NANO Nuclear Energy Inc. (NASDAQ: NNE) (“NANO Nuclear”), a leading vertically integrated advanced nuclear energy and technology company developing portable clean nuclear energy solutions, today announced that it has closed its previously announced upsized $36 million firm commitment, registered underwritten public offering.

In the offering, NANO Nuclear sold 2,117,646 shares of common stock and warrants to purchase 1,217,646 shares of common stock at $17.00 per share and associated warrant, less underwriting discounts and expenses. Such warrants include warrants to purchase 158,823 shares of common stock which were purchased by the underwriter at closing pursuant to a partial exercise of its offering over-allotment option. The underwriter retains an option through November 22, 2024, to purchase an additional 317,646 shares of common stock. The warrants are exercisable immediately, have a term of five years, and have an exercise price of $17.00 per share. The warrants will not trade on any market.

This offering follows NANO Nuclear’s initial public offering which closed on May 10, 2024, and its underwritten follow-on offering which closed on July 15, 2024, from which NANO Nuclear received total gross proceeds of over $30 million.

NANO Nuclear expects its net proceeds from the offering, after underwriting commissions and offering expenses, will be approximately $32.6 million. NANO Nuclear intends to use the net proceeds from this offering for (i) research and development of its products and technologies, including its ‘ZEUS’ and ‘ODIN’ microreactors and nuclear fuel transportation design optimization, fuel facility investigations and development, test work and scoping studies, and other technology research and development; (ii) marketing, promotion and business development activities; and (iii) regulatory compliance, intellectual property protection, hiring additional employees, retaining additional contractors and building out NANO Nuclear’s new Nuclear Technology Headquarters in Oak Ridge, Tennessee. NANO Nuclear will also use the proceeds for general working capital and may also use a portion of the net proceeds to acquire, license and invest in complementary products, technologies, or additional businesses, although NANO Nuclear currently has no agreements or commitments with respect to any such transaction.

“We have worked extremely hard to establish NANO Nuclear as one of the leaders in the U.S. advanced nuclear energy market. It is incredibly gratifying to see the continued support from our current shareholder base as well as new fundamental and institutional investors in this oversubscribed financing round, which will fuel our efforts to further develop and refine our proprietary technologies,” said Jay Yu, Founder and Chairman of NANO Nuclear Energy. “With over $65 million raised in under 6 months as a public company, we are positioned to drive shareholder value and realize our vision of becoming a leading, diversified, and vertically integrated nuclear energy company.”

The Benchmark Company, LLC acted as the sole book-running representative for the offering. Ellenoff Grossman & Schole LLP acted as counsel to NANO Nuclear. Lucosky Brookman LLP acted as counsel to The Benchmark Company. Withum Smith+Brown PC are NANO Nuclear’s registered independent auditors.

Registration statements relating to this public offering were filed with the Securities and Exchange Commission and declared. This registration statement can be obtained by visiting the SEC website at www.sec.gov. Please see such registration statement for additional information regarding NANO Nuclear.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.