EQUITY | 5. EQUITY The Company is authorized to issue 275,000,000 25,000,000 0.0001 No Common Stock are entitled to one vote per share. Issuance of Common Stock for Cash Incorporation Upon incorporation of the Company, 10,000,000 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 0.05 375,000 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 1.00 2,326,500 1,820,369 1.00 1,820,369 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 2.50 1,945,000 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 $ 2,106,437 360,000 822,144 3.00 2,466,437 Initial Public Offering (IPO) On May 7, 2024, the Company consummated a firm commitment underwritten initial public offering (the “IPO Offering”) of an aggregate of 2,562,500 4.00 10,250,000 9,000,000 384,375 1,537,500 1,414,500 179,375 179,375 5.00 1,538,405 Subsequent to June 30, 2024, the Company consummated a firm commitment underwritten follow-on offering. See Note 8 for further information. 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 2.50 5,000,000 NANO NUCLEAR ENERGY INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 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 nine months ended June 30, 2023, the Company issued to two consultants an aggregate of 85,000 85,000 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 1,758,460 During the nine months ended June 30, 2024, the Company issued 125,000 3.00 125,000 152,457 4.37 1.5 82.5 0 During the year ended September 30, 2023, the Company issued 2,050,000 1.50 1,450,000 200,000 3.00 247,000 60,000 3.00 2,050,000 584,484 4.19 1.5 82.5 0 1,450,000 200,000 1,444,530 4.21 1.5 82.5 0 247,000 60,000 269,989 4.57 1.5 82.5 0 During the nine months ended June 30, 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 June 30, 2024 (Unaudited) The weighted average grant date fair value of stock options issued during the nine months ended June 30, 2024 was $ 1.22 no The weighted average grant date fair value of stock options issued during the year ended September 30, 2023 was $ 0.57 no 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 exercise price per share Weighted average contractual term (in years) Aggregate intrinsic value (in thousands) Outstanding – September 30, 2023 4,007,000 $ 2.23 2.54 $ 2,004 Options granted 125,000 3.00 2.96 152 Outstanding – June 30, 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 June 30, 2024 (Unaudited) | 5. EQUITY The Company is authorized to issue 100,000,000 0.0001 100,000,000 0.0001 common stock are entitled to one vote per share 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 |