UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): July 19, 2024 (July 12, 2024)
Nano Nuclear Energy Inc.
(Exact name of registrant as specified in its charter)
| Nevada | 001-42044 | 88-0861977 | ||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
10 Times Square, 30th Floor
New York, New York 10018
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (212) 634-9206
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Stock, par value $0.0001 per share | NNE | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01 Other Events.
As previously reported, on July 15, 2024, NANO Nuclear Energy Inc. (the “Company”) consummated a firm commitment underwritten public offering (the “Offering”) of units of the Company, consisting of an aggregate of 900,000 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) and 900,000 warrants to purchase up to 450,000 shares of Common Stock (the “Warrants”) based on an offering price of $20.00 per unit (the “Offering Price”), generating gross proceeds of approximately $18.00 million, less underwriting discounts and other Offering expenses.
In connection with the Offering, the Company granted the lead managing underwriter an option (“Over-allotment Option”), exercisable for 30 days from July 15, 2024, to purchase up to an additional 135,000 shares of Common Stock (the “Over-allotment Shares”) and 135,0000 Warrants to purchase 67,5000 shares of Common Stock (the “Over-allotment Warrants”) from the Company at the Offering Price, less underwriting discounts and other Offering expenses, to cover over-allotments in the Offering.
On July 12, 2024, the underwriter exercised the Over-allotment Option in full for the Over-allotment Warrants (which option closed on July 15, 2024 for nominal consideration). On July 16, 2024, the underwriter exercised the Over-allotment Option in full with respect to the Over-allotment Shares, and on July 18, 2024, the closing of the purchase of the Over-Allotment Shares occurred, generating gross proceeds to the Company of approximately $2.70 million and net proceeds of approximately $2.48 million.
On July 19, 2024, the Company issued a press release announcing the full exercise and closing of the Over-Allotment Option Shares. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are being filed herewith:
| Exhibit No. | Description | |
| 99.1 | Press Release, dated July 19, 2024 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: July 19, 2024 | NANO Nuclear Energy Inc. | |
| By: | /s/ James Walker | |
| Name: | James Walker | |
| Title: | Chief Executive Officer | |