11. ACQUISITION OF ALIP TECHNOLOGY  

On June 21, 2024, the Company acquired a novel annular linear induction pump (“ALIP”) technology used in small nuclear reactor cooling (“ALIP Acquisition”) from noted physicist, research engineer and project manager Carlos O. Maidana, PhD. In connection with the transaction, Dr. Maidana agreed to collaborate with the Company as a consultant on further development of the ALIP technology with a view toward achieving SBIR Phase III Award status.

As part of this transaction, Dr. Maidana assigned to the Company all intellectual property rights associated with the ALIP technology and product, his work on the foregoing grants and the proposal for the SBIR Phase III program. As consideration for the ALIP Acquisition, the Company (i) issued 50,000 shares of Common Stock to Dr. Maidana and (ii) paid Dr. Maidana cash consideration of $50,000. Additionally, the Company agreed to deliver to Dr. Madana an additional (iii) 50,000 shares of Common Stock and (iv) cash consideration of $50,000, contingent upon the successful completion of the SBIR Phase III project prior to specific timetables. The Company anticipated that the completion of the SBIR Phase III project would occur, and therefore had calculated the contingent consideration at the closing price of the Common Stock on the date of ALIP Acquisition. The ALIP Acquisition was accounted for as an acquisition of in-process R&D that was fully expensed on the acquisition date as R&D costs.

NANO NUCLEAR ENERGY INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2026

The ALIP Acquisition was recorded at its fair value as of June 21, 2024. The total purchase price was approximately $1.67 million and was comprised of the following:

SCHEDULE OF ALIP ACQUISITION

At June 30, 2026, the contingent cash and Common Stock obligation was revalued to its fair value of $1,107,000 based on the closing price of the Common Stock on June 30, 2026, which resulted in a revaluation expense of $33,000 for the three months ended June 30, 2026 and a revaluation recovery of $871,000 for the nine months ended June 30, 2026. At June 30, 2025, the contingent cash and common shares obligation was revalued to its fair value of $1,774,500 based on the closing price of the Common Stock on June 30, 2025, which resulted in a revaluation expense of $401,500 and $1,004,000 for the three and nine months ended June 30, 2025, respectively.