Nano Nuclear Energy Inc 2023年度报告

FORM 10-K ☐ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACTOF 1934 For the fiscal year ended September 30, 2024 OR ☐TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934 For the transition period from _____________ to ___________________ Commission file number:001-42044 NANO NUCLEAR ENERGY INC. (Exact name of registrant as specified in its charter) Nevada88-0861977(State or other jurisdiction of(I.R.S. Employer 10 Times Square, 30thFloorNew York, New York 10018(Address of principal executive offices) (212) 634-9206(Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Title of Each Class:Trading Symbol(s):Name of Each Exchange on WhichRegistered:Common Stock, par value $0.0001 pershareNNEThe Nasdaq Stock Market LLC Securities registered pursuant to Section 12(g) of the Act:None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the SecuritiesAct. Yes☐No☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of theAct. Yes☐No☐ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) ofthe Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrantwas required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes☐No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to besubmitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or forsuch shorter period that the registrant was required to submit such files). Yes☐No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer,a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,”“accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the ExchangeAct. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extendedtransition period for complying with any new or revised financial accounting standards provided pursuant to Section13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment ofthe effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financialstatements of the registrant included in the filing reflect the correction of an error to previously issued financialstatements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis ofincentive-based compensation received by any of the registrant’s executive officers during the relevant recoveryperiod pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes☐No☐ The registrant was not a public company as of the last business day of its most recently completed second fiscalquarter and, therefore, cannot calculate the aggregate market value of its voting and non-voting common equity heldby non-affiliates as of such date. As of December 27, 2024, there were 36,596,849 shares of common stock issued and outstanding. TABLE OF CONTENTS Item 1CCybersecurity49Item 2.Properties49Item 3.Legal Proceedings50Item 4.Mine Safety Disclosures50 Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchasesof Equity Securities51Item 6.[Reserved]53Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations53Item 7A.Quantitative and Qualitative Disclosures About Market Risk60Item 8.Financial Statements and Supplementary Data60Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure60Item 9A.Controls and Procedures60Item 9B.Other Information61Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections61 Item 10.Directors, Executive Officers and Corporate Governance62Item 11.Executive Compensation72Item 12.Security Ownership of Certain Beneficial Owners and Management and Related StockholderMatters78Item 13.Certain Relationships and Related Transactions, and Director Independence79Item 14.Principal Accounting Fees and Services81 PART I CAUTIONARY NOTE ON FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K (this “Report”) contains forward-looking statements within the meaning ofSection 27A of the Securities Act of 1933, a