NANO Nuclear Energy Inc. (NASDAQ: NNE) (“NANO Nuclear”), a
vertically integrated advanced nuclear energy and technology
company developing portable clean nuclear energy solutions, today
announced that it has priced an upsized firm commitment, registered
underwritten public offering of 900,000 shares of common stock and
warrants to purchase 450,000 shares of common stock.
Each share and associated warrant is being sold
at a public offering price of $20.00, for gross proceeds of
approximately $18 million, before deducting underwriting discounts
and offering expenses. In addition, NANO Nuclear has granted the
underwriter a 30-day option to purchase up to an additional 135,000
shares common stock and/or associated warrants to purchase 67,500
shares of common stock at the public offering price, less
underwriting discounts and commissions.
While the shares and associated warrants were
marketed as a unit, such units have no stand-alone rights and will
not be certificated or issued as stand-alone securities.
The warrants are exercisable immediately, have a
term of five years, and have an exercise price of $20.00 per share.
The warrants will not trade on any market.
The Benchmark Company, LLC is acting as sole
book-running manager for the offering
NANO Nuclear intends to use the net proceeds
from this offering to continue the research and development of its
proprietary micro nuclear reactor designs, ‘ZEUS’
and ‘ODIN’, advancing its exclusive licensed
technology to transport commercial quantities of High-Assay,
Low-Enriched Uranium (HALEU) fuel needed for the future of the
advanced nuclear industry, development of a U.S. domestic source of
HALEU fuel fabrication for NANO Nuclear’s own microreactors and the
broader advanced nuclear reactor industry as well as general
corporate purposes and working capital.
The offering is expected to close on or about
July 15, 2024, subject to the satisfaction of customary closing
conditions.
The offering is being made pursuant to an
effective shelf registration statement on Form S-1 (File No.
333-280727) previously filed with and subsequently declared
effective by the U.S. Securities and Exchange Commission (“SEC”) on
July 10, 2024. The proposed offering will be made only by means of
a prospectus. Copies of the final prospectus, when available, may
be obtained from The Benchmark Company, LLC, 150 East 58th St.,
17th Floor, New York, NY 10155, by telephone: (212) 312-6700, or by
email at Prospectus@benchmarkcompany.com.
This press release shall not constitute an offer
to sell or the solicitation of an offer to buy these securities,
nor shall there be any sale of these securities in any state or
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such state or jurisdiction.
About NANO Nuclear Energy
Inc.
NANO Nuclear Energy Inc. (NASDAQ:
NNE) is an advanced technology-driven nuclear energy
company seeking to become a commercially focused, diversified, and
vertically integrated company across four business lines: (i)
cutting edge portable microreactor technology, (ii) nuclear fuel
fabrication, (iii) nuclear fuel transportation and (iv) nuclear
industry consulting services. NANO Nuclear believes it is the first
portable nuclear microreactor company to be listed publicly in the
U.S.
Led by a world-class nuclear engineering team,
NANO Nuclear’s products in technical development are
“ZEUS”, a solid core battery reactor, and “ODIN”, a
low-pressure coolant reactor, each representing advanced
developments in clean energy solutions that are portable, on-demand
capable, advanced nuclear microreactors.
Advanced Fuel Transportation Inc.
(AFT), a NANO Nuclear subsidiary, is led by former
executives from the largest transportation company in the world
aiming to build a North American transportation company that will
provide commercial quantities of HALEU fuel to small modular
reactors, microreactor companies, national laboratories, military,
and DOE programs. Through NANO Nuclear, AFT is the exclusive
licensee of a patented high-capacity HALEU fuel transportation
basket developed by three major U.S. national nuclear laboratories
and funded by the Department of Energy. Assuming development and
commercialization, AFT is expected to form part of the only
vertically integrated nuclear fuel business of its kind in North
America.
HALEU Energy Fuel Inc. (HEF), a
NANO Nuclear subsidiary, is focusing on the future development of a
domestic source for a High-Assay, Low-Enriched Uranium (HALEU) fuel
fabrication pipeline for NANO Nuclear’s own microreactors as well
as the broader advanced nuclear reactor industry.
For further information, please
contact:
Email: IR@NANONuclearEnergy.comBusiness
Tel: (212) 634-9206
Cautionary Note Regarding Forward
Looking Statements
This news release and statements of NANO
Nuclear’s management in connection with this news release or
related events contain or may contain "forward-looking statements"
within the meaning of Section 21E of the Securities Exchange Act of
1934, as amended, and the Private Securities Litigation Reform Act
of 1995. In this context, forward-looking statements mean
statements (including statements related to the proposed public
offering, including the proposed use of proceeds from such
offering, as described herein) related to future events, which may
impact our expected future business and financial performance, and
often contain words such as “seek,” "expects", "anticipates",
"intends", "plans", "believes", “potential”, "will", "should",
"could", "would" or "may" and other words of similar meaning. These
forward-looking statements are based on information available to us
as of the date of this news release and represent management's
current views and assumptions. Forward-looking statements are not
guarantees of future performance, events or results and involve
significant known and unknown risks, uncertainties and other
factors, some of which may be beyond our control. Readers are
cautioned that actual results may differ materially and adversely
from the results implied in forward-looking statements. For NANO
Nuclear, particular risks and uncertainties that could cause our
actual future results to differ materially from those expressed in
our forward-looking statements include but are not limited to the
following: (i) risks related to our U.S. Department of Energy
(“DOE”) nuclear fuel manufacturing submission and the development
of new or advanced technology, including difficulties with design
and testing, cost overruns, development of competitive technology,
(ii) our ability to obtain contracts and funding to be able to
continue operations; (iii) risks related to uncertainty regarding
our ability to commercially deploy a competitive advanced nuclear
reactor technology, (iv) risks related to the impact of government
regulation and policies including by the DOE and the U.S. Nuclear
Regulatory Commission; and similar risks and uncertainties
associated with the business of a start-up business operating a
highly regulated industry and (v) risks related to preliminary
technology collaborations such as the one with Curio described
herein. These factors may not constitute all factors that could
cause actual results to differ from those discussed in any
forward-looking statement. Readers are cautioned not to place undue
reliance on these forward-looking statements, which apply only as
of the date of this news release. Accordingly, forward-looking
statements should not be relied upon as a predictor of actual
results. We do not undertake to update our forward-looking
statements to reflect events or circumstances that may arise after
the date of this news release, except as required by law.
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