NNE Nano Nuclear Energy Inc

 

As filed with the Securities and Exchange Commission on January 24, 2025

 

Registration No. 333-[●]

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM S-8

 

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

 

NANO NUCLEAR ENERGY INC.

(Exact name of registrant as specified in its charter)

 

Nevada		88-0861977
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

 

10 Times Square, 30^th Floor

New York, New York 10018

(Address of principal executive offices, including zip code)

 

Nano Nuclear Energy Inc. 2023 Stock Option Plan #1

Nano Nuclear Energy Inc. 2023 Stock Option Plan #2

(Full title of the plan)

 

James Walker

Chief Executive Officer

Nano Nuclear Energy Inc.

10 Times Square, 30^th Floor

New York, New York 10018

(Name and address of agent for service)

 

Tel: (212) 634-9206

(Telephone number, including area code, of agent for service)

 

With copies to:

 

Richard I. Anslow, Esq.

Lawrence A. Rosenbloom, Esq.

Ellenoff Grossman & Schole LLP

1345 Avenue of the Americas

New York, NY 10105

Tel: (212) 370-1300

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act ☐

 

 

 

EXPLANATORY NOTE

 

Nano Nuclear Energy Inc., a Nevada corporation (the “Registrant,” “Company,” “our company,” “we,” “us,” “our,” or similar terminology), has prepared this registration statement on Form S-8 (the “Registration Statement”) in accordance with the requirements of General Instruction E to Form S-8 under the Securities Act of 1933, as amended (the “Securities Act”) to register an aggregate of up to 5,496,315 shares of common stock, par value $0.0001 per share (the “Common Stock”), up to 3,247,030 of which are reserved for issuance under the Nano Nuclear Energy Inc. 2023 Stock Option Plan #1 (the “2023 Plan #1”) and up to 2,249,285 of which are reserved for issuance under the Nano Nuclear Energy Inc. 2023 Stock Option Plan #2 (the “2023 Plan #2”, together with the “2023 Plan #1”, collectively the “Plans”).

 

This Registration Statement is being filed in order to register the Common Stock that may be offered or sold to participants under the 2023 Plan #1 and the 2023 Plan #2, either directly or upon exercise of options or other stock-based awards granted under such Plans.

 

This Registration Statement also includes, pursuant to General Instruction E to Form S-8, a re-offer prospectus in Part I (the “Reoffer Prospectus”). The Reoffer Prospectus may be utilized for reoffers and resales by certain executive officers and directors of our company listed in the Reoffer Prospectus who are, or may be deemed to be, “affiliates” of the Company within the meaning set forth in Rule 405 under the Securities Act (the “Selling Stockholders”), on a continuous or a delayed basis in the future, of up to an aggregate of 1,700,000 shares of Common Stock issued to the Selling Stockholders pursuant to option awards granted under the Plans. These shares may constitute “control securities” or “restricted securities” which have been issued prior to or may be issued or become issuable after the filing of this Registration Statement. The number of shares of Common Stock of the Company included in the Reoffer Prospectus represents Common Stock issued to the Selling Stockholders and does not necessarily represent a present intention to sell any or all such Common Stock.

 

Pursuant to Rule 424(b) under the Securities Act, we may supplement the Reoffer Prospectus from time to time with the names of additional selling stockholders and/or amounts of Common Stock, if any, to be reoffered or resold by such selling stockholders as that information becomes known. All other portions of the Registration Statement, as previously filed, remain unchanged.

 

PART I

 

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

 

Item 1. Plan Information.*

 

Item 2. Registration Information and Employee Plan Annual Information.*

 

* The documents containing the information specified in Item 1 and Item 2 of Part I of Form S-8 (Plan Information and Registrant Information and Employee Plan Annual Information) will be sent or given to recipients of the grants under the Plans as specified by Rule 428(b)(1) under the Securities Act. In accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”) and the instructions to Form S-8, such documents are not being filed with the SEC either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act. These documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II hereof, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act. The Registrant will provide a written statement to participants advising them of the availability without charge, upon written or oral request, of the documents incorporated by reference in Item 3 of Part II hereof and including the statement in the preceding sentence. The written statement to all participants will indicate the availability without charge, upon written or oral request, of other documents required to be delivered pursuant to Rule 428(b) of the Securities Act of 1933, as amended, and will include the address and telephone number to which the request is to be directed.

 

 

REOFFER PROSPECTUS

 

 

Up to 1,500,000 Shares of Common Stock under the Nuclear Energy Inc. 2023 Stock Option Plan #1

Up to 200,000 Shares of Common Stock under the Nuclear Energy Inc. 2023 Stock Option Plan #2

 

This reoffer prospectus (this “Reoffer Prospectus” or this “prospectus”) relates to the offer and sale, from time to time, by the selling stockholders named herein (the “Selling Stockholders”), or their permitted transferees, of up to an aggregate of 1,700,000 shares of Common Stock, par value $0.0001 per share (the “Common Stock”) of Nano Nuclear Energy Inc. (the “Company”) issued to the Selling Stockholders pursuant to option awards granted to the Selling Stockholders, including up to 1,500,000 shares of Common Stock under the Nano Nuclear Energy Inc. 2023 Stock Option Plan #1 (the “2023 Plan #1”) and up to 200,000 shares of Common Stock under the Nano Nuclear Energy Inc. 2023 Stock Option Plan #2 (the “2023 Plan #2”, together with the “2023 Plan #1”, collectively the “Plans”). We are not offering any of the Common Stock and will not receive any proceeds from the sale of the Common Stock offered by this Reoffer Prospectus. See “Use of Proceeds.”

