Nano Nuclear Energy Inc.(NNE) - 2025 Q3 - Quarterly Report

Part I. Financial Information Financial Statements Unaudited financial statements reveal significant asset growth from financing, alongside widening operating losses and increased R&D and G&A expenses Condensed Consolidated Balance Sheets The balance sheets show a dramatic increase in total assets and cash, primarily from financing activities, alongside a growing accumulated deficit Condensed Consolidated Balance Sheet Highlights (Unaudited) | Account | June 30, 2025 | September 30, 2024 | | :--- | :--- | :--- | | Assets | | | | Cash and cash equivalents | $210,182,375 | $28,507,257 | | Total current assets | $212,202,459 | $29,341,204 | | Total assets | $231,532,212 | $35,096,170 | | Liabilities & Equity | | | | Total liabilities | $5,221,434 | $3,488,714 | | Total stockholders' equity | $226,310,778 | $31,607,456 | | Accumulated deficit | $(49,450,447) | $(17,433,781) | - Total assets increased dramatically from $35.1 million to $231.5 million, primarily driven by a surge in cash and cash equivalents from $28.5 million to $210.2 million[16] Condensed Consolidated Statements of Operations Statements of operations indicate a substantial increase in net loss, driven by higher general and administrative and research and development expenses Condensed Consolidated Statements of Operations Highlights (Unaudited) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Nine Months Ended June 30, 2025 | Nine Months Ended June 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | General and administrative | $5,324,260 | $2,301,307 | $23,516,008 | $4,553,512 | | Research and development | $3,666,513 | $2,019,812 | $11,283,979 | $2,830,367 | | Loss from operations | $9,392,273 | $4,706,619 | $35,803,987 | $7,769,379 | | Net loss | $(7,594,583) | $(4,668,247) | $(32,016,666) | $(7,659,820) | | Net loss per share (Basic & Diluted) | $(0.19) | $(0.17) | $(0.87) | $(0.31) | - Net loss for the nine months ended June 30, 2025, increased significantly to $32.0 million from $7.7 million in the prior-year period, driven by substantial increases in both General & Administrative and Research & Development expenses[18] Condensed Consolidated Statements of Cash Flows Cash flow statements show significant cash generation from financing activities, offsetting increased cash usage in operating and investing activities Condensed Consolidated Statements of Cash Flows Highlights (Unaudited) | Cash Flow Activity | Nine Months Ended June 30, 2025 | Nine Months Ended June 30, 2024 | | :--- | :--- | :--- | | Net cash used in operating activities | $(14,713,509) | $(5,953,795) | | Net cash used in investing activities | $(12,876,519) | $0 | | Net cash provided by financing activities | $209,265,146 | $12,790,532 | | Net increase in cash and cash equivalents | $181,675,118 | $6,836,737 | - Financing activities provided $209.3 million in cash, primarily from common stock issuances, warrant exercises, and stock option exercises, which funded operations and investing activities[27] - Investing activities used $12.9 million, consisting of $9.1 million for in-process research and development (USNC asset acquisition) and $3.8 million for additions to property, plant, and equipment[27] Notes to the Condensed Consolidated Financial Statements Notes detail the company's early-stage nuclear energy focus, key asset acquisitions, significant capital raises, and subsequent land purchase - The company is an early-stage nuclear energy firm focused on four business lines: Nuclear Reactor Business, Fuel Processing Business, Fuel Transportation Business, and Nuclear Consultation Services[29][30] - On January 10, 2025, the company acquired nuclear energy technology assets from Ultra Safe Nuclear Corporation (USNC) for $8.5 million in cash, including the KRONOS MMR and LOKI MMR businesses. The transaction was accounted for as an asset acquisition[119][124] - The company has raised significant capital through multiple offerings, including an October 2024 Follow-on Offering (net proceeds ~$37.2 million), a November 2024 Private Placement (net proceeds ~$55.1 million), and a May 2025 Private Placement (net proceeds ~$99 million)[80][81][82] - Subsequent to the quarter end, the company purchased a 2.75-acre land package in Oak Brook, Illinois for $3.5 million to serve as a regional demonstration and office facility[127] Management's Discussion and Analysis of Financial Condition and Results of Operations Management discusses the company's pre-revenue status, focus on nuclear energy business lines, significant increase in operating expenses, and strengthened liquidity from recent equity offerings - The company is focused on four main business lines: Nuclear Reactor development, Fuel Processing, Fuel Transportation, and Nuclear Consultation services, with a goal to commercially launch a reactor in the early 2030s[132] - On January 10, 2025, the company acquired the KRONOS MMR™ and LOKI MMR™ assets from Ultra Safe Nuclear Corporation (USNC) for $8.5 million in cash through a bankruptcy auction[132] - The company plans to spend approximately $40 million over the next twelve months, with $25 million for reactor R&D, $10 million for HALEU fuel facility development, and $5 million for miscellaneous and administrative costs[147] Comparison of Operating Expenses (Three Months Ended June 30) | Expense Category | 2025 | 2024 | Change ($) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Research and Development | $3,666,513 | $2,019,812 | $1,646,701 | 82% | | General and Administrative | $5,324,260 | $2,301,307 | $3,022,953 | 131% | Comparison of Operating Expenses (Nine Months Ended June 30) | Expense Category | 2025 | 2024 | Change ($) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Research and Development | $11,283,979 | $2,830,367 | $8,453,612 | 299% | | General and Administrative | $23,516,008 | $4,553,512 | $18,962,496 | 416% | - As of June 30, 2025, the company had approximately $210 million in cash and working capital of $209 million, which management believes is sufficient to fund operations for at least the next twelve months[185] Quantitative and Qualitative Disclosures About Market Risk The company is a smaller reporting company and is therefore not required to provide the information under this item - As a smaller reporting company, NANO Nuclear Energy Inc. is not required to provide quantitative and qualitative disclosures about market risk[200] Controls and Procedures Management concluded disclosure controls were ineffective due to a material weakness in IT controls for cloud-based systems, with remediation efforts underway - Management concluded that disclosure controls and procedures were not effective as of June 30, 2025[201] - A material weakness was identified in internal control over financial reporting related to ineffective general information technology controls for certain cloud-based systems[202] - The company will cease to qualify as an emerging growth company and a smaller reporting company as of September 30, 2025, leading to increased disclosure obligations, including an auditor attestation of internal controls[204] Part II. Other Information Legal Proceedings The company faces a securities class action lawsuit and a shareholder derivative lawsuit, with the latter dismissed in April 2025, while the former is being vigorously defended - A putative securities class action lawsuit was filed against the company and certain directors/officers on August 9, 2024, alleging violations of Sections 10(b) and 20(a) of the Securities Exchange Act. The company filed a motion to dismiss on April 11, 2025[207] - A putative shareholder derivative lawsuit was filed on August 23, 2024. On April 24, 2025, the court granted the company's and its directors' motions to dismiss without leave to amend[208] Risk Factors As a smaller reporting company, the company is not required to provide the information for this item - The company is not required to provide risk factor disclosures in this Form 10-Q as it qualifies as a smaller reporting company[211] Unregistered Sales of Equity Securities and Use of Proceeds This item is not applicable for the reporting period - Not applicable[212] Defaults Upon Senior Securities There were no defaults upon senior securities during the reporting period - None[213] Mine Safety Disclosures This item is not applicable to the company - Not applicable[215] Other Information There is no other information to report for this period - None[216] Exhibits This section lists the exhibits filed with the Form 10-Q, including corporate governance documents, warrant agreements, equity incentive plans, securities purchase agreements, and officer certifications - The report includes various exhibits, such as the 2025 Equity Incentive Plan, Securities Purchase Agreement from May 2025, and certifications from the CEO and CFO[217]