0001493152-24-041765 | S-1 | XBRL Viewer

Condensed Consolidated Statements of Operations - USD ($)	3 Months Ended		8 Months Ended	9 Months Ended		12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Sep. 30, 2022	Jun. 30, 2024	Jun. 30, 2023	Sep. 30, 2023
Operating expenses
General and administrative	$ 2,301,307	$ 2,038,259	$ 919,520	$ 4,553,512	$ 3,722,232	$ 4,749,395
Research and development	2,019,812	663,144	140,304	2,830,367	1,183,750	1,534,000
Change in Fair Value of contingent consideration	385,500			385,500
Loss from operations	4,706,619	2,701,403	(1,059,824)	7,769,379	4,905,982	(6,283,395)
Other income	38,372	1,753	28,000	109,559	1,753	32,994
Net loss	$ (4,668,247)	$ (2,699,650)	$ (1,031,824)	$ (7,659,820)	$ (4,904,229)	$ (6,250,401)
Net loss per share of common stock:
Basic	$ (0.17)	$ (0.12)	$ (0.06)	$ (0.31)	$ (0.22)	$ (0.28)
Diluted	$ (0.17)	$ (0.12)	$ (0.06)	$ (0.31)	$ (0.22)	$ (0.28)
Weighted-average shares of common stock outstanding:
Basic	27,730,227	22,846,298	16,554,191	24,919,094	22,121,634	22,389,627
Diluted	27,730,227	22,846,298	16,554,191	24,919,094	22,121,634	22,389,627