 

The Selling Stockholders may from time to time sell, transfer or otherwise dispose of any or all of the shares of Common Stock covered by this Reoffer Prospectus through underwriters or dealers, directly to purchasers (or a single purchaser) or through broker-dealers or agents. If underwriters or dealers are used to sell the shares, we will name them and describe their compensation in a prospectus supplement. The Common Stock may be sold in one or more transactions at fixed prices, prevailing market prices at the time of sale, prices related to the prevailing market prices, varying prices determined at the time of sale or negotiated prices. We do not know when or in what amount the Selling Stockholders may offer the shares for sale. The Selling Stockholders may sell any, all or none of the shares offered by this Reoffer Prospectus. See “Plan of Distribution” beginning on page 13 for more information about how the Selling Stockholders may sell or dispose of the shares of Common Stock covered by this Reoffer Prospectus. The Selling Stockholders will bear all sales commissions and similar expenses. We will bear all expenses of registration incurred in connection with this offering, including any other expenses incurred by us in connection with the registration and offering that are not borne by the Selling Stockholders.

 

The Selling Stockholders are “affiliates” of the Company (as defined in Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”). The shares of Common Stock previously issued to the Selling Stockholders under the Plans are “control securities” or “restricted securities” under the Securities Act before their sale under this Reoffer Prospectus. This Reoffer Prospectus has been prepared for the purposes of registering the Common Stock under the Securities Act to allow for future sales by the Selling Stockholders on a continuous or delayed basis to the public without restriction.

 

Our Common Stock is listed on the Nasdaq Stock Market LLC (“Nasdaq”) under the symbol “NNE.” On January 21, 2025, the last reported closing price of our Common Stock as reported on Nasdaq was $32.18 per share.

 

We may add, update or change information contained in this Reoffer Prospectus from time to time by incorporating by reference any document or filing a prospectus supplement, as required. You should read this entire Reoffer Prospectus, together with the documents we incorporate by reference, and any applicable prospectus supplement carefully before you make your investment decision.

 

We are an “emerging growth company” as defined under the U.S. federal securities laws and, as such, may elect to comply with certain reduced public company disclosure and reporting requirements. See “Reoffer Prospectus Summary—Implications of Being an Emerging Growth Company.”

 

Investing in our securities is speculative and involves a high degree of risk. For a discussion of information that should be considered in connection with an investment in our securities, see “Risk Factors” beginning on page 10 of this Reoffer Prospectus and the risk factors contained in any document incorporated by reference in this Reoffer Prospectus and any applicable prospectus supplement.

 

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this Reoffer Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

 

Reoffer Prospectus dated January [●], 2025

 

 

TABLE OF CONTENTS

 

	Page
About this Reoffer Prospectus	ii
Industry and Market Data	iii
Cautionary Note Regarding Forward-Looking Statements	iv
Reoffer Prospectus Summary	1
Risk Factors	10
Use of Proceeds	10
Dilution	10
Selling Stockholders	11
Plan of Distribution	13
Experts	15
Legal Matters	15
Where You Can Find More Information	15
Incorporation of Certain Information by Reference	II-1

 

 

ABOUT THIS REOFFER PROSPECTUS

 

This Reoffer Prospectus is part of a registration statement (the “Registration Statement”) we filed with the Securities and Exchange Commission (the “SEC”) on Form S-8. The Selling Stockholders named in this Reoffer Prospectus may, from time to time, sell the securities described in this Reoffer Prospectus in one or more offerings. This Reoffer Prospectus includes important information about us, the Common Stock issued by us, the shares of Common Stock being offered by the Selling Stockholders and other information you should know before investing. Any document incorporated by reference in this Reoffer Prospectus and any prospectus supplement may also add, update, or change information in this Reoffer Prospectus. If there is any inconsistency between the information contained or incorporated by reference in this Reoffer Prospectus and any prospectus supplement, you should rely on the information contained in that particular prospectus supplement. This Reoffer Prospectus does not contain all of the information provided in the Registration Statement. You should read this Reoffer Prospectus together with the additional information about us described in the section below entitled “Where You Can Find More Information.” You should rely only on information contained or incorporated by reference in this Reoffer Prospectus and any applicable prospectus supplement. We have not, and the Selling Stockholders have not, authorized anyone to provide you with information different from that contained or incorporated by reference in this Reoffer Prospectus, any prospectus supplement or any free writing prospectus that we or the Selling Stockholders may authorize to be delivered or made available to you.

 

The information contained in this Reoffer Prospectus, any document incorporated by reference in this Reoffer Prospectus and any applicable prospectus supplement is accurate only as of their respective dates, regardless of the time of delivery of this Reoffer Prospectus, any document incorporated by reference in this Reoffer Prospectus or any applicable prospectus supplement, or the sale of any securities offered hereby. You should not assume that the information contained in this Reoffer Prospectus, any document incorporated by reference in this Reoffer Prospectus or any applicable prospectus supplement is accurate as of any other date. Our business, financial condition, results of operations and prospects may have changed since those dates.

 

This Reoffer Prospectus does not constitute an offer to sell or the solicitation of an offer to buy any securities other than the securities described in this Reoffer Prospectus. The securities offered by this Reoffer Prospectus are being offered only in jurisdictions where the offer is permitted.

