Form 8-K

8-K — Nano Nuclear Energy Inc.

Accession: 0001493152-26-037746

Filed: 2026-08-13

Period: 2026-08-12

CIK: 0001923891

SIC: 4911 (ELECTRIC SERVICES)

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-99.1 (ex99-1.htm)

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0001923891

2026-08-12

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON,

D.C. 20549

FORM

8-K

CURRENT

REPORT

PURSUANT

TO SECTION 13 OR 15(d) OF THE

SECURITIES

EXCHANGE ACT OF 1934

Date

of Report (Date of earliest event reported): August 12, 2026

Nano

Nuclear Energy Inc.

(Exact

name of registrant as specified in its charter)

Nevada

001-42044

88-0861977

(State

or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS

Employer

Identification No.)

Times Square, 30th Floor

New

York, New York 10018

(Address

of principal executive offices, including zip code)

Registrant’s

telephone number, including area code: (212) 634-9206

Not

Applicable

(Former

name or former address, if changed since last report)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions:

☐

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common

Stock, par value $0.0001 per share

NNE

The

Nasdaq Stock Market LLC

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☒

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 13(a) of the Exchange Act. ☐

Item

8.01 Other Events.

August 12, 2026, Nano Nuclear Energy Inc. (the “Company”) issued a press release reporting its third quarter fiscal year

2026 financial results and providing a business update. A copy of the press release is filed as Exhibit 99.1 to this Current Report on

Form 8-K and is incorporated herein by reference.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits

Exhibit

No.

Description

99.1

Press

Release of the Company.

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant

to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its

behalf by the undersigned hereunto duly authorized.

Dated:

August 13, 2026

NANO

Nuclear Energy Inc.

By:

/s/

Jaisun Garcha

Name:

Jaisun

Garcha

Title:

Chief

Financial Officer

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit

99.1

NANO

Nuclear Reports Q3 FY 2026 Financial Results and Provides Business Update

Management

to hold webcast today at 5:00 pm Eastern

New

York, N.Y., August 12, 2026 — NANO Nuclear Energy Inc. (NASDAQ: NNE) (“NANO Nuclear” or “the Company”),

a leading advanced nuclear micro modular reactor and technology company focused on developing clean energy solutions, today reported

its third quarter fiscal year 2026 financial results and provided a business update.

Figure

1 - NANO Nuclear Reports Q3 FY 2026 Financial Results and Provides Business Update

During

its third fiscal quarter ended June 30, 2026 and subsequently, NANO Nuclear made tangible progress as a leading North-American microreactor

developer. Key achievements included:

● The

U.S. Nuclear Regulatory Commission (NRC) accepted for review the Construction Permit Application

(CPA) for deployment of the KRONOS MMRTM Energy System at the University

of Illinois (U. of I.), initiating formal review activities

● Completed

the acquisition of Secured Transportation Systems (STS), a U.S.-based, globally operating

nuclear logistics, transportation and services company with more than 20 years of experience

supporting the movement of radioactive and nuclear materials, adding a revenue generating

business and advancing its vertical integration strategy.

○ STS

generated audited revenues of approximately $7.1 million and net income of approximately

$1.3 million for the twelve months ended December 31, 2025.

○ STS

generated approximately $3.9 million dollars of unaudited revenue during the first six months

of calendar year 2026.

