of Common Stock for Cash (Continued) Series A Round The Series A Round began in April 2023 and ended in June 2023. During the year ended September 30, 2023, the Company sold 778,000 2.50 1,945,000 Series B Round Subsequent to September 30, 2023, the Company sold 822,144 3.00 2,466,437 Mezzanine Equity Pursuant to the terms of a subscription agreement (the “Agreement”) signed by the Company during the year ended September 30, 2023, a subscriber (the “Subscriber”) purchased 2,000,000 2.50 5,000,000 2.50 ASC 480-10-S99-3A provides guidance on the classification and measurement of redeemable securities, which requires classification in temporary equity of securities redeemable for cash or other assets if they are redeemable under certain conditions. One of these conditions is the occurrence of an event that is not solely within the control of the issuer. This condition is applicable as the Subscriber can exercise the Put Option and require the Company to redeem the shares of common stock if the Company’s IPO Registration Statement is not declared effective by the SEC by December 31, 2023. This process involves a significant number of third parties and the SEC’s declaration of effectiveness. Therefore, this contingently redeemable feature is not considered to be within the control of the Company and is classified within Mezzanine Equity on the accompanying consolidated balance sheet at September 30, 2023. As of January 30, 2024, the Subscriber has not exercised the Put Option. Equity-Based Compensation Issuance of Common Stock for Consulting fees During the year ended September 30, 2023, the Company issued to two consultants an aggregate of 85,000 85,000 675,000 390,000 Stock Based Compensation On February 10, 2023, the Company adopted the 2023 Stock Incentive Plan which provides for the grant of incentive stock options and non-qualified stock options to purchase a maximum of 4,974,760 During the year ended September 30, 2023, the Company issued 2,050,000 1.50 1,650,000 3.00 307,000 3.00 2,050,000 584,484 4.19% 1.5 82.5% 0% 1,650,000 1,444,530 4.21% 1.5 82.5% 0% 307,000 269,989 4.57% 1.5 82.5% 0% 5. EQUITY (Continued) Equity-Based Compensation (Continued) Stock Based Compensation (Continued) During the year ended September 30, 2023, the Company’s assumptions utilized in the Black-Scholes valuation were the following: 1) stock price based on recent sales of common stock to unrelated parties; 2) estimated the volatility of its underlying stock by using an average of the historical volatility of a group of comparable publicly traded companies; 3) expected dividend yield was calculated using historical dividend amounts; 4) risk-free rate is based on the United States Treasury yield curve in effect at the time of the grant; 5) expected term was estimated based on the vesting and contractual term of the stock option grant. The weighted average grant date fair value of stock options issued during the year ended September 30, 2023 was $ 0.57 no For the year ended September 30, 2023, $ 1,963,440 420,563 Option Activity A summary of cumulative option activity under the 2023 Plan is as follows: SCHEDULE OF CUMULATIVE OPTION ACTIVITY Options outstanding Weighted average Weighted average Aggregate Number of exercise price contractual term intrinsic value shares per share (in years) (in thousands) Outstanding – September 30, 2022 — $ — — $ — Options granted 2,050,000 1.50 3.00 1,025 Options granted 1,650,000 3.00 3.00 825 Options granted 307,000 3.00 3.00 154 Outstanding – September 30, 2023 4,007,000 $ 2.23 2.54 $ 2,004 Vested during the year 4,007,000 $ 2.23 3.00 $ 2,004 Vested at end of year 4,007,000 $ 2.23 2.54 $ 2,004 Exercisable at the end of the year 4,007,000 $ 2.23 2.54 $ 2,004 |
RIGHT-OF-USE ASSET AND LEASE LI
RIGHT-OF-USE ASSET AND LEASE LIABILITY | 6 Months Ended |
Mar. 31, 2024 | |
Right-of-use Asset And Lease Liability | |
RIGHT-OF-USE ASSET AND LEASE LIABILITY | 6. RIGHT-OF-USE ASSET AND LEASE LIABILITY As of March 31, 2024, the Company has one long-term operating lease for its corporate headquarters located at 10 Times Square, 30th Floor, New York, New York 10018. Lease components in the Company’s long-term operating lease are accounted for following the guidance in ASC 842 for the capitalization of long-term leases. At March 31, 2024, the lease liability is equal to the present value of the remaining lease payments, discounted using a borrowing rate based on similar debt. Lease activity for the three and six months ended March 31, 2024 and 2023, was as follows: Balance sheet information related to the Company’s leases is presented below: SCHEDULE OF BALANCE SHEET INFORMATION Operating leases: March 31, September 30, Operating right-of-use asset $ 1,914,778 $ — Operating lease liability, current 280,951 — Operating lease liability, long-term 1,628,591 — The following provides details of the Company’s lease expense: SCHEDULE OF LEASE EXPENSE Lease cost: 2024 2023 2024 2023 Three Months Ended Six Months Ended Lease cost: 2024 2023 2024 2023 Operating lease cost $ 28,369 $ — $ 28,369 $ — Other information related to leases is presented below: SCHEDULE OF OTHER INFORMATION RELATED TO LEASES 2024 2023 2024 2023 Cash paid for amounts included in the Three Months Ended Six Months Ended measurement of lease liabilities: 2024 2023 2024 2023 Operating cash outflows from operating leases $ 33,605 $ — $ 33,605 $ — March 31, Weighted-average discount rate – operating lease 13.5 % Weighted-average remaining lease term – operating lease (in years) 7.3 As of March 31, 2024, the expected annual minimum lease payments of the Company’s operating lease liabilities were as follows: SCHEDULE OF EXPECTED ANNUAL MINIMUM LEASE PAYMENTS For the Years Ended September 30, 2024 $ 100,815 2025 339,411 2026 418,508 2027 428,971 2028 439,695 Thereafter 1,306,255 Total future minimum lease payments, undiscounted 3,033,655 Less: Imputed interest for leases in excess of one year (1,124,113 ) Present value of future minimum lease payments 1,909,542 Less: Current portion of lease liabilities (280,951 ) Total lease liabilities less current portion $ 1,628,591 NANO NUCLEAR ENERGY INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS As of March 31, 2024 (Unaudited) |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Sep. 30, 2023 | |
Subsequent Events [Abstract] | ||
SUBSEQUENT EVENTS | 7. SUBSEQUENT EVENTS The Company has evaluated all events or transactions that occurred after March 31, 2024 through the date that the condensed consolidated interim financial statements were available to be issued. During this period, there were no material subsequent events requiring disclosure except as stated as follows: On May 7, 2024, the Company consummated a firm commitment underwritten initial public offering (the “Offering”) of an aggregate of 2,562,500 shares of Common Stock at a price of $ 4.00 per share (the “Offering Price”), generating gross proceeds of approximately $ 10,250,000 , and net proceeds (after deducting discounts and offering expenses) of approximately $ 9,000,000 . In connection with the Offering, the Company granted the lead managing underwriter an option (the “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 of the Offering 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 approximately $ 1,537,500 and net proceeds of approximately $ 1,414,500 . | 6. SUBSEQUENT EVENTS The Company has evaluated all events or transactions that occurred after September 30, 2023 through January 30, 2024, which is the date that the consolidated financial statements were available to be issued. During this period, there were no material subsequent events requiring disclosure except as stated as follows: Subsequent to September 30, 2023, the Company sold 822,144 3.00 2,466,437 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Sep. 30, 2023 | |
Accounting Policies [Abstract] | ||
Principles of Consolidation | Basis of Presentation The accompanying unaudited interim condensed consolidated interim financial statements have been prepared in accordance with U.S. GAAP for interim financial reporting and the rules and regulations of the Securities and Exchange Commission (“SEC”). References to ASC and ASU included herein refer to the Accounting Standards Codification and Accounting Standards Update established by the Financial Accounting Standards Board (“FASB”) as the source of authoritative U.S. GAAP. All intercompany balances and transactions have been eliminated in consolidation. In management’s opinion, the unaudited interim condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements. They include all adjustments, consisting of only normal recurring adjustments, necessary for the fair statement of the Company’s financial position as of March 31, 2024, and its results of operations for the three and six months ended March 31, 2024 and 2023 and cash flows for the six months ended March 31, 2024 and 2023. The results for the three and six months ended March 31, 2024 are not necessarily indicative of the results expected for the year or any other periods. The condensed consolidated balance sheet as of September 30, 2023 has been derived from the Company’s audited financial statements. NANO NUCLEAR ENERGY INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS As of March 31, 2024 (Unaudited) | Principles of Consolidation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The consolidated financial statements include the accounts of NANO and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of condensed consolidated interim financial statements in conformity with GAAP requires management to make certain estimates, judgments and assumptions. The Company believes that the estimates, judgments and assumptions made when accounting for items and matters such as, but not limited to, equity-based compensation and contingencies are reasonable, based on information available at the time they are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities as of the date of the condensed consolidated interim financial statements, as well as amounts reported on the statements of operations during the periods presented. Actual results could differ from those estimates. | Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make certain estimates, judgments and assumptions. The Company believes that the estimates, judgments and assumptions made when accounting for items and matters such as, but not limited to, equity-based compensation and contingencies are reasonable, based on information available at the time they are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities as of the date of the consolidated financial statements, as well as amounts reported on the statements of operations during the periods presented. Actual results could differ from those estimates. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) |
Fair Value Measurement | Fair Value Measurement The Company measures certain financial assets and liabilities at fair value. Fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the Company uses a three-level hierarchy, which prioritizes fair value measurements based on the types of inputs used for the various valuation techniques (market approach, income approach and cost approach). The levels of hierarchy are described below: Level 1 – Quoted prices in active markets for identical instruments. Level 2 – Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets. Level 3 – Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. Financial assets and liabilities are classified in their entirety based on the most stringent level of input that is significant to the fair value measurement. The carrying amount of certain financial instruments, including prepaid expenses and accounts payable approximates fair value due to their short maturities. | Fair Value Measurement The Company measures certain financial assets and liabilities at fair value. Fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the Company uses a three-level hierarchy, which prioritizes fair value measurements based on the types of inputs used for the various valuation techniques (market approach, income approach and cost approach). The levels of hierarchy are described below: Level 1 – Quoted prices in active markets for identical instruments. Level 2 – Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets. Level 3 – Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. Financial assets and liabilities are classified in their entirety based on the most stringent level of input that is significant to the fair value measurement. The carrying amount of certain financial instruments, including prepaid expenses and accounts payable approximates fair value due to their short maturities. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash. The Company maintains its cash balances at a financial institution and such amounts exceeded federally insured limits at March 31, 2024 and September 30, 2023. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows. | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash. The Company maintains its cash balances at a financial institution and such amounts exceeded federally insured limits at September 30, 2023 and 2022. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows. |
Prepaid Expenses | Prepaid Expenses Prepaid expenses primarily relate to payments made to consultants and vendors in advance of the service being provided. | Prepaid Expenses Prepaid expenses primarily relate to payments made to consultants and vendors in advance of the service being provided. |
Leases | Leases The Company recognizes right-of-use (ROU) assets and lease liabilities for leases with terms greater than 12 months. Leases are classified as either finance or operating leases. This classification dictates whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. As of March 31, 2024, the Company has one short-term operating lease and one long-term operating lease. As of September 30, 2023, the Company had one short-term operating lease. Long-term leases (leases with initial terms greater than 12 months) are capitalized at the present value of the minimum lease payments not yet paid. The Company uses its incremental borrowing rate to determine the present value of the lease when the rate implicit in the lease is not readily determinable. Short-term leases (leases with an initial term of 12 months or less or leases that are cancelable by the lessee and lessor without significant penalties) are not capitalized but are expensed on a straight-line basis over the lease term. The Company’s short-term lease relates to office facilities which did not meet the criteria for capitalization as of March 31, 2024 and September 30, 2023. NANO NUCLEAR ENERGY INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS As of March 31, 2024 (Unaudited) | Leases The Company recognizes right-of-use assets and lease liabilities for leases with terms greater than 12 months. Leases are classified as either finance or operating leases. This classification dictates whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. As of September 30, 2023 and September 30, 2022, the Company has one short-term operating lease. Long-term leases (leases with initial terms greater than 12 months) are capitalized at the present value of the minimum lease payments not yet paid. The Company uses its incremental borrowing rate to determine the present value of the lease when the rate implicit in the lease is not readily determinable. Short-term leases (leases with an initial term of 12 months or less or leases that are cancelable by the lessee and lessor without significant penalties) are not capitalized but are expensed on a straight-line basis over the lease term. The Company’s short-term lease relates to office facilities which did not meet the criteria for capitalization as of September 30, 2023 and September 30, 2022. |
Mezzanine Equity | Mezzanine Equity The Company recognized a tranche of shares of Common Stock as mezzanine equity since such shares were redeemable at the option of the holder, but not mandatorily redeemable. On March 30, 2024, the Company amended its subscription agreement with the holder of such shares to terminate the redemption right, which resulted in a conversion of such shares from mezzanine equity to stockholders’ equity. See Note 5 for further information. | Mezzanine Equity The Company recognized a tranche of common shares as mezzanine equity since those common shares may be redeemed at the option of the holder, but is not mandatorily redeemable. |
Equity-Based Compensation | Equity-Based Compensation Equity-based compensation is measured using a fair value-based method for all equity-based awards. The cost of awarded equity instruments is recognized based on each instrument’s grant-date fair value over the period during which the award vests. Equity-based compensation is recorded as a general and administrative expense in the condensed consolidated statements of operations. | Equity-Based Compensation Equity-based compensation is measured using a fair value-based method for all equity-based awards. The cost of awarded equity instruments is recognized based on each instrument’s grant-date fair value over the period during which the award vests. Equity-based compensation is recorded as a general and administrative expense in the statements of operations. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) |
Research and Development | Research and Development Research and Development (“R&D”) expenses represent costs incurred for designing and engineering products, including the costs of developing design tools. All research and development costs related to product development are expensed as incurred. | Research and Development Research and Development (“R&D”) expenses represent costs incurred for designing and engineering products, including the costs of developing design tools. All research and development costs related to product development are expensed as incurred. |