EQUITY (Details Narrative) - USD ($)									1 Months Ended	3 Months Ended		6 Months Ended	8 Months Ended	9 Months Ended			12 Months Ended
EQUITY (Details Narrative) - USD ($)	Jul. 16, 2024	Jul. 15, 2024	May 22, 2024	May 07, 2024	Sep. 30, 2023	Jun. 07, 2023	Feb. 10, 2023	Sep. 30, 2022	Jan. 31, 2024	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Sep. 30, 2022	Jul. 04, 2024	Jun. 30, 2024	Jun. 30, 2023	Sep. 30, 2023	Aug. 13, 2024	Mar. 31, 2024	Dec. 31, 2023	Mar. 31, 2023	Feb. 07, 2022
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common stock, shares authorized					100,000,000			100,000,000		275,000,000		275,000,000	100,000,000		275,000,000		100,000,000
Preferred stock, shares authorized					100,000,000			100,000,000		25,000,000		25,000,000	100,000,000		25,000,000		100,000,000
Preferred stock, par value					$ 0.0001			$ 0.0001		$ 0.0001		$ 0.0001	$ 0.0001		$ 0.0001		$ 0.0001
Preferred stock, shares outstanding					0			0		0		0	0		0		0
Common stock, voting rights															Common Stock are entitled to one vote per share.		common stock are entitled to one vote per share
Number of shares issued										$ 11,787,500	$ 1,945,000		$ 2,751,500		$ 14,253,937	$ 3,765,369	$ 3,765,369
Net proceeds												$ 18,000,000.0	2,751,500		14,253,937	8,765,369	$ 8,765,369
Additional paid in capital issuance costs										1,538,405					1,538,405
Mezzanine equity, shares issued					2,000,000												2,000,000
Mezzanine equity, price per share					$ 2.50												$ 2.50
Mezzanine equity, purchase price					$ 5,000,000												$ 5,000,000
Vested stock options exercisable					$ 2.23					$ 2.23		$ 2.23			$ 2.23		$ 2.23
Risk-free interest rate															4.37%
Expected life of options															1 year 6 months
Estimated volatility															82.50%
Dividend rate															0.00%
Weighted average fair value of stock options															$ 1.22		$ 0.57
Stock compensation expense															$ 0		$ 0
Common stock, par value					$ 0.0001			0.0001		$ 0.0001		$ 0.0001	$ 0.0001		$ 0.0001		$ 0.0001
Stock based compansation											1,444,530		$ 390,000		$ 152,457	2,114,014	$ 2,384,003
Share based compensation													390,000		152,457	2,114,014	2,384,003
General and Administrative Expense [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Share based compensation																	1,963,440
Research and Development Expense [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Share based compensation																	$ 420,563
Twenty Twenty Three Stock Incentive Plan [Member] \| Maximum [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stock based compansation							$ 4,974,760
Subscription Agreement [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Mezzanine equity, shares issued					2,000,000												2,000,000
Mezzanine equity, price per share					$ 2.50												$ 2.50
Mezzanine equity, purchase price					$ 5,000,000												$ 5,000,000
Subsequent Event [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of shares purchase of warrants		127,550
Warrant exercise price per share																		$ 20.00
IPO [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of shares issued				2,562,500
Price per share				$ 4.00
Proceeds from issuance initial public offering				$ 10,250,000
Proceeds from, net of issuance cost				$ 9,000,000
Warrant exercise price per share				$ 5.00
Additional paid in capital issuance costs										$ 1,538,405					1,538,405
IPO [Member] \| Subsequent Event [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of shares issued		900,000
Price per share		$ 20.00
Proceeds from issuance initial public offering		$ 18,000,000.0
Number of shares purchase of warrants		450,000
Over-Allotment Option [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Net proceeds												$ 2,700,000
Number of shares issued				384,375
Proceeds from issuance initial public offering			$ 1,537,500
Proceeds from, net of issuance cost			$ 1,414,500
Number of shares purchase of warrants				179,375
Over-Allotment Option [Member] \| Subsequent Event [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of shares issued		135,000
Proceeds from issuance initial public offering	$ 2,700,000
Proceeds from, net of issuance cost	$ 2,480,000
Number of shares purchase of warrants		67,500
Common Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of shares issued										$ 294	$ 78		$ 1,982		$ 376	$ 260	$ 260
Number of shares issued										2,946,875	778,000		19,826,500		3,769,019	2,598,369	2,598,369
Additional paid in capital issuance costs
Stock options vested number of shares															125,000
Vested stock options exercisable										$ 3.00		$ 3.00			$ 3.00
Stock options vested number of shares, value															$ 152,457
Stock based compansation													$ 68			$ 9	$ 9
Common Stock [Member] \| Subsequent Event [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Sale of stock														822,144
Sale of stock price per share														$ 3.00
Number of shares purchase of warrants																		63,775
Proceeds from sale of stock														$ 2,466,437
Common Stock [Member] \| Expired on June 7, 2026 [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stock options vested number of shares																	200,000
Common Stock [Member] \| Expired on August 30, 2026 [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stock options vested number of shares																	60,000
Common Stock [Member] \| Seed Round [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Sale of stock													7,500,000
Sale of stock price per share								0.05					$ 0.05
Proceeds from sale of stock													$ 375,000
Common Stock [Member] \| Angel Round [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Sale of stock													2,326,500				1,820,369
Sale of stock price per share					$ 1.00			$ 1.00					$ 1.00				$ 1.00
Proceeds from sale of stock													$ 2,326,500				$ 1,820,369
Common Stock [Member] \| Series A Round [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Sale of stock																	778,000
Sale of stock price per share					2.50												$ 2.50
Proceeds from sale of stock																	$ 1,945,000
Common Stock [Member] \| Series B Round [Member] \| Subsequent Event [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Sale of stock														822,144
Sale of stock price per share														$ 3.00
Proceeds from sale of stock														$ 2,466,437
Common Stock [Member] \| 2023 Stock Option Plan #1 [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common stock available for issuance							3,370,352
Common Stock [Member] \| 2023 Stock Option Plan #1 [Member] \| Expired on February 10, 2026 [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stock options vested number of shares																	2,050,000
Vested stock options exercisable					1.50												$ 1.50
Stock options vested number of shares, value																	$ 584,484
Risk-free interest rate																	4.19%
Expected life of options																	1 year 6 months
Estimated volatility																	82.50%
Dividend rate																	0.00%
Common Stock [Member] \| 2023 Stock Option Plan #1 [Member] \| Expired on August 30, 2026 [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stock options vested number of shares																	307,000
Vested stock options exercisable					3.00												$ 3.00
Stock options vested number of shares, value																	$ 269,989
Common Stock [Member] \| 2023 Stock Option Plan #2 [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common stock available for issuance						1,758,460
Common Stock [Member] \| 2023 Stock Option Plan #2 [Member] \| Expired on June 7, 2026 [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stock options vested number of shares																	1,650,000
Vested stock options exercisable					3.00												$ 3.00
Stock options vested number of shares, value																	$ 1,444,530
Risk-free interest rate																	4.21%
Expected life of options																	1 year 6 months
Estimated volatility																	82.50%
Dividend rate																	0.00%
Stock options																	1,450,000
Common Stock [Member] \| 2023 Stock Option Plan #2 [Member] \| Expired on August 30, 2026 [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stock options vested number of shares																	247,000
Vested stock options exercisable					$ 3.00												$ 3.00
Stock options vested number of shares, value																	$ 269,989
Risk-free interest rate																	4.57%
Expected life of options																	1 year 6 months
Estimated volatility																	82.50%
Dividend rate																	0.00%
Common Stock [Member] \| Private Placement [Member] \| Seed Round [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Sale of stock								7,500,000
Sale of stock price per share								$ 0.05					$ 0.05
Proceeds from issuance of private placement								$ 375,000
Common Stock [Member] \| Private Placement [Member] \| Angel Round [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Sale of stock					1,820,369			2,326,500
Sale of stock price per share					$ 1.00			$ 1.00					$ 1.00				$ 1.00
Proceeds from issuance of private placement					$ 1,820,369			$ 2,326,500
Common Stock [Member] \| Private Placement [Member] \| Series A Round [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Sale of stock																	778,000
Sale of stock price per share					$ 2.50												$ 2.50
Proceeds from issuance of private placement																	$ 1,945,000
Common Stock [Member] \| Private Placement [Member] \| Series B Round [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Sale of stock									822,144
Sale of stock price per share									$ 3.00
Proceeds from issuance of private placement									$ 2,466,437
Common stock, value subscriptions									$ 360,000											$ 2,106,437
Common Stock [Member] \| IPO [Member] \| Subsequent Event [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of shares purchase of warrants		900,000
Common Stock [Member] \| Founder Chairman And President [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of shares issued															10,000,000		10,000,000
Net proceeds															50,000		$ 50,000
Common Stock [Member] \| Two Consultants [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of shares issued																85,000	85,000
Number of shares issued, value																$ 85,000	$ 85,000
Common Stock [Member] \| Consultants [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of shares issued													675,000
Number of shares issued, value													$ 390,000
Warrant [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of shares purchase of warrants				179,375
Warrant [Member] \| Subsequent Event [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of shares purchase of warrants		25,000
Warrant exercise price per share																		$ 1.50
Temporary Equity [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of shares issued															5,000,000		$ 5,000,000
Number of shares issued																2,000,000	2,000,000
Mezzanine equity, purchase price					$ 5,000,000						$ 5,000,000					$ 5,000,000	$ 5,000,000				$ 5,000,000
Stock based compansation