● Completed

1 gigawatt (GW) feasibility study for BaRupOn’s data center & manufacturing campus,

advanced discussions with a potential strategic collaborator developing GW-scale data centers

in the U.S. and internationally, advancing discussions with a nuclear power project developer

and AI-infrastructure company for a collaboration on several commercial opportunities, and

earlier stage discussions with potential data center, defense, mining, and industrial customers,

providing visibility into multiple GW of potential future commercial deployments

● Strong

progress in advancing several synergistic acquisition and partnership opportunities across

the nuclear fuel cycle to further enhance vertical integration, including additional transportation

assets and nuclear fuel facility assets

● Advanced

several critical engineering workstreams, including progress with a collaboration with Fortil

for KRONOS’ fuel handling and storage system, as well as a separate collaboration with

another globally recognized engineering organization for KRONOS’ helium circulator

● Robust

quarter end cash, cash equivalents and short-term investment balance of approximately $580

million dollars, positioning NANO Nuclear with substantial liquidity and financial flexibility

● Significantly

expanded headcount to 85 employees and contractors as of June 30, 2026, from 31 one year

prior, with expectations for significant further increases to enable the company’s

growth strategy

“We

continued to execute across our core priorities during the third quarter and more recently, highlighted by the advancement of the KRONOS

MMR™ Energy System into formal NRC licensing for our first deployment at the University of Illinois. We also expanded our vertical

integration with the acquisition of STS to strengthen our fuel-cycle capabilities, making NANO Nuclear a revenue generating microreactor

developer. Moreover, we experienced significant growth in our pipeline of commercial opportunities, with visibility into multiple gigawatts

of potential commercial deployments,” said Jay Yu, Founder and Chairman of NANO Nuclear. “We’re confident KRONOS’

high-TRL modular HTGR design, enhanced safety profile, and ability to use commercially available fuel will be key advantages as we advance

toward construction, licensing, and commercial deployments in the coming years. Moreover, we expect our robust financial position, highly

experienced team, and significant growth in headcount to enable our future execution. Equally as important, we continue to evaluate additional

M&A and partnership opportunities to expand vertical integration and de-risk future KRONOS deployments. We believe this combination

of technology, strategy, financial strength, and industry experience has built one of the industry’s strongest foundations for

long-term value creation.”

Financial

Results for Nine Months Ended June 30, 2026

Cash

and Cash Equivalents

● NANO

Nuclear had cash, cash equivalents, and short-term investments totaling $580 million as of

June 30, 2026, an increase from the prior quarter ended March 30, 2026 from approximately

$26 million in net proceeds through its At-the-Market (ATM) program, partially offset by

operating expenses related to the advancement of the KRONOS MMRTM Energy

System and related fuel cycle initiatives.

Operating

Activities

● $18.7

million used in operating activities during the nine months ended June 30, 2026, an approximate

$4.0 million increase from the prior year comparable period, primarily reflecting an increase

in operating expenses to advance development of the KRONOS MMRTM Energy

System and adjacent fuel cycle initiatives, partially offset by a significant increase

in interest income and a reduction in equity-based compensation.

Investing

Activities

● $297.6

million used in investing activities during the nine months ended June 30, 2026, an increase

of $284.7 million versus the prior year comparable period, primarily driven by a $281.2 million

dollar increase in short-term investments to earn a higher yield on the Company’s cash

balance.

Financing

Activities

● $411.5

million in net cash provided by financing activities during the nine months ended June

30, 2026, an increase of $202.2 million versus the prior year comparable period, primarily

from $378.5 million in net proceeds from an October 2025 private placement and $25.6 million

in net proceeds from the Company’s ATM program during the third quarter.

2026 Key Highlights and Recent Developments

KRONOS

MMR™ Begins Formal NRC Licensing & Advances Toward Construction

● In

May of 2026, the NRC docketed the CPA for the deployment of the KRONOS MMR™ at the

U. of I., initiating formal review activities

○ The

NRC subsequently announced expectations to complete its environmental assessment in the first

quarter of 2027 and its safety evaluation in the third quarter of 2027.

○ The

NRC review timeline is consistent with the Company’s expectation to begin construction

in the second half of 2027.