 

Except as otherwise set forth in this Reoffer Prospectus, neither we nor the Selling Stockholders have taken any action to permit a public offering of these securities outside the United States or to permit the possession or distribution of this Reoffer Prospectus outside the United States. Persons outside the United States who come into possession of this Reoffer Prospectus must inform themselves about and observe any restrictions relating to the offering of these securities and the distribution of this Reoffer Prospectus outside the United States.

 

Unless the context requires otherwise, references in this Reoffer Prospectus to “Registrant,” “we,” “us,” “our,” “our company,” “the Company” or similar terminology refer to Nano Nuclear Energy Inc., including its consolidated subsidiaries.

 

 

INDUSTRY AND MARKET DATA

 

Unless otherwise indicated, information included or incorporated by reference in this Reoffer Prospectus concerning economic conditions, our industry, our markets, and our competitive position is based on a variety of sources, including information from third-party industry analysts and publications and our own estimates and research. Some of the industry and market data contained or incorporated by reference in this Reoffer Prospectus are based on third-party industry publications. This information involves a number of assumptions, estimates and limitations.

 

The industry publications, surveys and forecasts and other public information generally indicate or suggest that their information has been obtained from sources believed to be reliable. None of the third-party industry publications referenced (or incorporated by reference) in this Reoffer Prospectus were prepared on our behalf. The industry in which we operate is subject to a high degree of uncertainty and risk due to a variety of factors, including those described in “Risk Factors” in this Reoffer Prospectus. These and other factors could cause results to differ materially from those expressed in these publications.

 

TRADEMARKS

 

We own or have rights to trademarks or trade names that we use in connection with the operation of our businesses, our corporate names, logos and website names. This Reoffer Prospectus contains or incorporates by reference references to our trademarks and service marks and to those belonging to other entities. Solely for convenience, trademarks and trade names referred to in this prospectus may appear without the ® or ^™ symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent possible under applicable law, our rights or the rights of the applicable licensor to these trademarks and trade names. We do not intend our use or display of other companies’ trade names, trademarks, or service marks to imply a relationship with, or endorsement or sponsorship of us by any other companies. All other trademarks are the property of their respective owners.

 

 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

This Reoffer Prospectus and the information included or incorporated herein by reference contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, about us and our industry that involve risks and uncertainties. Forward-looking statements generally relate to future events or our future financial or operating performance and may include statements concerning, among other things, financial results, business plans, future liabilities and other obligations, impairments and amortization, estimates of the financial impact of certain items, accounting treatment, events or circumstances, and capital allocation. In some cases, 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,” “should,” “will,” “would,” “assumption” or “judgment” or the negative of those terms or other similar expressions, although not all forward-looking statements contain those words.

 

These forward-looking statements present our estimates and assumptions only as of the date of this Reoffer Prospectus and are subject to several known and unknown risks, uncertainties, and assumptions. Accordingly, you are cautioned not to place undue reliance on forward-looking statements, which speak only as of the dates on which they are made. Important factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to, those challenges summarized below:

 

	●	Our ability to design, develop, manufacture and sell our proposed micro and small nuclear reactors.
	●	Our ability to develop a domestic Low Enriched Uranium (LEU) and High-Assay Low-Enriched Uranium (HALEU) fuel supply chain to supply the next generation of advanced nuclear reactors and our own systems.
	●	Our ability to produce a regulatorily licensed, high-capacity HALEU transportation package, capable of moving commercial quantities of HALEU fuel.
	●	Our ability to provide nuclear service support and consultation services for the expanding and resurgent nuclear energy industry, both domestically and internationally.
	●	Our ability to source, retain, and expand our technical and business staff to meet the demands of our expanding and diversifying business.
	●	Our ability to raise the substantial amount of additional funds that will be necessary for our business to succeed, which funds may not be available on acceptable terms or available at all.
	●	Assumptions relating to the size of the market for our micro nuclear reactors.
	●	Unanticipated regulations of nuclear energy that add barriers to our business and have a negative effect on our operations.
	●	Our estimates of expenses, future revenue, capital requirements and our needs for, or ability to obtain, additional financing.
	●	Our status as an early-stage pre-revenue company in a rapidly evolving industry with a business model that is still being developed and is largely untested.
	●	Our ability to avoid a significant disruption in our information technology system, including security breaches, or our ability to implement new system and software successfully.
	●	Our ability to obtain and maintain intellectual property protection for our products.
	●	The other risks identified in the section titled “Risk Factors.”

 

The foregoing does not represent an exhaustive list of matters that may be covered by the forward-looking statements contained herein or risk factors that we are faced with. A forward-looking statement is neither a prediction nor a guarantee of future events or circumstances. You should not place undue reliance on the forward-looking statements. Except as required by law, we undertake no obligation to update or revise any of the forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events.

 

You should read this Reoffer Prospectus and the documents that we include or incorporate by reference in this Reoffer Prospectus and have filed as exhibits to the Registration Statement, of which this Reoffer Prospectus is a part, completely and with the understanding that our actual future results may be materially different from what we expect. We qualify all of the forward-looking statements in (or incorporated by reference in) this Reoffer Prospectus by these cautionary statements.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

RISK FACTORS

 

An investment in our Common Stock is speculative and involves significant risks. Before making an investment decision, you should carefully consider the risks described under “Item 1A. Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended September 30, 2024 filed with the SEC on December 30, 2024 (the “Annual Report”) which are incorporated herein by reference, and the risk factors contained in the other documents that are filed after the date hereof and incorporated by reference in this Reoffer Prospectus or contained in any applicable supplement. Additional risks not presently known to us or that we currently deem immaterial may also impair our business operations. Our business, financial condition or results of operations could be materially and adversely affected by any of these risks. The trading price and value of our Common Stock could decline due to any of these risks, and you may lose all or part of your investment.

