Nano Nuclear Energy Inc 2026年季度报告

FORM 10-Q (Mark One) For the quarterly period ended March 31, 2026 For the transition period from ____________ to ____________ Commission file number 001-42044 NANO NUCLEAR ENERGY INC. (Exact name of registrant as specified in its charter) (212) 634-9206(Registrant’s telephone number, including area code) N/A(Former name, former address and former fiscal year, if changed since last report) Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was 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 be submitted andposted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter periodthat 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 smallerreporting company, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reportingcompany” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Accelerated filer☐Smaller reporting company☐Emerging growth company☒ Large accelerated filer☐Non-accelerated filer☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ As of May 12, 2026, there were 52,083,294 shares of the Company’s common stock issued and outstanding. NANO NUCLEAR ENERGY INC. Form 10-QFor the Quarter Ended March 31, 2026TABLE OF CONTENTSPageCautionary Note Regarding Forward-Looking StatementsiiPart I. Financial Information1Item 1.Financial Statements1Condensed Consolidated Balance Sheets as of March 31, 2026 (Unaudited) and September 30, 20251Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three and SixMonths Ended March 31, 2026 and 20252Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three and SixMonths Ended March 31, 2026 and 20253Unaudited Condensed Consolidated Statements of Cash Flows for the Six Months Ended March 31, 2026 and20254Notes to the Condensed Consolidated Financial Statements (Unaudited)5Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations24Item 3.Quantitative and Qualitative Disclosures About Market Risk35Item 4.Controls and Procedures35Part II. Other Information36Item 1.Legal Proceedings36Item 1A.Risk Factors36Item 2.Unregistered Sales of Equity Securities and Use of Proceeds37Item 3.Defaults Upon Senior Securities37Item 4.Mine Safety Disclosures37Item 5.Other Information37Item 6.Exhibits38Signatures39i CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This Quarterly Report on Form 10-Q (this “Report”) contains “forward-looking statements” (as defined in Section 27A of theSecurities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the“Exchange Act”) that reflect our current expectations and views of future events. The forward-looking statements are containedprincipally in the section of this Report entitled “Management’s Discussion and Analysis of Financial Condition and Results ofOperations.” Readers are cautioned that significant known and unknown risks, uncertainties and other important factors (includingthose over which we may have no control) and others listed in this Report, in the “Item 1A. Risk Factors” section of our Annual Reporton Form 10-K for the fiscal year ended September 30, 2025 (“2025 Annual Report”), as filed with the Securities and ExchangeCommission (the “SEC”) on December 18, 2025, and in our other filings with the SEC may cause our actual results, performance orachievements to be materially different from those expressed or implied by the forward-looking statements. You can identify these forward-looking statements by terms such as “anticipate,” “believe,” “continue,” “could,” “depends,”“estimate,” “expects,” “intend,” “may,” “ongoing,” “plan,” “potential,” “predict,” “project,” “aim,” “goal,” “should,” “will,” “would,”“assumption” or “judgment” or derivatives of these terms or other similar expressions pertaining to the future, although not allforward-looking statements contain those words. These forward-looking statements present our estimates and assumptions only as of the date