● Progress

with engineering partners demonstrates maturation of key reactor subsystems

○ Collaboration

with Fortil advances the KRONOS MMR™ Energy System’s fuel handling and

storage system design

○ Collaboration

with a globally recognized engineering firm demonstrates further progress in advancement

of the KRONOS MMR™ Energy System’s helium circulator design

Growing

Pipeline Provides Visibility into Multiple Gigawatts of Commercial Opportunities

● Completed

feasibility study to evaluate 1 GW of power provided by the Company’s KRONOS MMR™

Energy System for BaRupOn’s AI data center and manufacturing campus under development

in Texas, advancing discussions toward initiation of the licensing process

● Advancing

discussions toward an initial framework with a potential strategic collaborator and customer

to support their planned multi-GW pipeline of data-center projects in the U.S. and select

international markets as their preferred nuclear technology partner

● Signed

an MOU with Supermicro to evaluate the integration of the KRONOS MMR™ Energy System

with their AI server and data-center infrastructure platforms

● Selected

by AFWERX for an SBIR Phase I Award, and continued advancing Direct to Phase II Award for

a separate opportunity at Joint Base Anacostia Bolling

● Advanced

discussions with a nuclear power project developer and AI-infrastructure company for a collaboration

on several commercial opportunities

Tangible

Progress in Enhancing Vertical Integration Across Nuclear Fuel Supply Chain

● Acquired

STS, bringing in house a revenue generating, globally operating nuclear logistics, transportation

and services company with a history of profitability

○ Acquisition

reduces reliance on third party providers, improves capabilities across several aspects of

the fuel cycle, and de-risks future reactor deployments

● Strong

progress in advancing several synergistic acquisition and partnership opportunities across

the nuclear fuel cycle, with potential for more than one announcement in the coming months

Well-Positioned

to Execute Strategy with Robust Liquidity

● Ended

the quarter with approximately $580 million in cash, cash equivalents and short-term investments

○ Enhanced

already strong balance sheet during the quarter by raising approximately $26 million in net

proceeds from the Company’s ATM Program

● Strong

balance sheet a significant strategic advantage, placing the Company in a strong position

to execute its growth strategy

“During

the third quarter, we continued to execute across our core priorities and converted our strategic foundation into tangible progress.

The NRC’s formal acceptance of our Construction Permit Application for the KRONOS MMR™ Energy System marks one of

the most important milestones in our development program and reflects the maturity of the technology as we advance toward construction

readiness,” said James Walker, Chief Executive Officer of NANO Nuclear. “At the same time, our acquisition of Secured

Transportation Services materially strengthens our vertical integration, bringing highly specialized nuclear logistics capabilities in-house

and further de-risking future KRONOS deployments. Commercially, we are making meaningful headway, particularly through advanced discussions

with a prospective strategic collaborator and customer developing a multi-gigawatt pipeline of U.S. data-center projects, which we believe

could position NANO Nuclear as their preferred nuclear technology provider. Moreover, our robust liquidity position, ending the quarter

with approximately $580 million in cash, cash equivalents and short-term investments, continues to be a significant strategic advantage,

providing us the financial flexibility to advance KRONOS, pursue synergistic acquisitions, and accelerate commercialization across several

high-value end markets.”

NANO

Nuclear management will hold a webcast today at 5:00 pm Eastern to discuss the Company’s results and future plans.

Event:

NANO

Nuclear Energy Inc. Q3 FY 2026 Business Update Webcast

Date:

Wednesday,

August 12, 2026

Time:

5:00

p.m. ET

Live

Call:

1-877-269-7756

(U.S. Toll Free) or 1-201-689-7817 (International)

Webcast:

https://ir.nanonuclearenergy.com/news-events/events

replay of the webcast will be made available on NANO Nuclear’s website beginning shortly after the call this evening.

About

NANO Nuclear Energy, Inc.

NANO

Nuclear Energy Inc. (NASDAQ: NNE) is a North American advanced technology-driven nuclear energy company seeking to become a commercially

focused, diversified, and vertically integrated company across five business lines: (i) cutting edge portable and other microreactor

technologies, (ii) nuclear fuel supply chain, (iii) nuclear fuel transportation, (iv) nuclear applications for space and (v) nuclear

industry consulting services.

