NANO Nuclear Energy Inc. (NASDAQ: NNE) (“NANO Nuclear”), a vertically integrated advanced nuclear energy and technology company developing portable clean nuclear energy solutions, today announced that it has priced an upsized firm commitment, registered underwritten public offering of 2,117,646 shares of common stock and common stock purchase warrants to purchase 1,058,823 shares of common stock.

Each share and associated warrant is being sold at a public offering price of $17.00, for gross proceeds of approximately $36 million, before deducting underwriting discounts and offering expenses. In addition, NANO Nuclear has granted the underwriter a 30-day overallotment option to purchase up to an additional 317,646 shares common stock and/or common stock purchase warrants to purchase 158,823 shares of common stock at the public offering price for gross proceeds of up to $5.4 million, less underwriting discounts and expenses.

While the shares and associated warrants were marketed as a unit, such units have no stand-alone rights and will not be certificated or issued as stand-alone securities.

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.

The Benchmark Company, LLC is acting as sole book-running manager for the offering.

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 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.

The offering is expected to close on or about October 25, 2024, subject to the satisfaction of customary closing conditions.

Registration statements relating to these securities were previously filed with the U.S. Securities and Exchange Commission (“SEC”) and have become effective. The offering is being made only by means of a prospectus. Copies of the final prospectus, when available, may be obtained from The Benchmark Company, LLC, 150 East 58th St., 17th Floor, New York, NY 10155, by telephone: (212) 312-6700, or by email at [email protected].

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.