M&A - Nano Nuclear Energy Inc.

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Form Type: S-8

Filing Date: 2025-01-24

Corporate Action: Acquisition

Type: New

Accession Number: 000149315225003623

Filing Summary: Nano Nuclear Energy Inc. filed a registration statement on Form S-8 to register a total of 5,496,315 shares of common stock for issuance under the Nano Nuclear Energy Inc. 2023 Stock Option Plans #1 and #2. Among these shares, 3,247,030 shares are reserved for the 2023 Plan #1 and 2,249,285 shares for the 2023 Plan #2. The registration also includes a re-offer prospectus for up to 1,700,000 shares held by affiliates who may resell these shares. The company is focused on developing advanced micro nuclear reactors and has made significant progress in its business strategy, including the acquisition of nuclear technology assets from Ultra Safe Nuclear Corporation during USNC’s bankruptcy proceedings for $8.5 million. This acquisition provides them with important assets such as contracts, patents, and rights related to their nuclear energy technology. With this transaction, the company aims to enhance its position in the nuclear energy sector and is committed to contributing to sustainable energy solutions.

Document Link: View Document

Additional details:

Cik: 880861977


Address: 10 Times Square, 30th Floor, New York, New York 10018


Stock Option Plan 1: Nano Nuclear Energy Inc. 2023 Stock Option Plan #1


Stock Option Plan 2: Nano Nuclear Energy Inc. 2023 Stock Option Plan #2


Number Of Shares Reserved 2023 Plan 1: 3247030


Number Of Shares Reserved 2023 Plan 2: 2249285


Number Of Control Securities: 1700000


Usnc Acquisition Price: 8500000


Usnc Acquisition Date: 2025-01-10


Form Type: 8-K

Filing Date: 2025-01-14

Corporate Action: Acquisition

Type: New

Accession Number: 000149315225002028

Filing Summary: On January 10, 2025, Nano Nuclear Energy Inc. completed the acquisition of certain assets from various companies involved in micro modular nuclear reactor technology for a total purchase price of $8,500,000 in cash. This acquisition was finalized following an auction process approved by the Bankruptcy Court on December 19, 2024. The assets acquired include intellectual property, patents, contracts, and business records related to the micro modular nuclear reactor (MMR) and Pylon Transportable Reactor Platform businesses. The acquired assets will be managed by two new wholly-owned subsidiaries: Kronos MMR Inc. for the MMR Business and LOKI MMR Inc. for the Pylon Business. Furthermore, the acquisition of Canadian assets is contingent upon receiving governmental consent, leading to the establishment of an escrow arrangement to protect the transaction. The process also involved the assignment of rights concerning Canadian assets to entities controlled by the Company's Chairman, allowing the Company an option to repurchase those interests in the future. This complex transaction signifies the Company’s strategic efforts to expand its operations in the nuclear energy sector.

Document Link: View Document

Additional details:

Title Of Each Class: Common Stock, par value $0.0001 per share


Trading Symbol: NNE


Name Of Each Exchange: The Nasdaq Stock Market LLC


Purchase Price: $8,500,000


Canadian Escrow Amount: $250,000


Closing Date: 2025-01-10


Asset Types Acquired: contracts, patents, trademarks, demonstration projects, business records


Subsidiary Names: Kronos MMR Inc., LOKI MMR Inc.


Acquisition Type: Asset Purchase Agreement


Bankruptcy Case Number: Chapter 11 before the United States Bankruptcy Court for the District of Delaware


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