Advertising Costs | Advertising Costs Advertising costs are expensed as incurred and are recognized as a component of general and administrative expenses on the consolidated statement of operations. Advertising costs expensed were approximately $ 434,800 and $ 608,600 for the three and six months ended March 31, 2024, respectively and $ 159,200 and $ 177,600 for the three and six months ended March 31, 2023, respectively. | Advertising Costs Advertising costs are expensed as incurred and are recognized as a component of general and administrative expenses on the consolidated statement of operations. Advertising costs expensed were approximately $ 483,500 13,360 |
Legal Contingencies | Legal Contingencies The Company is not presently involved in any legal proceedings. The Company records liabilities for losses from legal proceedings when it determines that it is probable that the outcome in a legal proceeding will be unfavorable, and the amount of loss can be reasonably estimated. | Legal Contingencies The Company is not presently involved in any legal proceedings. The Company records liabilities for losses from legal proceedings when it determines that it is probable that the outcome in a legal proceeding will be unfavorable, and the amount of loss can be reasonably estimated. |
Income Taxes | Income Taxes Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets, including tax loss and credit carry forwards, and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is recorded when it is “more likely-than-not” that deferred tax assets will not be realized. On a regular basis, the Company evaluates the recoverability of deferred tax assets and the need for a valuation allowance. Such evaluations involve the application of significant judgment. The Company considers multiple factors in its evaluation of the need for a valuation allowance. The Company’s net deferred tax assets consist of assets related to net operating losses. The Company’s net operating losses and credits have an indefinite life for federal net operating losses (“NOLs”) generated through March 31, 2024. At March 31, 2024 and September 30, 2023, the Company recorded a full valuation allowance on its deferred tax assets in the amount of approximately $ 2,599,000 and $ 1,971,000 , respectively. The Company’s deferred tax assets consist primarily of net operating losses and research and development credits. The effective tax rate was 0.0% for the three and six months ended March 31, 2024 and 2023. The Company’s effective tax rate for the three and six months ended March 31, 2024 and 2023 differs from the federal statutory rate of 21% primarily due to a full valuation allowance against its net deferred tax assets where it is more likely than not that the deferred tax assets will not be realized. NANO NUCLEAR ENERGY INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS As of March 31, 2024 (Unaudited) Until an appropriate level of profitability is attained, the Company expects to maintain a full valuation allowance on its deferred tax assets. Any tax benefits or tax expense recorded on its consolidated statements of operations will be offset with a corresponding valuation allowance until such time that the Company changes its determination related to the realization of deferred tax assets. In the event that the Company changes its determination as to the amount of deferred tax assets that can be realized, the Company will adjust its valuation allowance with a corresponding impact to the provision for income taxes in the period in which such a determination is made. For uncertain tax positions that meet a “more likely-than-not” threshold, the Company recognizes the benefit of uncertain tax positions in the condensed consolidated interim financial statements. The Company’s practice is to recognize interest and penalties, if any, related to uncertain tax positions in income tax expense in the consolidated statements of operations. The Company’s 2023 tax returns remain subject to examination by taxing jurisdictions. At March 31, 2024 and September 30, 2023, the Company does not believe it has any uncertain tax positions that would require either recognition or disclosure in the accompanying condensed consolidated interim financial statements. | Income Taxes Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets, including tax loss and credit carry forwards, and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is recorded when it is “more likely-than-not” that deferred tax assets will not be realized. On a regular basis, the Company evaluates the recoverability of deferred tax assets and the need for a valuation allowance. Such evaluations involve the application of significant judgment. The Company considers multiple factors in its evaluation of the need for a valuation allowance. The Company’s net deferred tax assets consist of assets related to net operating losses. The Company’s net operating losses and credits have an indefinite life for federal net operating losses (“NOLs”) generated through September 30, 2023. At September 30, 2023 and 2022, the Company has recorded a full valuation allowance on its deferred tax assets in the amount of approximately $ 1,971,000 281,000 0.0% 21% Until an appropriate level of profitability is attained, the Company expects to maintain a full valuation allowance on its deferred tax assets. Any tax benefits or tax expense recorded on its consolidated statements of operations will be offset with a corresponding valuation allowance until such time that the Company changes its determination related to the realization of deferred tax assets. In the event that the Company changes its determination as to the amount of deferred tax assets that can be realized, the Company will adjust its valuation allowance with a corresponding impact to the provision for income taxes in the period in which such a determination is made. For uncertain tax positions that meet a “more likely-than-not” threshold, the Company recognizes the benefit of uncertain tax positions in the consolidated financial statements. The Company’s practice is to recognize interest and penalties, if any, related to uncertain tax positions in income tax expense in the consolidated statements of operations. The Company’s 2023 tax returns remain subject to examination by taxing jurisdictions. At September 30, 2023 and 2022, the Company does not believe it has any uncertain tax positions that would require either recognition or disclosure in the accompanying consolidated financial statements. |
Net Loss per Share | Net Loss per Share Basic net income (loss) per share is computed by dividing net income (loss) attributable to the Company by the weighted average number of shares of Common Stock outstanding during the period. Diluted net income (loss) per share is computed based on the weighted average number of shares of Common Stock outstanding plus the effect of dilutive potential shares of Common Stock outstanding during the period. During the periods when there is a net loss, potentially dilutive shares of Common Stock are excluded from the calculation of diluted net loss per share as their effect is anti-dilutive. During the three and six months ended March 31, 2024 and 2023, there were no dilutive shares issued or outstanding. | Net Loss per Share Basic net income (loss) per share is computed by dividing net income (loss) attributable to the Company by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per share is computed based on the weighted average number of shares of common stock outstanding plus the effect of dilutive potential shares of common stock outstanding during the period. During the periods when there is a net loss, potentially dilutive shares of common stock are excluded from the calculation of diluted net loss per share as their effect is anti-dilutive. During the year ended September 30, 2023, there were no dilutive shares issued or outstanding. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) |
Operating Segments | Operating Segments For the three and six months ended March 31, 2024 and 2023, the Company was managed as a single operating segment in accordance with the provisions in the Financial Accounting Standards Board (“FASB”) guidance on segment reporting, which establishes standards for, and requires disclosure of, certain financial information related to reportable operating segments and geographic regions. Furthermore, the Company determined that the Company’s Chairman and President is the Chief Operating Decision Maker as he is responsible for making decisions regarding the allocation of resources and assessing performance as well as for strategic operational decisions and managing the organization as a whole. | Operating Segments For the year ended September 30, 2023, the Company was managed as a single operating segment in accordance with the provisions in the Financial Accounting Standards Board (“FASB”) guidance on segment reporting, which establishes standards for, and requires disclosure of, certain financial information related to reportable operating segments and geographic regions. Furthermore, the Company determined that the Company’s Chairman and President is the Chief Operating Decision Maker as he is responsible for making decisions regarding the allocation of resources and assessing performance as well as for strategic operational decisions and managing the organization as a whole. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company considers the applicability and impact of all Accounting Standards Updates issued by the FASB. There are no accounting pronouncements which have been issued but are not yet effective that would have a material impact on our current condensed consolidated interim financial statements. | Recent Accounting Pronouncements The Company considers the applicability and impact of all Accounting Standards Updates issued by the FASB. There are no accounting pronouncements which have been issued but are not yet effective that would have a material impact on our current consolidated financial statements. |
EQUITY (Tables)
EQUITY (Tables) | 6 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Sep. 30, 2023 | |
Equity [Abstract] | ||
SCHEDULE OF CUMULATIVE OPTION ACTIVITY | A summary of cumulative option activity under the 2023 Plan is as follows: SCHEDULE OF CUMULATIVE OPTION ACTIVITY Options outstanding Number of shares Weighted average Weighted average Aggregate Outstanding – September 30, 2023 4,007,000 $ 2.23 2.54 $ 2,004 Options granted 125,000 3.00 2.96 152 Outstanding – March 31, 2024 4,132,000 $ 2.23 2.54 $ 2,156 Vested during the period 125,000 $ 3.00 2.96 $ 152 Vested at end of period - $ - - $ - Exercisable at the end of period 4,132,000 $ 2.26 2.07 $ 2,156 | A summary of cumulative option activity under the 2023 Plan is as follows: SCHEDULE OF CUMULATIVE OPTION ACTIVITY Options outstanding Weighted average Weighted average Aggregate Number of exercise price contractual term intrinsic value shares per share (in years) (in thousands) Outstanding – September 30, 2022 — $ — — $ — Options granted 2,050,000 1.50 3.00 1,025 Options granted 1,650,000 3.00 3.00 825 Options granted 307,000 3.00 3.00 154 Outstanding – September 30, 2023 4,007,000 $ 2.23 2.54 $ 2,004 Vested during the year 4,007,000 $ 2.23 3.00 $ 2,004 Vested at end of year 4,007,000 $ 2.23 2.54 $ 2,004 Exercisable at the end of the year 4,007,000 $ 2.23 2.54 $ 2,004 |
RIGHT-OF-USE ASSET AND LEASE _2
RIGHT-OF-USE ASSET AND LEASE LIABILITY (Tables) | 6 Months Ended |
Mar. 31, 2024 | |
Right-of-use Asset And Lease Liability | |
SCHEDULE OF BALANCE SHEET INFORMATION | Balance sheet information related to the Company’s leases is presented below: SCHEDULE OF BALANCE SHEET INFORMATION Operating leases: March 31, September 30, Operating right-of-use asset $ 1,914,778 $ — Operating lease liability, current 280,951 — Operating lease liability, long-term 1,628,591 — |
SCHEDULE OF LEASE EXPENSE | The following provides details of the Company’s lease expense: SCHEDULE OF LEASE EXPENSE Lease cost: 2024 2023 2024 2023 Three Months Ended Six Months Ended Lease cost: 2024 2023 2024 2023 Operating lease cost $ 28,369 $ — $ 28,369 $ — |