ORGANIZATION AND OPERATIONS AND BASIS OF PRESENTATION

9 Months Ended

12 Months Ended

Jun. 30, 2024

Sep. 30, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

ORGANIZATION AND OPERATIONS AND BASIS OF PRESENTATION

1. ORGANIZATION AND OPERATIONS AND BASIS OF PRESENTATION

NANO Nuclear Energy Inc. (“NANO” or the “Company”) was incorporated under the laws of the state of Nevada on February 8, 2022 (“Inception”) and is headquartered in New York, New York.

The Company is an early-stage nuclear energy company developing smaller, cheaper, and safer advanced portable clean energy solutions utilizing proprietary reactor designs, intellectual property and research methods. Currently in technical development are “ZEUS”, a solid core battery reactor and “ODIN”, a low-pressure coolant reactor, representing the Company’s first generation of portable, on-demand capable, advanced nuclear micro reactors. The Company envisions readily replaceable mobile reactors which it can provide to customers in several sectors, including data centers, artificial intelligence computer and quantum computing; crypto mining; military applications; disaster relief; transportation (including shipping); mining projects; water desalination and green hydrogen plants; and space exploration.

Through its subsidiary, HALEU Energy Fuel Inc., the Company is also developing a domestic High-Assay Low-Enriched Uranium (“HALEU”) fuel fabrication facility with a capability to provide a fuel pipeline for the broader advanced nuclear reactor industry and providing fuel to power the Company’s microreactors. Further, through its subsidiary Advanced Fuel Transportation Inc., the Company is developing a high-capacity HALEU transportation product, capable of moving commercial quantities of HALEU fuel around North America. The Company also plans to offer nuclear service support and consultation services.

These condensed consolidated interim financial statements include the accounts of the Company and its wholly-owned subsidiaries American Uranium Inc., HALEU Energy Fuel Inc., and Advanced Fuel Transportation Inc. Each of such subsidiaries is a Nevada corporation.

As used herein, the term “Common Stock” refers to the common stock, $0.0001 par value per share, of the Company.

