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ORGANIZATION AND OPERATIONS AND BASIS OF PRESENTATION
 9 Months Ended
Jun. 30, 2026
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
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 a nuclear energy and technology company, developing smaller, simpler, and safer advanced reactors utilizing proprietary microreactor designs, intellectual property and research methods.

 

With the goal of vertical integration across key aspects of the nuclear fuel supply chain, the Company is principally focused on the following four business lines as part of its development strategy:

 

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Nuclear Reactor Business. The Company is developing the next generation of advanced nuclear microreactors, with its current principal allocation of time and capital resources directed toward the development of the KRONOS MMR™ Energy System. This high technology readiness (“TRL”) level, high-temperature gas-cooled reactor (“HTGR”), Tristructural-Isotropic (“TRISO”) fueled reactor is designed for both small- and large-scale operations, optimizing between size and output to allow for modularity and easier mass manufacturing, and efficient scalable energy generation. On April 2, 2026, the Company announced the formal submission of the Construction Permit Application (“CPA”) by The Grainger College of Engineering at The University of Illinois at Urbana- Champaign (“UIUC”), the Company’s partner for the KRONOS MMR™ Energy System deployment at the UIUC, to the U.S. Nuclear Regulatory Commission (“NRC”), which was formally accepted for review on May 18, 2026. On June 25, 2026, the Company further announced the continued progress in the NRC’s formal review of the CPA for the deployment of the Company’s KRONOS MMR™ Energy System at the UIUC. The Company also intends, subject to applicable approvals and arrangements, to supply power generated by the KRONOS MMR™ reactor to the UIUC grid. The reactor is expected to be a full-scale system – analogous to the commercial KRONOS MMR™ reactor the Company intends to sell and deploy after receiving an operating license. The UIUC project also serves as the reactor which the NRC will be evaluating as part of its licensing process for the entire system under the Part 50 licensing rules and regulations. Subject to the NRC review timeline, completion of required safety and environmental reviews, construction activities, and successful commissioning, we expect the KRONOS MMR™ to achieve initial operation or research availability around 2030. The KRONOS MMR™ reactor is currently under development and is subject to applicable licensing processes required for its potential commercialization as a power-producing product. Until the reactor is fully developed and required approvals are obtained, our development activities are focused on technology demonstration, fuel qualification, and design validation.

 

The Company’s current portfolio of reactors also includes the LOKI MMR™ reactor, a portable nuclear reactor designed for versatility in application and deployment, and particularly utilized for space applications, which is also a HTGR utilizing TRISO fuel, and ZEUS™ reactor, a portable modular solid core battery reactor ideal for military applications. Given that the Company put its corporate emphasis on the KRONOS MMR™ reactor as its lead project, and the fact that all of the Company’s reactor designs, except for the ODIN™ reactor, are within the high-temperature gas-cooled reactor family, in March  2026, the Company signed a definitive asset purchase agreement, as amended in June 2026, with Cambridge Atomworks (2024) Limited, a United Kingdom based advanced reactor developer who is already developing the ODIN™ technology for the Company on an outsourced consulting basis, for the sale of its ODIN™ microreactor design and all associated intellectual property to Cambridge Atomworks (2024) Limited. The closing is expected to occur on or before November 30, 2026. As of the date of this Report, the sale of the ODIN assets remains pending. Through the collaboration of our world-renowned nuclear scientists and engineers, the U.S. national nuclear laboratories, and government support, we believe our reactors will have the potential to impact the global energy landscape. Our goal is to commercially launch these products in the 2030s, and we are aiming to commercially launch the KRONOS MMR™ Energy System first in the early 2030s as we are currently dedicating a substantial majority of time and resources to such project. There can be no assurance that we will attain our construction, licensing and commercialization goals for our microreactors as currently anticipated.

     
  ● Fuel Supply Chain Business. Through its subsidiary, HALEU Energy Fuel Inc., the Company is also seeking to develop a 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 12), and the Company, were selected by the DOE to participate as one of six contract awardees in the DOE’s LEU Enrichment 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. The Company is also evaluating ways to participate in other key aspects of the nuclear fuel supply chain through commercial agreements or acquisitions to achieve its goal of vertical integration across key aspects of the nuclear fuel cycle. The Company has recently submitted a private proposal to Dioxitek S.A., an Argentinian state-owned nuclear fuel cycle and uranium dioxide production company and the country’s only feedstock manufacturer for nuclear fuel fabrication (“Dioxitek”), relating to the potential joint development by the parties of a natural uranium hexafluoride (UF6) production facility on Dioxitek’s existing infrastructure in Argentina. This development arises from a previously announced Memorandum of Understanding between the Company and Dioxitek, executed in August 2025, which established a non-binding framework to assess the current capacities of natural uranium conversion and supporting infrastructure in Argentina. The submission of the proposal by the Company reflects the outcome of this collaborative work, and the preparation and submission of the proposal represents the Company’s next step towards the potential development of UF₆ production capacity. Based on the Company’s active engagement regarding potential acquisitions or partnerships, the Company anticipates launching its fuel supply chain business in late 2026 or early 2027, which is dependent on the Company’s success in consummating such transactions. As of the date of this Report, the Company has not yet entered into any definitive agreement for commercially launching its fuel supply chain business. There can be no assurance that the Company will proceed with the launch as currently anticipated.
     
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Fuel Transportation Business. Through its subsidiary, Advanced Fuel Transportation Inc., a Nevada corporation (“AFT”), the Company is developing a high-capacity HALEU transportation product, capable of moving commercial quantities of HALEU fuel, which is expected to be integrated into its fuel transportation business. The Company’s transportation business will build on existing work completed at the Idaho National Laboratory (“INL”), Oak Ridge National Laboratory (“ORNL”) and Pacific Northwest National Laboratory (“PNNL”), the world’s premier U.S.-backed nuclear research facilities. Commercial launch of this business has been dependent on our progress in acquiring assets and businesses within the nuclear transport industry to provide our company with the capabilities to internally move the materials, reactors, and fuels inherent within a reactor deployment operation.

 

On May 22, 2026 (the “STS Acquisition Date”), the Company and AFT entered into a Membership Interest Purchase Agreement with Roy A. Boyd II, Onium Capital, LLC, a Georgia limited liability company (“Onium” and together with Mr. Boyd, the “Sellers”), and Secured Transportation Services LLC, a Delaware limited liability company (“STS”), pursuant to which the Sellers agreed to sell to AFT and AFT agreed to purchase from the Sellers 100% of the issued and outstanding membership interests of STS (the “STS Acquisition”). The closing of the STS Acquisition occurred on the STS Acquisition Date. By integrating STS’s revenue generating business into its operations, the Company believes that it took a decisive step toward becoming a leader in the next generation of nuclear energy infrastructure, with capabilities designed to support reactor deployment and the broader ecosystem required to enable commercialization at scale. The STS Acquisition also represents a significant strategic milestone in the Company’s evolution into a vertically integrated nuclear energy company by adding one of the most important and challenging elements of the nuclear fuel cycle: the capability to plan, coordinate, license, secure and execute nuclear materials transportation and related deployment activities. The Company is actively evaluating the potential acquisition of a second existing, revenue-generating business focused on the transportation of nuclear fuel and nuclear waste that could provide internal and external capabilities to support future nuclear fuel logistics requirements for the Company and third parties. However, there can be no assurance that the Company will proceed with any such acquisition as currently anticipated.

 

 

NANO NUCLEAR ENERGY INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2026

 

1. ORGANIZATION AND OPERATIONS AND BASIS OF PRESENTATION (Continued)

 

  ● Nuclear Consultation and Technical Services. The Company also sees an opportunity to provide nuclear technical support and consultation services for the resurgent and expanding nuclear energy industry in the future, primarily by acquiring businesses whose technical expertise will provide internal capabilities necessary to support the Company in developing and deploying its reactors or advancing its fuel supply chain business. Regulatory approval is not required to provide such services. As of the date of this Report, the Company has not yet formally launched its nuclear consultation business, although the Company generated a small amount of revenue from providing such services in its current and prior fiscal year.   The timing and formal launch of this business, should the Company elect to proceed, will depend on the Company’s ability to identify and complete its evaluation of potential acquisition targets and to consummate one or more such acquisitions, as well as the satisfaction of applicable conditions.

 

These unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned legal subsidiaries, American Uranium Inc., HALEU Energy Fuel Inc., AFT, Nano Nuclear Space Inc., KRONOS MMR Inc., LOKI MMR Inc., True North Nuclear Ltd. and STS. Each of these subsidiaries is a Nevada corporation except for True North Nuclear Ltd., a Canadian corporation and STS, a Delaware limited liability company.

 

Unless the context specifically indicates otherwise, as used herein, the terms “Common Stock” or “common stock” refer to the Company’s common stock, $0.0001 par value per share.

 

Liquidity

 

These 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, 2026, the Company had working capital of $577,897,280 and accumulated deficit of $83,301,437. For the nine months ended June 30, 2026, the Company had net loss of $25,800,580, and negative cash flows from operations of $18,664,484. At September 30, 2025, the Company had working capital of $200,841,189 and accumulated deficit of $57,500,857. For the year ended September 30, 2025, the Company had net loss of $40,067,076, and negative cash flows from operations of $19,621,963. 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 become 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 months ended June 30, 2026, the Company received approximately $2.5 million from exercises of warrants, $4.7 million from exercises of stock options, and net proceeds of approximately $404 million from the Company’s private placement offering and ATM Program (as defined below), net of offering costs. 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 the future.