 

USE OF PROCEEDS

 

The Common Stock to be offered and sold using this Reoffer Prospectus will be offered and sold by the Selling Stockholders named in this Reoffer Prospectus. Accordingly, we will not receive any proceeds from any sale or disposition of shares of Common Stock held by the Selling Stockholders pursuant to this Reoffer Prospectus.

 

DILUTION

 

Because the Selling Stockholders who offer and sell Common Stock covered by this Reoffer Prospectus may do so at various times, at prices and at terms then prevailing or at prices related to the then current market price, or in negotiated transactions, we have not included in this Reoffer Prospectus information about the dilution (if any) to the public arising from these sales.

 

 

SELLING STOCKHOLDERS

 

This Reoffer Prospectus relates to the offer and sale, from time to time, by the Selling Stockholders named herein, or their permitted transferees, of up to 1,700,000 shares of our Common Stock, issued to the Selling Stockholders under the Plans.

 

The following table sets forth the names of the Selling Stockholders, the number of shares of Common Stock owned by each of them as of the date of this Reoffer Prospectus, the maximum number of shares of Common Stock that they may offer pursuant to this Reoffer Prospectus, and the number and percentage of shares of Common Stock to be beneficially owned by each Selling Stockholders assuming all of the shares of Common Stock which may be offered by such Selling Stockholders pursuant to this Reoffer Prospectus are sold.

 

We cannot advise you as to whether the Selling Stockholders will in fact sell any or all of their Common Stock. The Selling Stockholders may offer all or part of the Common Stock for resale from time to time through public or private transactions, at fixed prices, prevailing market prices at the time of sale, prices related to the prevailing market prices, varying prices determined at the time of sale or negotiated prices. Because the Selling Stockholders may offer all, some or none of their securities, no definitive estimate as to the number of shares of Common Stock that will be held by the Selling Stockholders after an offering can be provided. The Selling Stockholders may sell any, all or none of the shares offered by this Reoffer Prospectus. See “Plan of Distribution.” We will not receive any of the proceeds from the sale of the Common Stock sold by the Selling Stockholders.

 

Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security. Therefore, beneficial ownership of the Common Stock by each Selling Stockholder includes Common Stock that is currently exercisable or convertible, or exercisable or convertible within sixty (60) days.

 

Unless otherwise indicated, we believe that all persons named in the table below have sole voting and investment power with respect to Common Stock beneficially owned by them.

 

Selling Stockholder’s information for each additional Selling Stockholder, if any, will be set forth in a prospectus supplement to the extent required prior to the time of any offer or sale of such Selling Stockholder’s Common Stock pursuant to this Reoffer Prospectus. Any prospectus supplement may add, update, substitute, or change the information contained in this Reoffer Prospectus, including the identity of each Selling Stockholder and the number of shares of Common Stock registered on its behalf.

 

		Common Stock
Name of Selling Stockholder		Stock Owned Before the Offering(1)				Stock Owned Before the Offering (%)(2)				Stock to be Offered for Resale(3)				Stock Owned After the Offering				Stock Owned After the Offering (%)
Jay Jiang Yu (4)			10,700,000				28.55	%			700,000				10,000,000				27.19	%
James Walker (5)			1,000,000				2.67	%			700,000				300,000				*
Jaisun Garcha (6)			440,000				1.19	%			190,000				250,000				*
Dr. Tsun Yee Law (7)			130,000				*				30,000				100,000				*
Diane Hare (8)			40,000				*				40,000				–				–
Dr. Kenny Yu (9)			55,000				*				40,000				15,000				*

 

* Less than one percent (1%)

 

(1)

The number of shares of Common Stock listed for each Selling Stockholder is based on the Common Stock held by such Selling Stockholder as of the date of this Reoffer Prospectus but assumes the exercise of all convertible securities held by such Selling Stockholder that are currently exercisable or exercisable within 60 days of the date of this Reoffer Prospectus.

 

 

(2)	In calculating the percentages, (a) the numerator is calculated by adding the number of shares of Common Stock held by such Selling Stockholder as of the date of this Reoffer Prospectus and the number of shares of Common Stock issuable upon the exercise of convertible securities held by such Selling Stockholder that are currently exercisable or exercisable within 60 days of the date of this Reoffer Prospectus, if any; and (b) the denominator is calculated by adding an aggregate of 36,772,336 Common Stock outstanding as of January 21, 2025 and the number of shares of Common Stock issuable upon the exercise of convertible securities held by such Selling Stockholder that are currently exercisable or exercisable within 60 days of the date of this Reoffer Prospectus, if any (but not the number of shares of Common Stock issuable upon the exercise of convertible securities held by any other Selling Stockholder).
(3)	The number of shares to be sold includes (a) the Common Stock held by such Selling Stockholder as of the date of this Reoffer Prospectus and offered hereby, and (b) the Common Stock issuable to such Selling Stockholder and offered hereby.
(4)	Represents 700,000 shares of Common Stock issuable upon the exercise of the vested options within 60 days of the date of this Resale Prospectus by I Financial Ventures Group LLC. (or the I Financial), a Limited Liability company incorporated under the laws of Delaware. Jay Jiang Yu, our President, Secretary, Treasurer, and Chairman of the Board of Directors (the “Board”), is the sole shareholder and director of I Financial, and exercises voting and dispositive power of the securities held by I Financial. The address of I Financial is c/o 10 Times Square, 30th Floor, New York, NY 10018.
(5)	James Walker is the Chief Executive Officer, Head of Reactor Development and Director of the Company.
(6)	Jaisun Garcha is the Chief Financial Officer of the Company.
(7)	Dr. Tsun Yee Law is a member of the Board of the Company.
(8)	Diane Hare is a member of the Board of the Company.
(9)	Dr. Kenny Yu is a member of the Board of the Company.

 

 

PLAN OF DISTRIBUTION

 

We are registering the Common Stock covered by this Reoffer Prospectus to permit the Selling Stockholders to conduct public secondary trading of the Common Stock from time to time after the date of this Reoffer Prospectus. As used herein, references to “Selling Stockholders” includes donees, pledgees, transferees, distributees or other successors-in-interest selling Common Stock of Company received after the date of this Reoffer Prospectus from a Selling Stockholder as a gift, pledge, partnership distribution or other transfer.

 

We will not receive any of the proceeds from the sale of the Common Stock offered by this Reoffer Prospectus. The aggregate proceeds to the Selling Stockholders from the sale of the Common Stock will be the purchase price of the Common Stock less any discounts and commissions. We will not pay any brokers’ or underwriters’ discounts and commissions in connection with the registration and sale of the Common Stock covered by this Reoffer Prospectus. The Selling Stockholders will pay any underwriting discounts and commissions and expenses incurred by them for brokerage, accounting, tax or legal services or any other expenses incurred by them in disposing of the Common Stock. We will bear the costs, fees and expenses incurred in effecting the registration of the Common Stock covered by this Reoffer Prospectus, including all registration and filing fees and fees and expenses of our counsel and our independent registered public accounting firm. The Selling Stockholders reserve the right to accept and, together with their respective agents, to reject, any proposed purchases of the Common Stock to be made directly or through agents.

 

The Common Stock offered by this Reoffer Prospectus may be sold from time to time to purchasers:

 

● directly by the Selling Stockholders;

 

● through underwriters, broker-dealers or agents, who may receive compensation in the form of discounts, commissions or agent’s commissions from the Selling Stockholders or the purchasers of the Common Stock; or

 

● through a combination of any of these above-mentioned methods of sale.

 

Any underwriters, broker-dealers or agents who participate in the sale or distribution of the Common Stock may be deemed to be “underwriters” within the meaning of the Securities Act. As a result, any discounts, commissions or concessions received by any such broker-dealer or agents who are deemed to be underwriters will be deemed to be underwriting discounts and commissions under the Securities Act. Underwriters are subject to the prospectus delivery requirements of the Securities Act and may be subject to certain statutory liabilities under the Securities Act and the Exchange Act. The Selling Stockholders may agree to indemnify any broker, dealer or agent that participates in transactions involving sales of the Common Stock against certain liabilities in connection with the offering of the shares arising under the Securities Act. We will make copies of this Reoffer Prospectus available to the Selling Stockholders for the purpose of satisfying the prospectus delivery requirements of the Securities Act. To our knowledge, there are currently no plans, arrangements or understandings between the Selling Stockholders and any underwriter, broker-dealer or agent regarding the sale of the Common Stock by the Selling Stockholders.

 

The Common Stock may be sold in one or more transactions at:

 

● fixed prices;

 

● prevailing market prices at the time of sale;

 

● prices related to such prevailing market prices;

 

● varying prices determined at the time of sale; or

 

● negotiated prices.

 

 

These sales may be effected in one or more transactions:

 

● on any national securities exchange or quotation service on which the Common Stock may be listed or quoted at the time of sale, including Nasdaq;

 

● in the over-the-counter market;

 

● in transactions otherwise than on such exchanges or services or in the over-the-counter market;

 

● through trading plans entered into by the Selling Stockholders pursuant to Rule 10b5-1 under the Exchange Act that are in place at the time of an offering pursuant to this Reoffer Prospectus and any applicable prospectus supplement hereto that provide for periodic sales of their securities on the basis of parameters described in such trading plans;

 

● any other method permitted by applicable law; or

 

● through any combination of the foregoing.

 

These transactions may include block transactions or crosses. Crosses are transactions in which the same broker acts as an agent on both sides of the trade.

 

At the time a particular offering of the Common Stock is made, a prospectus supplement, if required, will be distributed, which will set forth the name of the Selling Stockholders, the aggregate amount of Common Stock being offered and the terms of the offering, including, to the extent required, (1) the name or names of any underwriters, broker-dealers or agents, (2) any discounts, commissions and other terms constituting compensation from the Selling Stockholders, and (3) any discounts, commissions or concessions allowed or reallowed to be paid to broker-dealers.

 

The Selling Stockholders also may transfer the securities in other circumstances, in which case the transferees, pledgees or other successors-in-interest will be the selling beneficial owners for purposes of this Reoffer Prospectus. Upon being notified by a Selling Stockholder that a donee, pledgee, transferee, other successor-in-interest intends to sell our Common Stock, we will, to the extent required, promptly file a supplement to this Reoffer Prospectus to name specifically such person as a Selling Stockholder.