Liquidity

These condensed consolidated interim financial statements have been prepared on a going concern basis, which assumes the realization of assets and settlement of liabilities in the normal course of business. At June 30, 2024, the Company had working capital of $12,513,828 and accumulated deficit of $14,942,045. For the nine months ended June 30, 2024, the Company had net loss of $7,659,820, and negative cash flows from operations of $5,953,795. At September 30, 2023, the Company had working capital of $6,933,647 and accumulated deficit of $7,282,225. For the year ended September 30, 2023, the Company had net loss of $6,250,401, and negative cash flows from operations of $3,867,573. The application of the going concern concept is dependent on the Company’s ability to secure financing from capital markets or other sources, including investors, government grants or alternative funding and, ultimately, on the Company’s ability to generate revenue and profitable operations. Management is of the opinion that sufficient working capital is available to meet the Company’s liabilities and commitments as they come due at least for the next twelve months after the date the condensed consolidated interim financial statements are issued to conform to the going concern uncertainty period. In order to achieve the Company’s long-term strategy, the Company expects to raise additional capital or secure other sources of financing to support its growth. After June 30, 2024, the Company completed an underwritten follow-on public offering generating gross proceeds of approximately $18.0 million along with a follow-on over-allotment option generating gross proceeds of approximately $2.70 million. See Note 8 for further information. These unaudited condensed consolidated interim financial statements do not reflect any adjustments or reclassifications of assets and liabilities which would be necessary if the Company were unable to continue as a going concern.

1. ORGANIZATION AND OPERATIONS AND BASIS OF PRESENTATION

NANO Nuclear Energy Inc. (“NANO” or the “Company”) was incorporated under the laws of the state of Nevada on February 8, 2022 (“Inception”) and is headquartered in New York, NY. The Company intends to progress its collaborative research projects towards development, rigs and models, zero-power reactors, and ultimately towards reactor manufacture and deployments. The Company envisions readily replaceable mobile reactors which it can provide to customers, along with operative personnel, to power projects, residential and commercial enterprises, and major development projects. The Company is committed to providing smaller, cheaper, and safer nuclear energy solutions for the future by incorporating the latest technology into its own proprietary novel reactor designs, intellectual properties, research methods and through its subsidiary, HALEU Energy Fuel Inc. The subsidiary will focus on the future development of a domestic source for a High-Assay Low-Enriched Uranium (HALEU) fuel processing pipeline for the broader advanced nuclear reactor industry and providing fuel to power the Company’s reactors. Currently in technical development are “ZEUS”, a Solid Core Battery Reactor and “ODIN”, a Low-Pressure Coolant Reactor, representing the Company’s first generation of portable, on-demand capable, advanced nuclear micro reactors.

These consolidated financial statements include the accounts of the Company and its wholly-owned legal subsidiaries American Uranium Inc., which was incorporated in Nevada, HALEU Energy Fuel Inc., which was incorporated in Nevada and Advanced Fuel Transportation Inc., which was incorporated in Nevada.

Liquidity

These consolidated financial statements have been prepared on a going concern basis, which assumes the realization of assets and settlement of liabilities in the normal course of business. At September 30, 2023, the Company had working capital of $6,933,647, net loss of $6,250,401, accumulated deficit of $7,282,225 and negative cash flows from operations of $3,867,573. At September 30, 2022, the Company had working capital of $2,109,676, net loss of $1,031,824, accumulated deficit of $1,031,824 and negative cash flows from operations of $621,501. The application of the going concern concept is dependent on the Company’s ability to receive continued financial support from its stakeholders and, ultimately, on the Company’s ability to generate profitable operations. Management is of the opinion that sufficient working capital is available to meet the Company’s liabilities and commitments as they come due at least for the next twelve months after the date the consolidated financial statements are issued to conform to the going concern uncertainty period. In order to achieve the Company’s long-term strategy, the Company expects to raise additional equity contributions to support its growth. These consolidated financial statements do not reflect any adjustments or reclassifications of assets and liabilities which would be necessary if the Company were unable to continue as a going concern.

EQUITY

9 Months Ended

12 Months Ended

Jun. 30, 2024

Sep. 30, 2023

Equity [Abstract]

EQUITY

5. EQUITY

The Company is authorized to issue 275,000,000 shares of Common Stock and 25,000,000 shares of preferred stock, with a par value of $0.0001 per share. No shares of preferred stock were outstanding during the periods presented. Holders of Common Stock are entitled to one vote per share.

Issuance of Common Stock for Cash

Incorporation

Upon incorporation of the Company, 10,000,000 shares of Common Stock were issued to an affiliate of the Company’s founder, chairman and president, Jay Jiang Yu, for proceeds of $50,000.

Seed Round

The Company’s initial round of private financing (the “Seed Round”) began in March 2022 and ended in April 2022. During the period from Inception through September 30, 2022, the Company sold 7,500,000 shares of Common Stock at a price of $0.05 per share for proceeds of $375,000 as part of the Seed Round.

Angel Round

The Company’s second round of private financing (the “Angel Round”) began in April 2022 and ended in February 2023. During the period from Inception to September 30, 2022, the Company sold 2,326,500 shares of Common Stock at a price of $1.00 per share for proceeds of $2,326,500 as part of the Angel Round. During the year ended September 30, 2023, the Company sold 1,820,369 shares of Common Stock at a price of $1.00 per share for proceeds of $1,820,369 as part of the Angel Round.

Series A Round

The Company’s third round of private financing (the “Series A Round”) began in April 2023 and ended in June 2023. During the year ended September 30, 2023, the Company sold 778,000 shares of Common Stock at a price of $2.50 per share for proceeds of $1,945,000 as part of the Series A Round.

Series B Round

The Company’s fourth round of private financing (the “Series B Round”) began in December 2023 and ended in January 2024. As of December 31, 2023, the Company received $2,106,437 in subscriptions as part of the Series B Round, and in January 2024, the Company received $360,000 in subscriptions. In January 2024, the Company sold and issued 822,144 shares of Common Stock at a price of $3.00 per share for gross proceeds of $2,466,437 to close the Series B Round.

Initial Public Offering (IPO)

On May 7, 2024, the Company consummated a firm commitment underwritten initial public offering (the “IPO Offering”) of an aggregate of 2,562,500 shares of Common Stock at a price of $4.00 per share (the “IPO Offering Price”), generating gross proceeds of approximately $10,250,000, and net proceeds (after deducting discounts and offering expenses) of approximately $9,000,000. In connection with the IPO Offering, the Company granted the lead managing underwriter an option (the “IPO Over-Allotment Option”), exercisable for 30 days from May 7, 2024, to purchase up to an additional 384,375 shares of Common Stock (the “IPO Over-allotment Shares”) from the Company at the Offering Price, less the underwriting discount, to cover over-allotments in the Offering. On May 21, 2024, the IPO Over-Allotment Option was exercised in full, and on May 22, 2024, the closing of the purchase of the IPO Over-Allotment Shares occurred, generating gross proceeds to the Company of approximately $1,537,500 and net proceeds of approximately $1,414,500. In connection with the IPO Offering, the Company also issued such lead managing underwriter 179,375 warrants exercisable for 179,375 shares of Common Stock at an exercise price per share of $5.00 for a term of five years from the first day of the seventh month after May 7, 2024. In connection with the IPO Offering and IPO Over-Allotment Option, the Company charged issuance costs of $1,538,405 to additional paid-in capital during the three and nine months ended June 30, 2024.

Subsequent to June 30, 2024, the Company consummated a firm commitment underwritten follow-on offering. See Note 8 for further information.

Mezzanine Equity

Pursuant to the terms of a subscription agreement (the “Put Right Subscription Agreement”) signed by the Company during the year ended September 30, 2023 as part of the Series A Round, a subscriber (the “Subscriber”) purchased 2,000,000 shares of Common Stock (the “Put Shares”) for $2.50 per share or $5,000,000 (the “Purchase Price”). The Put Right Subscription Agreement included a right (the “Put Right”) which entitled the Subscriber to elect to sell to the Company any part or all of the Put Shares acquired if: (a) the Company’s initial public offering registration statement (“IPO Registration Statement”) was not declared effective by the SEC by December 31, 2023; (b) the Company committed a material breach of the Agreement and either that breach was not capable of being remedied or, if capable of remedy, the Company did not remedy that breach as soon as possible and in any event within 30 business days of its receipt of a notice from the Subscriber requiring the Company to remedy that breach.

NANO NUCLEAR ENERGY INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2024

(Unaudited)

ASC 480-10-S99-3A provides guidance on the classification and measurement of redeemable securities, which requires classification in temporary equity of securities redeemable for cash or other assets if they are redeemable under certain conditions. One of these conditions is the occurrence of an event that is not solely within the control of the issuer. This condition was applicable up to March 30, 2024, as the Subscriber could have exercised the Put Option and required the Company to redeem the Put Shares since the IPO Registration Statement was not declared effective by the SEC by December 31, 2023. This process involved a significant number of third parties and the SEC’s declaration of effectiveness was ultimately within the SEC’s control. Therefore, this contingently redeemable feature was not considered to be within the control of the Company and was classified within Mezzanine Equity on the accompanying consolidated balance sheet at September 30, 2023. On March 30, 2024, the Subscriber terminated the Put Option at the request of the Company and the amount within Mezzanine Equity was converted to Stockholders’ Equity.

Equity-Based Compensation

Issuance of Common Stock for Consulting fees

During the nine months ended June 30, 2023, the Company issued to two consultants an aggregate of 85,000 shares of Common Stock with an aggregate fair value of $85,000, which represents equity-based compensation and is recorded within operating expenses. The fair value of shares is determined by the value of services rendered as indicated in the corresponding consulting agreements and by reference to recent cash sales of Common Stock to third parties.

Stock Based Compensation

On February 10, 2023, and on June 7, 2023, the Company adopted two distinct stock option plans which are referred to individually, as the 2023 Stock Option Plan #1 and the 2023 Stock Option Plan #2; (collectively, the “2023 Stock Option Plans”). There are 3,370,352 shares available for issuance under the 2023 Stock Option Plan #1, and the maximum number of shares available under the plan may increase on an annual basis on the anniversary date of this option plan if the total number of stock options issued under the 2023 Stock Option Plans is less than 15% of the number of issued shares of Common Stock. There are 1,758,460 shares of Common Stock available for issuance under the 2023 Stock Option Plan #2, and the maximum number of shares available under the plan may increase on a quarterly basis if the total number of stock options issued under the 2023 Stock Option Plans is less than 15% of the number of issued shares of Common Stock. The plans are otherwise substantially similar in their substance.

During the nine months ended June 30, 2024, the Company issued 125,000 fully vested stock options exercisable at $3.00 per common share with expiry on March 13, 2027. The 125,000 options were valued at $152,457 based on a Black-Scholes valuation with the following assumptions (Risk-free interest rate: 4.37%; expected life of options: 1.5 years; estimated volatility: 82.5%; dividend rate: 0%).

During the year ended September 30, 2023, the Company issued 2,050,000 fully vested stock options under Stock Option Plan #1 exercisable at $1.50 per common share with expiry on February 10, 2026, issued 1,450,000 fully vested stock options under Stock Option Plan #2 and 200,000 fully vested stock options which are not governed by the Company’s 2023 Stock Option Plans that are exercisable at $3.00 per common share with expiry on June 7, 2026, and issued 247,000 fully vested stock options under Stock Option Plan #2 and 60,000 fully vested stock options which are not governed by the Company’s 2023 Stock Option Plans that are exercisable at $3.00 per common share with expiry on August 30, 2026. The 2,050,000 options were valued at $584,484 based on a Black-Scholes valuation with the following assumptions (Risk-free interest rate: 4.19%; expected life of options: 1.5 years; estimated volatility: 82.5%; dividend rate: 0%). The 1,450,000 and 200,000 options were valued at $1,444,530 based on a Black-Scholes valuation with the following assumptions (Risk-free interest rate: 4.21%; expected life of options: 1.5 years; estimated volatility: 82.5%; dividend rate: 0%). The 247,000 and 60,000 options were valued at $269,989 based on a Black-Scholes valuation with the following assumptions (Risk-free interest rate: 4.57%; expected life of options: 1.5 years; estimated volatility: 82.5%; dividend rate: 0%).

During the nine months ended June 30, 2024 and during the year ended September 30, 2023, the Company’s assumptions utilized in the Black-Scholes valuation were the following: (1) stock price based on recent sales of Common Stock to unrelated parties; (2) estimated the volatility of its underlying stock by using an average of the historical volatility of a group of comparable publicly traded companies; (3) expected dividend yield was calculated using historical dividend amounts; (4) risk-free rate is based on the United States Treasury yield curve in effect at the time of the grant; (5) expected term was estimated based on the vesting and contractual term of the stock option grant.

