Form 8-K

8-K — Nano Nuclear Energy Inc.

Accession: 0001493152-26-023327

Filed: 2026-05-15

Period: 2026-05-14

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

2026-05-14

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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): May 14, 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.

May 14, 2026, Nano Nuclear Energy Inc. (the “Company”) issued a press release reporting its second 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:

May 15, 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 Q2 FY 2026 Financial Results and Provides Business Update

Management

to hold webcast today at 5:00 pm Eastern

New

York, N.Y., May 14, 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 second quarter Fiscal Year 2026 financial results and provided a business update.

Figure

1- NANO Nuclear Energy Reports Q2 FY 2026 Financial Results and Provides Business Update

During

its second fiscal quarter ended March 31, 2026 and subsequently, NANO Nuclear made tangible progress as a leading North-American microreactor

developer. Key achievements included:

● Further

advancement of the KRONOS MMRTM system through a formal submission of a

Construction Permit Application (or CPA) to the U.S. NRC under Part 50 by the University

of Illinois (U. of I.) for our KRONOS MMR™ system deployment on the U. of I.’s

campus.

● Growing

interest from credible strategic partners exploring KRONOS MMRTM system deployment

opportunities, highlighted by MOU’s with Supermicro, EHC Investment and DS Dansuk.

● Growing

pipeline of commercial opportunities with AI data center, industrial and military customers

and completion of feasibility study with BaRupOn evaluating 1 GW of power with the KRONOS

MMRTM system, recommending a staged deployment to reach BaRupOn’s desired

1 gigawatt power needs over time.

● Advancement

of commercial vertical integration efforts to address key nuclear fuel supply chain bottlenecks

through ongoing evaluation of M&A and partnership opportunities.

● Advancing

discussions with supply chain partners for key long lead items, components and fuel supply.

● Robust

quarter end cash, cash equivalents and short-term investment balance of approximately $569

million dollars, alongside an effective $900 million dollar shelf registration statement,

including $400 million dollar At-The-Market offering, positioning NANO Nuclear with substantial

liquidity and financial flexibility.

“NANO

Nuclear remains well-positioned as a leading microreactor developer, and we’re delivering against the key strategic milestones

we’ve outlined over the past several quarters. The foundation of our company is supported by the KRONOS MMRTM system,

a high-TRL, high-temperature gas-cooled reactor design backed by nearly a decade of investment and development, and decades of high-temperature

gas-cooled reactor operating history. These advantages position us with a high degree of design maturity, underpinning our ability to

progress toward construction and commercialization. Our strong technical foundation was further validated by the submission of a Construction

Permit Application to the U.S. NRC by the University of Illinois for our KRONOS MMR™ deployment on the university’s campus,

making NANO Nuclear the first commercially-ready microreactor developer to reach this critical stage. We pair this strong foundation

with a focus on vertical integration across critical aspects of the nuclear fuel cycle, which we expect to provide an advantage versus

our competitors, positioning us to accelerate reactor deployment, enhance the long-term economics of our reactors, and benefit as a key

supplier to the industry,” said Jay Yu, Founder and Chairman of NANO Nuclear.

“We’ve

recently outlined four potential catalysts offering the opportunity to create shareholder value: regulatory advancement, commercial progress,

expanding our vertical integration across the nuclear fuel supply chain, and strategic partnerships—and we made strong progress

in each area during our second quarter. As we look ahead, we expect further progress in each of these areas to unlock additional shareholder

value while strengthening our competitive position.”

Financial

Results for six Months Ended March 31, 2026

Cash

and Cash Equivalents

● NANO

Nuclear had cash, cash equivalents, and short-term investments totaled $568.7 million

as of March 31, 2026, a slight decline from the prior quarter ended December

31, 2025, as we continue to fund the development of the KRONOS MMRTM

system.

Operating

Activities

● $9.3

million used in operating activities during the six months ended March 31, 2026,

a $3.6 million increase from the prior year comparable period, primarily reflecting an increase

in personnel fees, excluding equity-based compensation, and an increase in professional

fees to support advancement of the KRONOS MMRTM system and

additional strategic growth opportunities, partially offset by a significant increase in

interest income.

Investing

Activities

● $380.5

million used in investing activities during the six months ended March 31,

2026, an increase of $367.8 million, primarily driven by an approximate $370.7 million

dollar increase in short-term investments to earn a higher yield on our cash balance.

Financing

Activities

● $384.2

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

March 31, 2026, primarily due to an increase in proceeds from common stock issuances from

a $400 million October 2025 private placement with prominent institutional investors.

2026 Key Highlights and Recent Developments

KRONOS

MMR™ To Begin Formal NRC Licensing Process Upon Acceptance of CPA Submission

● Submission

of a CPA to the U.S. NRC under Part 50 by the U. of I. for a full-scale KRONOS MMR™

system prototype deployment at the university.

○ Expect

an approximate 12-month NRC review period once the application is formally accepted, positioning

the Company to initiate construction activities in mid-late 2027.

● Advancing

discussions with numerous supply chain partners for key components, long lead items, and

fuel supply.

○ Progress

during the quarter with two component vendors advancing key aspects of design.

Growing

Pipeline of Commercial Opportunities & Several Strategic Engagements

● Completed

Feasibility Study agreement with BaRupOn to evaluate 1 GW of power provided by our KRONOS

MMR™ system for BaRupOn’s AI Data Center and Manufacturing Campus in Texas.

○ Study

recommends a staged deployment to reach BaRupOn’s desired 1 gigawatt power needs over

time and the companies are jointly advancing the project toward initiation of licensing process.

● Growing

pipeline of opportunities with AI data center, industrial and military customers demonstrating

strong interest in the value proposition of the KRONOS MMR™ system.

● Growing

interest from reputable potential strategic partners offering the potential to accelerate

and de-risk large-scale deployment of our reactors.

○ Signed

MOU with Supermicro to explore strategic collaboration opportunities focused on supporting

future KRONOS MMRTM system deployments for AI and high-performance computing

infrastructure.

○ Signed

MOU with EHC Investment to explore a joint venture focused on deployment of our KRONOS

MMRTM system in the Gulf region.

○ Signed

MOU with DS Dansuk to explore localization, manufacturing, and deployment of our KRONOS

MMRTM system in South Korea and broader Asia region.

Progress

Toward Enhancing Vertical Integration Across Key Aspects of Nuclear Fuel Supply Chain

● Continuing

advancement of commercial vertical integration efforts to address key bottlenecks within

the nuclear fuel supply chain by advancing partnership and M&A opportunities focused

on fuel supply chain facilities, in addition to fuel and waste transportation.

Well-Positioned

to Execute Strategy with Robust Liquidity and Additional Access to Capital

● Robust

liquidity of $569 million, including cash, cash equivalents, and short-term investments,

positioning NANO Nuclear well to support the development and advancement of our full-scale

U of I prototype through construction and commissioning.

● $900

million shelf registration declared effective by SEC, including $400 million ATM providing

additional financial flexibility to access capital markets opportunistically in the future.

● Continuing

to evaluate non-dilutive funding opportunities to reduce capital cost of first-of-a-kind

(FOAK) full-scale prototypes.

“The

significant progress achieved across regulatory, engineering, and supply chain initiatives during the quarter further strengthens NANO

Nuclear’s competitive position and reflects the continued advancement of the KRONOS MMR™ system,” said James

Walker, Chief Executive Officer of NANO Nuclear. “The formal submission of the Construction Permit Application to the U.S.

NRC for our first full-scale KRONOS MMRTM system prototype on the campus of the U. of I. marked a major milestone as

the program advances from engineering into construction readiness. This achievement reflects the maturity of the KRONOS MMRTM

system design, sets the stage for initial construction activities to begin in mid to late 2027, and positions NANO Nuclear

as a leading microreactor developer.”

“At

the same time, we’re advancing discussions with potential supply chain and manufacturing partners, including procurement planning

for long-lead items and advancement of key design activities to support our development and deployment timelines,” continued

Mr. Walker. “Our growing pipeline of commercial and strategic opportunities continues to validate KRONOS’ compelling

value proposition, differentiated deployment model, and NANO Nuclear’s long-term competitive positioning, including recently announced

MOUs with credible potential strategic partners, including EHC Investment, Supermicro, and DS Dansuk. We expect KRONOS’ safety

profile to enable a favorable footprint, co-location and the ability to provide reliable off-grid or behind the meter power. We believe

each of these attributes will become increasingly valuable in the coming years as electricity demand tied to AI data centers, electrification,

and industrial reshoring expands faster than new generation and transmission can be delivered, creating rising concerns around power

availability, grid expansion, and energy affordability. Combined with its modular architecture, use of commercially available components,

and compatibility with factory fabrication and standardized production, we believe KRONOS is well positioned to support scalable deployment

and meaningful economies of scale over time.”

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. Q2 FY 2026 Business Update Webcast

Date:

Thursday,

May 14, 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 fabrication, (iii) nuclear fuel transportation, (iv) nuclear applications for space and (v) 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 reactor products in development include patented 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, 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.

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. In this press release, forward-looking statements

include those regarding the Company’s development, regulatory and commercial 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 contracts and funding to be able to continue operations, (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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May 14, 2026

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-Subsection d1-1

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- 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

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- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

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- 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

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