 

The Selling Stockholders will act independently of us in making decisions with respect to the timing, manner, and size of each resale or other transfer. There can be no assurance that the Selling Stockholders will sell any or all the Common Stock under this Reoffer Prospectus. Further, we cannot assure you that the Selling Stockholders will not transfer, distribute, devise or gift the Common Stock by other means not described in this Reoffer Prospectus. In addition, any Common Stock covered by this Reoffer Prospectus that qualify for sale under Rule 144 of the Securities Act may be sold under Rule 144 rather than under this Reoffer Prospectus. The Common Stock may be sold in some states only through registered or licensed brokers or dealers. In addition, in some states the Common Stock may not be sold unless they have been registered or qualified for sale or an exemption from registration or qualification is available and complied with.

 

The Selling Stockholders and any other person participating in the sale of the Common Stock will be subject to the Exchange Act. The Exchange Act rules include, without limitation, Regulation M, which may limit the timing of purchases and sales of any of the Common Stock by the Selling Stockholders and any other person. In addition, Regulation M may restrict the ability of any person engaged in the distribution of the Common Stock to engage in market-making activities with respect to the particular securities being distributed. This may affect the marketability of the Common Stock and the ability of any person or entity to engage in market-making activities with respect to the Common Stock.

 

Once sold under the Registration Statement of which this Reoffer Prospectus forms a part, the Common Stock covered by this Reoffer Prospectus will be freely tradable in the hands of persons other than our affiliates.

 

 

EXPERTS

 

WithumSmith+Brown, PC (or Withum), our independent registered public accounting firm, has audited our consolidated balance sheets as of September 30, 2024 and 2023, and the related consolidated statements of operations, changes in stockholders’ equity and cash flows for the years ended September 30, 2024 and 2023, as set forth in their report dated December 30, 2024 included in our 2024 Annual Report, which was incorporated by reference into this prospectus of which this registration statement form a part. We have included our consolidated financial statements in this prospectus and in the registration statement in reliance on Withum’ s report given on their authority as experts in accounting and auditing.

 

LEGAL MATTERS

 

The validity of these shares has been passed upon by Parsons Behle & Latimer, Reno, Nevada.

 

WHERE YOU CAN FIND MORE INFORMATION

 

We have filed with the SEC a Registration Statement under the Securities Act, with respect to the shares of Common Stock offered hereby. This Reoffer Prospectus, which constitutes a part of the Registration Statement, does not contain all of the information set forth in the Registration Statement or the exhibits and schedules filed therewith. For further information about us and the Common Stock offered hereby, we refer you to the Registration Statement, the documents incorporated by reference herein and the exhibits and schedules filed thereto. Statements contained or incorporated by reference in this Reoffer Prospectus regarding the contents of any contract or any other document that is filed as an exhibit to the Registration Statement are not necessarily complete, and each such statement is qualified in all respects by reference to the full text of such contract or other document filed as an exhibit to the Registration Statement. The SEC maintains an Internet website that contains reports, proxy statements and other information about registrants, like us, that file electronically with the SEC. The address of that site is www.sec.gov.

 

We are subject to the information and periodic reporting requirements of the Exchange Act and, in accordance therewith, we file periodic reports, proxy statements and other information with the SEC. Such periodic reports, proxy statements and other information is available for inspection and copying at the public reference room and website of the SEC referred to above. We maintain a website at www.nanonuclearenergy.com. You may access our Registration Statement on Form S-1, annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act with the SEC free of charge or at our website as soon as reasonably practicable after such material is electronically filed with, or furnished to, the SEC. The reference to our website address does not constitute incorporation by reference of the information contained on our website, and you should not consider the contents of our website in making an investment decision with respect to our Common Stock.

 

 

PART II

 

INFORMATION NOT REQUIRED IN THE PROSPECTUS

 

Item 3. Incorporation of Documents by Reference.

 

The following documents filed by the Registrant with the Securities and Exchange Commission (the “SEC”) pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are hereby incorporated by reference in this Registration Statement:

 

	1.	The Registrant’s Annual Report on Form 10-K for the fiscal year ended September 30, 2024 filed with the SEC on December 30, 2024 (the “Annual Report”);
	2.	All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act, since the end of the fiscal year covered by the Annual Report (other than the portions of these documents not deemed to be filed); and
	3.	The description of the Registrant’s Common Stock contained in the Registration Statement on Form 8-A (File No. 001-42044) filed with the SEC on May 6, 2024, including any amendment or report filed for the purpose of updating such description.

 

All documents subsequently filed with the SEC by the Registrant pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act on or after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereunder have been sold or that deregisters all securities then remaining unsold under this Registration Statement, shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents; provided, however, that documents or information deemed to have been furnished and not filed in accordance with the rules of the SEC shall not be deemed incorporated by reference into this Registration Statement.

 

Any statement contained herein or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such earlier statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

 

Item 4. Description of Securities.

 

Not applicable.

 

Item 5. Interests of Named Experts and Counsel.

 

Not applicable.

 

Item 6. Indemnification of Directors and Officers.

 

Nevada Revised Statutes (“NRS”) 78.138(7) provides that, subject to limited statutory exceptions and unless the articles of incorporation or an amendment thereto (in each case filed on or after October 1, 2003) provide for greater individual liability, a director or officer is not individually liable to a corporation or its shareholders or creditors for any damages as a result of any act or failure to act in his or her capacity as a director or officer unless it is proven that: (i) the act or failure to act constituted a breach of his or her fiduciary duties as a director or officer and (ii) the breach of those duties involved intentional misconduct, fraud or a knowing violation of law.

 

 

NRS 78.7502(1) provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation), by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with the action, suit or proceeding if the person (i) is not liable pursuant to NRS 78.138 or (ii) acted in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the conduct was unlawful. NRS 78.7502(2) provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including amounts paid in settlement and attorneys’ fees actually and reasonably incurred by the person in connection with the defense or settlement of the action or suit if the person (i) is not liable pursuant to NRS 78.138 or (ii) acted in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the corporation. To the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any such action, suit or proceeding, or in defense of any claim, issue or matter therein, the corporation shall indemnify him or her against expenses, including attorneys’ fees, actually and reasonably incurred by him or her in connection with the defense. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, does not, of itself, create a presumption that the person is liable pursuant to NRS 78.138 or did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the corporation, or that, with respect to any criminal action or proceeding, he or she had reasonable cause to believe that the conduct was unlawful. Indemnification may not be made for any claim, issue or matter as to which such a person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.

 

NRS 78.7502(3) provides that any discretionary indemnification pursuant to NRS 78.7502 (unless ordered by a court or advanced pursuant to NRS 78.751(2)), may be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee, or agent is proper in the circumstances. The determination must be made (i) by the shareholders; (ii) by the board of directors by majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding; (iii) if a majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding so orders, by independent legal counsel in a written opinion; or (iv) if a quorum consisting of directors who were not parties to the action, suit or proceeding cannot be obtained, by independent legal counsel in a written opinion. NRS 78.751(2) provides that the corporation’s articles of incorporation or bylaws, or an agreement made by the corporation, may provide that the expenses of officers and directors incurred in defending a civil or criminal action, suit or proceeding must be paid by the corporation as they are incurred and in advance of the final disposition of the action, suit or proceeding, upon receipt of an undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that the director or officer is not entitled to be indemnified by the corporation.

 

Under the NRS, the indemnification pursuant to NRS 78.7502 and advancement of expenses authorized in or ordered by a court pursuant to NRS 78.751:

 

●

Does not exclude any other rights to which a person seeking indemnification or advancement of expenses may be entitled under the articles of incorporation or any bylaw, agreement, vote of shareholders or disinterested directors or otherwise, for either an action in the person’s official capacity or an action in another capacity while holding office, except that indemnification, unless ordered by a court pursuant to NRS 78.7502 or for the advancement of expenses made pursuant to NRS 78.751(2), may not be made to or on behalf of any director or officer if a final adjudication establishes that the director’s or officer’s acts or omissions involved intentional misconduct, fraud or a knowing violation of the la w and was material to the cause of action; and

 

 

●

Continues for a person who has ceased to be a director, officer, employee, or agent and inures to the benefit of the heirs, executors and administrators of such a person.

 

A right to indemnification or to advancement of expenses arising under a provision of the articles of incorporation or any bylaw is not eliminated or impaired by an amendment to such provision after the occurrence of the act or omission that is the subject of the civil, criminal, administrative or investigative action, suit or proceeding for which indemnification or advancement of expenses is sought, unless the provision in effect at the time of such act or omission explicitly authorizes such elimination or impairment after such action or omission has occurred.

 

Our governing documents provide that to the fullest extent permitted under the NRS (including, without limitation, to the fullest extent permitted under NRS 78.7502 and 78.751(3)) and other applicable law, that we shall indemnify our directors and officers in their respective capacities as such and in any and all other capacities in which any of them serves at our request.

 

Item 7. Exemption from Registration Claimed.

 

Not applicable.

 

Item 8. Exhibits.

 

See the attached Exhibit Index on the page immediately preceding the signature pages hereto, which is incorporated herein by reference into this Registration Statement.

 

Item 9. Undertakings.

 

A. The undersigned Registrant hereby undertakes:

 

1. To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

 

(i) To include any prospectus required by section 10(a)(3) of the Securities Act;

 

(ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement.

 

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

 

Provided, however, that paragraphs (A)(1)(i) and (A)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the Registrant pursuant to section 13 or section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.

 

2. That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

 

3. To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

 

B. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

C. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

 

EXHIBIT INDEX

 

Exhibit Number		Description
3.1		Articles of Incorporation of the Registrant (1)
3.2		Certificate of Amendment to Articles of Incorporation, dated March 4, 2024 (1)
3.3		Amended and Restated Bylaws of the Registrant (1)
4.1		Specimen Common Stock Certificate (1)
5.1*		Opinion of Parsons Behle & Latimer as to the legality of the securities being registered
10.1		2023 Stock Option Plan #1 (1)
10.2		2023 Stock Option Plan #2 (1)
23.1*		Consent of WithumSmith+Brown, PC, Independent Registered Public Accounting Firm
23.2*		Consent of Parsons Behle & Latimer (included in Exhibit 5.1)
24.1*		Power of Attorney (included on signature page of this Registration Statement)
107*		Fee filing table

 

* Filed herewith.

 

(1) Filed as an exhibit to the Registrant’s Registration on Form S-1 (File No. 333-278076), filed with the SEC on May 1, 2024.

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 24^th day of January, 2025.

 

	NANO NUCLEAR ENERGY INC.
	By:	/s/ James Walker
		James Walker
		Chief Executive Officer

 

POWER OF ATTORNEY

 

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints James Walker and Jay Jiang Yu, and each of them, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities (including his or her capacity as a director and/or officer of Nano Nuclear Energy Inc.) to sign any or all amendments (including post-effective amendments) to this Registration Statement on Form S-8 and any and all additional registration statements filed pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith and about the premises, as fully to all intents and purposes as they, he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or any of them, or their, his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-8 has been signed below by the following persons in the capacities and on the dates indicated.

 

Signature		Title		Date
/s/ Jay Jiang Yu		Chairman of the Board, President and Secretary		January 24, 2025
Jay Jiang Yu
/s/ James Walker		Chief Executive Officer and Director		January 24, 2025
James Walker		(Principal Executive Officer)
/s/ Jaisun Garcha		Chief Financial Officer		January 24, 2025
Jaisun Garcha		(Principal Accounting Officer)
/s/ Tsun Yee Law		Independent Director		January 24, 2025
Dr. Tsun Yee Law
/s/ Diane Hare		Independent Director		January 24, 2025
Diane Hare
/s/ Kenny Yu		Independent Director		January 24, 2025
Dr. Kenny Yu

 

 

 

Exhibit 5.1

 

50 West Liberty Street, Suite 750 Reno, Nevada 89501 Main 775.323.1601 Fax 775.348.7250

A Professional Law Corporation

 

January 24, 2025

 

The Board of Directors

Nano Nuclear Energy Inc.

10 Times Square, 30^th Floor

New York, New York 10018

 

Re:

Nano Nuclear Energy Inc. – Registration Statement on Form S-8

 

Ladies and Gentlemen:

 

We have acted as Nevada counsel to Nano Nuclear Energy Inc., a Nevada corporation (the “Company”) with respect to the registration by the Company of an aggregate of up to 5,496,315 shares (“Shares”) of common stock, par value $0.001 (the “Common Stock”), up to 3,247,030 of which are reserved for issuance under the Company’s 2023 Stock Option Plan #1 (the “2023 Plan #1”), and up to 2,249,285 of which are reserved for issuance under the Company’s 2023 Stock Option Plan #2 (the “2023 Plan #2, together with the 2023 Plan #1, collectively, the “Plans”) on the registration statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended (“Securities Act”), as filed with the Securities and Exchange Commission (“SEC”).

 

As Nevada counsel to the Company, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. We are opining herein as to the Nevada Revised Statutes, and we express no opinion with respect to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction or, in the case of Nevada, any other laws, or as to any matters of municipal law or the laws of any local agencies within any state.

 

We have made such examination as we have deemed necessary for the purpose of this opinion letter.  Based upon such examination, it is our opinion, that:

 

(a) the Shares that have been or may be issued under the Plans are duly authorized shares of the Company’s Common Stock; and

 

(b) when the Registration Statement has become effective under the Securities Act, and when the Shares issued, or Shares to be issued are sold against receipt of the consideration therefor in the manner described in the Plans, as applicable, the Common Stock so issued will be validly issued, fully paid and non-assessable.

 

 

The Board of Directors

Nano Nuclear Energy Inc.

January 24, 2025

Page 2

 

The opinions expressed herein are limited to the matters specifically set forth herein and no other opinion shall be inferred beyond the matters expressly stated. In connection with this opinion letter, we have examined and relied on the representations and warranties as to factual matters in the Registration Statement. Our knowledge of the Company and its legal and other affairs is limited by the scope of our engagement, which scope includes the delivery of this opinion letter. We do not represent the Company with respect to all legal matters or issues. The Company may employ other independent counsel and, to our knowledge, handles certain matters and issues without the assistance of independent counsel.

 

This opinion letter is given as of the date hereof and we assume no obligation to advise you of changes that may hereafter be brought to our attention.

 

We hereby consent to the use of this opinion letter as an exhibit to the Registration Statement and we also consent to the reference of our name under the caption “Legal Matters” in the Registration Statement.

 

	Very truly yours,
	/s/ PARSONS BEHLE & LATIMER
	PARSONS BEHLE & LATIMER

 

 

Exhibit 23.1

 

Consent of Independent Registered Public Accounting Firm

 

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated December 30, 2024, relating to the consolidated financial statements of Nano Nuclear Energy, Inc. as of and for the years ended September 30, 2024 and 2023. We also consent to the reference to us under the caption “Experts” in the Prospectus.

 

/s/ WithumSmith+Brown, PC

 

New York, New York

January 24, 2025

 

 

 

Exhibit 107

 

Calculation of Filing Fee Tables

 

Form S-8

(Form Type)

 

Nano Nuclear Energy Inc.

(Exact name of registrant as specified in its charter)

 

Table 1 - Newly Registered Securities

 

Security Type		Security Class Title		Fee Calculation Rule		Amount Registered				Proposed Maximum Offering Price Per Unit				Maximum Aggregate Offering Price				Fee Rate				Amount of Registration Fee
Equity		Common Stock, par value $0.0001 per share		Rule 457(c) and Rule 457(h)			5,496,315	(1)		$	29.32	(2)		$	161,151,956				0.0001531			$	24,673
Total Fee Offsets																							—	(3)
Net Fee Due																						$	24,673

 

(1)	Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of the Registrant’s Common Stock that become issuable under the Registrant’s Nano Nuclear Energy Inc. 2023 Stock Option Plan #1 (the “2023 Plan #1”) and Nano Nuclear Energy Inc. 2023 Stock Option Plan #2 (the “2023 Plan #2”) by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the Registrant’s receipt of consideration which results in an increase in the number of the outstanding shares of Common Stock.
(2)	Estimated in accordance with Rule 457(c) and (h) of the Securities Act solely for the purpose of calculating the registration fee on the basis of $29.32 per share, which was the average of the high and low prices of the Registrant’s Common Stock as reported on the Nasdaq Capital Market on January 21, 2025.
(3)	The Registrant does not have any fee offsets.

 

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