SCHEDULE OF OTHER INFORMATION RELATED TO LEASES | Other information related to leases is presented below: SCHEDULE OF OTHER INFORMATION RELATED TO LEASES 2024 2023 2024 2023 Cash paid for amounts included in the Three Months Ended Six Months Ended measurement of lease liabilities: 2024 2023 2024 2023 Operating cash outflows from operating leases $ 33,605 $ — $ 33,605 $ — March 31, Weighted-average discount rate – operating lease 13.5 % Weighted-average remaining lease term – operating lease (in years) 7.3 |
SCHEDULE OF EXPECTED ANNUAL MINIMUM LEASE PAYMENTS | As of March 31, 2024, the expected annual minimum lease payments of the Company’s operating lease liabilities were as follows: SCHEDULE OF EXPECTED ANNUAL MINIMUM LEASE PAYMENTS For the Years Ended September 30, 2024 $ 100,815 2025 339,411 2026 418,508 2027 428,971 2028 439,695 Thereafter 1,306,255 Total future minimum lease payments, undiscounted 3,033,655 Less: Imputed interest for leases in excess of one year (1,124,113 ) Present value of future minimum lease payments 1,909,542 Less: Current portion of lease liabilities (280,951 ) Total lease liabilities less current portion $ 1,628,591 |
ORGANIZATION AND OPERATIONS A_2
ORGANIZATION AND OPERATIONS AND BASIS OF PRESENTATION (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 8 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Working capital | $ 5,984,546 | $ 5,984,546 | $ 2,109,676 | $ 6,933,647 | ||
Net loss | 1,677,628 | $ 1,520,434 | 2,991,573 | $ 2,204,579 | 1,031,824 | 6,250,401 |
Accumulated deficit | $ 10,273,798 | 10,273,798 | 1,031,824 | 7,282,225 | ||
Cash flows from operations | $ 3,409,204 | $ 1,469,139 | $ 621,501 | $ 3,867,573 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 8 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | |
Accounting Policies [Abstract] | ||||||
Advertising costs | $ 434,800 | $ 159,200 | $ 608,600 | $ 177,600 | $ 13,360 | $ 483,500 |
Deferred tax assets valuation allowance | $ 2,599,000 | $ 2,599,000 | $ 281,000 | $ 1,971,000 | ||
Effective tax rate | 0% | 0% | 0% | |||
Federal statutory rate | 21% | 21% | 21% |
OTHER INCOME (Details Narrative
OTHER INCOME (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Mar. 31, 2024 | Sep. 30, 2023 | |
Other Income and Expenses [Abstract] | |||
Interest income | $ 36,220 | $ 71,187 | $ 32,994 |
Grants earned | $ 28,000 |
RELATED PARTIES (Details Narrat
RELATED PARTIES (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 8 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | |
Related Party [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Due to related parties | $ 25,000 | $ 25,000 | $ 35,000 | $ 35,000 | ||
Officers and Directors [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Related party value | $ 105,000 | $ 115,000 | $ 290,000 | $ 205,000 | ||
President and Chairman [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Consulting fees | 80,000 | 225,000 | ||||
Chief Executive Officer [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Consulting fees | 15,000 | 90,000 | ||||
Chief Financial Officer [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Consulting fees | 30,000 | 90,000 | ||||
Chief Policy Officer [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Consulting fees | 10,000 | 25,000 | ||||
Three Independent Directors [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Director fees | $ 25,000 | |||||
One Independent Directors [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Director fees | $ 5,000 |
SCHEDULE OF CUMULATIVE OPTION A
SCHEDULE OF CUMULATIVE OPTION ACTIVITY (Details) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | 8 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Sep. 30, 2022 | Sep. 30, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Number of shares, outstanding, beginning balance | 4,007,000 | ||
Weighted average exercise price per share, outstanding, beginning balance | $ 2.23 | ||
Weighted average contractual term (in years), outstanding | 2 years 6 months 14 days | 2 years 6 months 14 days | |
Aggregate intrinsic value, outstanding, beginning | $ 2,004 | ||
Number of shares, granted | 125,000 | ||
Weighted average exercise price per share, granted | $ 3 | ||
Weighted average contractual term (in years), granted | 2 years 11 months 15 days | ||
Aggregate intrinsic value, granted | $ 152,000 | ||
Number of shares, outstanding, ending balance | 4,132,000 | 4,007,000 | |
Weighted average exercise price per share, outstanding, ending balance | $ 2.23 | $ 2.23 | |
Aggregate intrinsic value, outstanding, beginning | $ 2,156 | $ 2,004 | |
Number of shares, outstanding, Vested | 125,000 | 4,007,000 | |
Weighted average exercise price per share, vested | $ 3 | $ 2.23 | |
Weighted average contractual term (in years), Vested during the period | 2 years 11 months 15 days | 3 years | |
Aggregate intrinsic value, Vested during the period | $ 152 | $ 2,004 | |
Number of shares, outstanding, vested | 4,007,000 | ||
Weighted average exercise price per share, vested | $ 2.23 | ||
Weighted average contractual term (in years), Vested at end of period | 2 years 6 months 14 days | ||
Aggregate intrinsic value, Vested at end of period | $ 2,004 | ||
Number of shares, outstanding , Exercisable at the end of period | 4,132,000 | 4,007,000 | |
Weighted average exercise price per share, Exercisable at the end of period | $ 2.26 | $ 2.23 | |
Weighted average contractual term (in years), Exercisable at the end of period | 2 years 25 days | 2 years 6 months 14 days | |
Aggregate intrinsic value, Exercisable at the end of period | $ 2,156 | $ 2,004 | |
Expired on February 10, 2026 [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Number of shares, granted | 2,050,000 | ||
Weighted average exercise price per share, granted | $ 1.50 | ||
Weighted average contractual term (in years), granted | 3 years | ||
Aggregate intrinsic value, granted | $ 1,025,000 | ||