Led

by a world-class nuclear engineering team, NANO Nuclear’s reactor products in development include the proprietary KRONOS MMR™

Energy System, a stationary high-temperature gas-cooled reactor that is in construction permit pre-application engagement U.S. Nuclear

Regulatory Commission (NRC) in collaboration with University of Illinois Urbana-Champaign, “ZEUS”, a portable solid

core battery reactor, and the space focused, portable LOKI MMR™, 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, bolstered by the May 2026 acquisition of Secured Transportation Services

(STS), is led by former executives from the largest transportation company in the world and provides nuclear engineering and materials

transport services in the U.S. and globally. 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.

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.

NANO

Nuclear Space Inc. (NNS), a NANO Nuclear subsidiary, is exploring the potential commercial applications of NANO Nuclear’s developing

micronuclear reactor technology in space. NNS is focusing on applications such as the LOKI MMR™ system and other power systems

for extraterrestrial projects and human sustaining environments, and potentially propulsion technology for long haul space missions.

NNS’ initial focus will be on cis-lunar applications, referring to uses in the space region extending from Earth to the area surrounding

the Moon’s surface.

For

more corporate information please visit: https://NanoNuclearEnergy.com/

For

further NANO Nuclear information, please contact:

Email:

IR@NANONuclearEnergy.com

Business Tel: (212) 634-9206

PLEASE

FOLLOW OUR SOCIAL MEDIA PAGES HERE:

NANO

Nuclear Energy LINKEDIN

NANO

Nuclear Energy YOUTUBE

NANO

Nuclear Energy X PLATFORM

Cautionary

Note Regarding Forward Looking Statements

This

news release, the webcast described herein and statements of NANO Nuclear’s management in connection with this news release 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 related

to future events, which may impact our expected future business and financial performance, and often contain words such as “expects”,

“anticipates”, “intends”, “explore,” “plans”, “aim,” “goal,”

“believes”, “potential”, “will”, “should”, “could”, “would” or

“may” or derivations of these words and other words of similar meaning, although forward-looking statements may be denoted

by other terms. In this press release, forward-looking statements include those regarding the Company’s development and regulatory

(regarding its KRONOS microreactor) and commercial (including customer acquisition) plans. These and other 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, which may be beyond our control. 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”), U.S. Nuclear Regulatory Commission (“NRC”),

Canadian Nuclear Safety Commission (“CNSC”) or related state or other U.S. or non-U.S nuclear licensing submissions, (ii)

risks related the development of new or advanced technology and the acquisition of complementary technology or businesses, including

difficulties with design and testing, cost overruns, regulatory delays, integration issues and the development of competitive technology,

(iii) our ability to obtain key vendor, technology and customer contracts and the significant funding necessary to execute on our business

plan, (iv) risks related to uncertainty regarding our ability to technologically develop and commercially deploy a competitive advanced

nuclear reactor or other technology in the timelines we anticipate, if ever, (v) risks related to the impact of U.S. and non-U.S. government

regulation, policies and licensing requirements, including by the DOE, and the NRC, including those associated with the recently enacted

ADVANCE Act and the May 23, 2025 Executive Orders seeking to streamline nuclear regulation, and (vi) similar risks and uncertainties

associated with the operating a developing business a highly regulated, competitive and rapidly evolving industry, including that our

plans may change and we may use our cash on hand faster or in different ways than anticipated as our business requires. Readers are cautioned

not to place undue reliance on these forward-looking statements, which apply only as of the date of this news release. These factors

may not constitute all factors that could cause actual results to differ from those discussed in any forward-looking statement, and NANO

Nuclear therefore encourages investors to review other factors that may affect future results in its filings with the SEC, which are

available for review at www.sec.gov and at https://ir.nanonuclearenergy.com/financial-information/sec-filings. 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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Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration