| ORGANIZATION AND OPERATIONS AND BASIS OF PRESENTATION |
1.
ORGANIZATION AND OPERATIONS AND BASIS OF PRESENTATION
NANO
Nuclear Energy Inc. (“NANO”, the “Company”, “we”, “us”, “our” and similar terminology) was incorporated under the laws of the State of Nevada on February
8, 2022 (“Inception”) and is headquartered in New York, New York. The Company is an early-stage nuclear energy company developing
smaller, cheaper, and safer advanced portable clean energy solutions utilizing advanced proprietary reactor designs, intellectual property
and research methods.
The
Company is principally focused on the following four business lines as part of its development strategy:
| ● | Nuclear
Reactor Business. The Company’s on-demand capable, advanced nuclear microreactors
currently in development are (i) the fixed installation KRONOS MMR™
Energy System, (ii) ZEUS, a portable modular solid core battery reactor,
(iii) ODIN, a portable modular low-pressure coolant reactor, and (iv) the space
focused, portable LOKI MMR™. The KRONOS MMR™ reactor
targets new markets beyond those targeted by the Company’s smaller microreactors, which
are designed for more remote locations, such as island and remote communities, remote industry
such as mining projects or oil and gas. The KRONOS MMR™ reactor will target larger population centers, industrial heat for larger industries,
data and artificial intelligence centers for the tech industry, and LOKI MMR™ will
target extra-terrestrial applications. ZEUS and ODIN microreactors have moved
from the design stages to physical test work stages, with materials testing, irradiation
testing, and initial rig construction currently underway, to ensure the accuracy of the Company’s
modelled reactors and to optimize the dimensions and composition of the systems. In March
2025, the Company announced that it had assembled the first reactor core hardware of the
ZEUS microreactor for initial non-nuclear testing. Given the Company’s corporate
emphasis on the KRONOS MMR™ reactor and the fact that all of the Company’s
reactor designs, except for ODIN, are high-temperature gas-cooled reactors, the Company is
considering strategic alternatives for ODIN. These alternatives are intended to monetize
the Company’s investment in the project to date and enable the Company to allocate
more time and resources to the KRONOS MMR™ reactor and its other designs
and technologies. The Company envisions readily replaceable microreactors which it can provide
to customers in several sectors, including data centers, artificial intelligence computer
and quantum computing; crypto mining; military applications; disaster relief; transportation
(including shipping); mining projects; water desalination and green hydrogen plants; remote
habitation, and space exploration. The KRONOS and LOKI designs and related
intellectual property and other assets were acquired on January 10, 2025 (see Note 10 for
further information). Through its subsidiary, Nano Nuclear Space Inc., the Company is seeking
to explore the potential commercial applications of developing micronuclear reactor technology
in space. |
| ● | Fuel
Processing Business. Through its subsidiary, HALEU Energy Fuel Inc., and in coordination
with the Department of Energy (“DOE”), the Company is also seeking to develop a domestic low-enriched uranium (LEU)
and high-assay low-enriched uranium (HALEU) fuel supply chain to supply fuel not only for
its own reactors but also to the broader advanced nuclear reactor industry. In December 2024,
the Company announced that LIS Technologies Inc., a related party through common ownership and management (“LIST”) (see Note 9), and the Company were selected by the DOE to participate as one of six contract awardees
in the DOE’s Low-Enriched Uranium (LEU) Enrichment Acquisition Program (“LEU
Acquisition Program”). Under the contract awarded to LIST, LIST was selected as the
prime contractor, with the Company as the key subcontractor bringing the Company’s
technical and regulatory expertise in advanced nuclear solutions to the collaboration (See
Note 9 for further information). |
| ● | Fuel
Transportation Business. Through its subsidiary, Advanced Fuel Transportation Inc.,
the Company is developing a high-capacity HALEU transportation product, capable of moving
commercial quantities of HALEU fuel around North America. The Company is also examining strategic
acquisitions within the nuclear transportation industry to provide the Company with the in-house
capability to move its own materials and reactors, although as of the date of these unaudited condensed consolidated financial statements,
the Company has not entered into any definitive agreements with any third party for such
acquisitions. |
| | | |
| | ● | Nuclear Consultation Services. The
Company also plans on providing nuclear service support and consultation services for the expanding and resurgent nuclear energy
industry, both domestically and internationally. We are currently evaluating strategic acquisitions or collaborations to expand our
business operations and formally establish our consulting services, and have commenced several material discussions with potential
targets for such acquisitions or collaborations, but as of the date of these unaudited condensed consolidated financial statements,
we have not entered into any definitive agreements for such acquisitions or collaborations. In combination with our intention to
acquire existing revenue generating consultancy businesses, we are focusing on building our own internal nuclear consultation
business in coordination with certain outside academic institutions, which we anticipate would require approximately $2
million over the next twelve months to recruit additional staff and build corresponding infrastructure to be capable of providing
these services. |
NANO
NUCLEAR ENERGY INC. AND SUBSIDIARIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
As
of June 30, 2025
(Unaudited)
1.
ORGANIZATION AND OPERATIONS AND BASIS OF PRESENTATION (Continued)
These
unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, American
Uranium Inc., HALEU Energy Fuel Inc., Advanced Fuel Transportation Inc., Nano Nuclear Space Inc., KRONOS MMR Inc., and LOKI MMR Inc.
Each of these subsidiaries is a Nevada corporation.
As
used herein, the term “Common Stock” refers to the common stock, $0.0001 par value per share, of the Company.
Liquidity
The
accompanying unaudited condensed consolidated financial statements have been prepared on a going concern basis, which assumes the
realization of assets and settlement of liabilities in the normal course of business. At June 30, 2025, the Company had working
capital of $209,295,670 and
accumulated deficit of $49,450,447.
For the nine months ended June 30, 2025, the Company had net loss of $32,016,666,
and negative cash flows from operations of $14,713,509.
At September 30, 2024, the Company had working capital of $27,502,873
and accumulated deficit of $17,433,781.
For the year ended September 30, 2024, the Company had net loss of $10,151,556,
and negative cash flows from operations of $8,464,146.
The ability of the Company to continue as a going concern is dependent on the Company’s ability to secure financing from
capital markets or other sources, including investors, loans, government grants or alternative funding and, ultimately, on the
Company’s ability to generate revenue and profitable operations. Management is of the opinion that sufficient working capital
is available to meet the Company’s liabilities and commitments as they come due at least for the next twelve months after the
date the unaudited condensed consolidated financial statements are issued to conform to the going concern uncertainty period. During
the nine- month period ended June 30, 2025, the Company received approximately $15.7
million from exercises of warrants, $2.3
million from exercises of stock options, and net proceeds of approximately $191
million from the Company’s October 2024 Follow-on Offering (as defined in Note 5 below), its November 2024 Private Placement
offering (as defined in Note 5), and its May 2025 Private Placement Offering (as defined in Note 5). In order to achieve the
Company’s long-term strategy, the Company expects to raise additional capital or secure other sources of financing to support
its growth in future.
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