Expired on June 7, 2026 [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Number of shares, granted | 1,650,000 | ||
Weighted average exercise price per share, granted | $ 3 | ||
Weighted average contractual term (in years), granted | 3 years | ||
Aggregate intrinsic value, granted | $ 825,000 | ||
Expired on August 30, 2026 [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Number of shares, granted | 307,000 | ||
Weighted average exercise price per share, granted | $ 3 | ||
Weighted average contractual term (in years), granted | 3 years | ||
Aggregate intrinsic value, granted | $ 154,000 |
EQUITY (Details Narrative)
EQUITY (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 8 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Jun. 07, 2023 | Feb. 10, 2023 | Jan. 31, 2024 | Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Sep. 30, 2022 | Jul. 04, 2024 | Sep. 30, 2023 | Dec. 31, 2023 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Common stock, shares authorized | 275,000,000 | 275,000,000 | 100,000,000 | 100,000,000 | |||||||
Preferred stock, shares authorized | 25,000,000 | 25,000,000 | 100,000,000 | 100,000,000 | |||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
Preferred Stock, Shares Outstanding | 0 | 0 | 0 | 0 | |||||||
Common Stock, Voting Rights | Common Stock are entitled to one vote per share | ||||||||||
Number of shares issued | $ 360,000 | $ 307,500 | $ 2,466,437 | $ 1,820,369 | $ 2,751,500 | $ 3,765,369 | |||||
Net proceeds | 2,466,437 | 1,820,369 | 2,751,500 | $ 8,765,369 | |||||||
Mezzanine equity, shares issued | 2,000,000 | ||||||||||
Mezzanine equity, price per share | $ 2.50 | ||||||||||
Mezzanine equity, purchase price | $ 5,000,000 | ||||||||||
Stock options vested number of shares | 125,000 | 4,007,000 | |||||||||
Vested stock options exercisable | $ 2.23 | $ 2.23 | $ 2.23 | ||||||||
Stock options vested number of shares, value | $ 152,000 | $ 2,004,000 | |||||||||
Risk-free interest rate | 4.37% | ||||||||||
Expected life of options | 1 year 6 months | ||||||||||
Estimated volatility | 82.50% | ||||||||||
Dividend rate | 0% | ||||||||||
Weighted average fair value of stock options | $ 1.22 | $ 0.57 | |||||||||
Stock compensation expense | $ 0 | $ 0 | |||||||||
Stock Issued During Period, Value, Stock Options Exercised | 0 | ||||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
Stock based compansation | $ 152,457 | 584,484 | $ 152,457 | 669,484 | $ 390,000 | $ 2,384,003 | |||||
Share based compensation | 152,457 | 669,484 | 390,000 | 2,384,003 | |||||||
General and Administrative Expense [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Share based compensation | 1,963,440 | ||||||||||
Research and Development Expense [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Share based compensation | $ 420,563 | ||||||||||
Twenty Twenty Three Stock Incentive Plan [Member] | Maximum [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Stock based compansation | $ 4,974,760 | ||||||||||
Subscription Agreement [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Mezzanine equity, shares issued | 2,000,000 | ||||||||||
Mezzanine equity, price per share | $ 2.50 | ||||||||||
Mezzanine equity, purchase price | $ 5,000,000 | ||||||||||
Common Stock [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Number of shares issued | $ 82 | $ 27 | $ 82 | 182 | 1,982 | 260 | |||||
Stock options vested number of shares | 125,000 | ||||||||||
Vested stock options exercisable | $ 3 | $ 3 | |||||||||
Stock options vested number of shares, value | $ 152,457 | ||||||||||
Stock based compansation | $ 9 | $ 68 | $ 9 | ||||||||
Common Stock [Member] | Subsequent Event [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Sale of stock | 822,144 | ||||||||||
Sale of stock price per share | $ 3 | ||||||||||
Proceeds from sale of stock | $ 2,466,437 | ||||||||||
Common Stock [Member] | Expired on June 7, 2026 [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Stock options vested number of shares | 200,000 | ||||||||||
Common Stock [Member] | Expired on August 30, 2026 [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Stock options vested number of shares | 60,000 | ||||||||||
Common Stock [Member] | Seed Round [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Sale of stock | 7,500,000 | ||||||||||
Sale of stock price per share | $ 0.05 | ||||||||||
Proceeds from sale of stock | $ 375,000 | ||||||||||
Common Stock [Member] | Angel Round [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Sale of stock | 2,326,500 | 1,820,369 | |||||||||
Sale of stock price per share | $ 1 | $ 1 | |||||||||
Proceeds from sale of stock | $ 2,326,500 | $ 1,820,369 | |||||||||
Common Stock [Member] | Series A Round [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Sale of stock | 778,000 | ||||||||||
Sale of stock price per share | $ 2.50 | ||||||||||
Proceeds from sale of stock | $ 1,945,000 | ||||||||||
Common Stock [Member] | Series B Round [Member] | Subsequent Event [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Sale of stock | 822,144 | ||||||||||
Sale of stock price per share | $ 3 | ||||||||||
Proceeds from sale of stock | $ 2,466,437 | ||||||||||
Common Stock [Member] | 2023 Stock Option Plan #1 [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Shares Issued in Period | 3,370,352 | ||||||||||
Common Stock [Member] | 2023 Stock Option Plan #1 [Member] | Expired on February 10, 2026 [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Stock options vested number of shares | 2,050,000 | ||||||||||
Vested stock options exercisable | $ 1.50 | ||||||||||
Stock options vested number of shares, value | $ 584,484 | ||||||||||
Risk-free interest rate | 4.19% | ||||||||||
Expected life of options | 1 year 6 months | ||||||||||
Estimated volatility | 82.50% | ||||||||||
Dividend rate | 0% | ||||||||||
Common Stock [Member] | 2023 Stock Option Plan #1 [Member] | Expired on June 7, 2026 [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Stock options vested number of shares | 1,450,000 | ||||||||||
Common Stock [Member] | 2023 Stock Option Plan #1 [Member] | Expired on August 30, 2026 [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Stock options vested number of shares | 307,000 | ||||||||||
Vested stock options exercisable | $ 3 | ||||||||||
Stock options vested number of shares, value | $ 269,989 | ||||||||||
Common Stock [Member] | 2023 Stock Option Plan #2 [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Shares Issued in Period | 1,758,460 | ||||||||||
Common Stock [Member] | 2023 Stock Option Plan #2 [Member] | Expired on June 7, 2026 [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Stock options vested number of shares | 1,650,000 | ||||||||||
Vested stock options exercisable | $ 3 | ||||||||||
Stock options vested number of shares, value | $ 1,444,530 | ||||||||||
Risk-free interest rate | 4.21% | ||||||||||
Expected life of options | 1 year 6 months | ||||||||||
Estimated volatility | 82.50% | ||||||||||
Dividend rate | 0% | ||||||||||
Common Stock [Member] | 2023 Stock Option Plan #2 [Member] | Expired on August 30, 2026 [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Stock options vested number of shares | 247,000 | ||||||||||
Vested stock options exercisable | $ 3 | ||||||||||
Stock options vested number of shares, value | $ 269,989 | ||||||||||
Risk-free interest rate | 4.57% | ||||||||||
Expected life of options | 1 year 6 months | ||||||||||
Estimated volatility | 82.50% | ||||||||||
Dividend rate | 0% | ||||||||||
Common Stock [Member] | Private Placement [Member] | Seed Round [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Sale of stock | 7,500,000 | ||||||||||
Sale of stock price per share | $ 0.05 | ||||||||||
Proceeds from Issuance of Private Placement | $ 375,000 | ||||||||||
Common Stock [Member] | Private Placement [Member] | Angel Round [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Sale of stock | 2,326,500 | 1,820,369 | |||||||||
Sale of stock price per share | $ 1 | $ 1 | |||||||||
Proceeds from Issuance of Private Placement | $ 2,326,500 | $ 1,820,369 | |||||||||
Common Stock [Member] | Private Placement [Member] | Series A Round [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Sale of stock | 778,000 | ||||||||||
Sale of stock price per share | $ 2.50 | ||||||||||
Proceeds from Issuance of Private Placement | $ 1,945,000 | ||||||||||
Common Stock [Member] | Private Placement [Member] | Series B Round [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Sale of stock | 822,144 | ||||||||||
Sale of stock price per share | $ 3 | ||||||||||
Proceeds from Issuance of Private Placement | $ 2,466,437 | ||||||||||
Common Stock, Value, Subscriptions | $ 360,000 | $ 2,106,437 | |||||||||
Common Stock [Member] | Founder and President [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Number of shares issued | 10,000,000 | 10,000,000 | |||||||||
Net proceeds | $ 50,000 | $ 50,000 | |||||||||
Common Stock [Member] | Two Consultants [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Number of shares issued | 85,000 | 85,000 | |||||||||
Number of shares issued, value | $ 85,000 | $ 85,000 | |||||||||
Common Stock [Member] | Consultants [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Number of shares issued | 675,000 | ||||||||||
Number of shares issued, value | $ 390,000 |
SCHEDULE OF BALANCE SHEET INFOR
SCHEDULE OF BALANCE SHEET INFORMATION (Details) - USD ($) | Mar. 31, 2024 | Sep. 30, 2023 |
Right-of-use Asset And Lease Liability | ||
Operating right-of-use asset | $ 1,914,778 | |
Operating lease liability, current | 280,951 | |
Operating lease liability, long-term | $ 1,628,591 |
SCHEDULE OF LEASE EXPENSE (Deta
SCHEDULE OF LEASE EXPENSE (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | |
Right-of-use Asset And Lease Liability | ||||
Operating lease cost | $ 28,369 | $ 28,369 |
SCHEDULE OF OTHER INFORMATION R
SCHEDULE OF OTHER INFORMATION RELATED TO LEASES (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | |
Right-of-use Asset And Lease Liability | ||||
Operating cash outflows from operating leases | $ 33,605 | $ 33,605 | ||
Operating Lease, Weighted Average Discount Rate, Percent | 13.50% | 13.50% | ||
Operating Lease, Weighted Average Remaining Lease Term | 7 years 3 months 18 days | 7 years 3 months 18 days |
SCHEDULE OF EXPECTED ANNUAL MIN
SCHEDULE OF EXPECTED ANNUAL MINIMUM LEASE PAYMENTS (Details) - USD ($) | Mar. 31, 2024 | Sep. 30, 2023 |
Right-of-use Asset And Lease Liability | ||
2024 | $ 100,815 | |
2025 | 339,411 | |
2026 | 418,508 | |
2027 | 428,971 | |
2028 | 439,695 | |
Thereafter | 1,306,255 | |
Total future minimum lease payments, undiscounted | 3,033,655 | |
Less: Imputed interest for leases in excess of one year | (1,124,113) | |
Present value of future minimum lease payments | 1,909,542 | |
Less: Current portion of lease liabilities | (280,951) | |
Total lease liabilities less current portion | $ 1,628,591 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 8 Months Ended | 9 Months Ended | 12 Months Ended | ||||
May 22, 2024 | May 07, 2024 | Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Sep. 30, 2022 | Jul. 04, 2024 | Sep. 30, 2023 | |
Common Stock [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Number of shares issued | 822,144 | 307,500 | 822,144 | 1,820,369 | 19,826,500 | 2,598,369 | |||
Subsequent Event [Member] | Common Stock [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Sale of stock | 822,144 | ||||||||
Sale of stock, price per share | $ 3 | ||||||||
Gross proceeds from sale of stock | $ 2,466,437 | ||||||||
Subsequent Event [Member] | IPO [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Number of shares issued | 2,562,500 | ||||||||
Stock price | $ 4 | ||||||||
Gross proceeds from offering | $ 10,250,000 | ||||||||
Net proceeds from offering | $ 9,000,000 | ||||||||
Subsequent Event [Member] | Over-Allotment Option [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Number of shares issued | 384,375 | ||||||||
Gross proceeds from offering | $ 1,537,500 | ||||||||
Net proceeds from offering | $ 1,414,500 |