NANO NUCLEAR ENERGY INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2024

(Unaudited)

The weighted average grant date fair value of stock options issued during the nine months ended June 30, 2024 was $1.22 per share. There was no remaining stock compensation expense to be recognized at June 30, 2024 as all options vested immediately upon grant.

The weighted average grant date fair value of stock options issued during the year ended September 30, 2023 was $0.57 per share. There was no remaining stock compensation expense to be recognized at September 30, 2023 as all options vested immediately upon grant.

Option Activity

A summary of cumulative option activity under the 2023 Plan is as follows:

	Options outstanding
	Number of shares		Weighted average exercise price per share		Weighted average contractual term (in years)		Aggregate intrinsic value (in thousands)

Outstanding – September 30, 2023		4,007,000	$	2.23		2.54	$	2,004
Options granted		125,000		3.00		2.96		152
Outstanding – June 30, 2024		4,132,000	$	2.23		2.54	$	2,156
Vested during the period		125,000	$	3.00		2.96	$	152
Vested at end of period		-	$	-		-	$	-
Exercisable at the end of period		4,132,000	$	2.26		2.07	$	2,156

NANO NUCLEAR ENERGY INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2024

(Unaudited)

5. EQUITY

The Company is authorized to issue 100,000,000 shares of common stock, with a par value of $0.0001 per share, and 100,000,000 shares of preferred stock, with a par value of $0.0001 per share. Holders of common stock are entitled to one vote per share.

Issuance of Common Stock for Cash

Incorporation

Upon incorporation of the Company, 10,000,000 shares of common stock were issued to the Company’s founder and president for proceeds of $50,000.

Seed Round

The Seed Round began in March 2022 and ended in April 2022. During the period from Inception through September 30, 2022, the Company sold 7,500,000 shares of common stock at a price of $0.05 per share for proceeds of $375,000 as part of the Company’s Seed Round.

Angel Round

The Angel Round began in April 2022 and ended in February 2023. During period from Inception to September 30, 2022, the Company sold 2,326,500 shares of common stock at a price of $1.00 per share for proceeds of $2,326,500 as part of the Company’s Angel Round. During the year ended September 30, 2023, the Company sold 1,820,369 shares of common stock at a price of $1.00 per share for proceeds of $1,820,369 as part of the Company’s Angel Round.

5. EQUITY (Continued)

Issuance of Common Stock for Cash (Continued)

Series A Round

The Series A Round began in April 2023 and ended in June 2023. During the year ended September 30, 2023, the Company sold 778,000 shares of common stock at a price of $2.50 per share for proceeds of $1,945,000 as part of the Company’s Series A Round.

Series B Round

Subsequent to September 30, 2023, the Company sold 822,144 common shares at a price of $3.00 per common share for gross proceeds of $2,466,437 in the Series B Round. The Series B Round was completed in January 2024.

Mezzanine Equity

Pursuant to the terms of a subscription agreement (the “Agreement”) signed by the Company during the year ended September 30, 2023, a subscriber (the “Subscriber”) purchased 2,000,000 shares of common stock (the “Shares”) for $2.50 per share or $5,000,000 (the “Purchase Price”). The Agreement includes a put right which entitles the Subscriber to elect to sell to the Company any part or all of the Shares acquired by the Subscriber under this Agreement (the “Put Shares”) if: (a) the Company’s initial public offering registration statement (“IPO Registration Statement”) is not declared effective by the Securities and Exchange Commission (“SEC”) by December 31, 2023; (b) the Company commits a material breach of the Agreement and either that breach is not capable of being remedied or, if capable of remedy, the Company does not remedy that breach as soon as possible and in any event within 30 business days of its receipt of a notice from the Subscriber requiring the Company to remedy that breach. In the event the Subscriber elects to exercise its right to sell or put the shares to the Company (the “Put Option”), the Subscriber shall deliver a written notice to the Company specifying the number of shares that the Subscriber wishes to sell, and the Company shall be required to purchase from the Subscriber the Put Shares at a price per share equal to the original Purchase Price or $2.50 per share. The closing of the Put Shares pursuant to the above shall take place no later than 15 days following the receipt of such notice from the Subscriber payable in cash.

ASC 480-10-S99-3A provides guidance on the classification and measurement of redeemable securities, which requires classification in temporary equity of securities redeemable for cash or other assets if they are redeemable under certain conditions. One of these conditions is the occurrence of an event that is not solely within the control of the issuer. This condition is applicable as the Subscriber can exercise the Put Option and require the Company to redeem the shares of common stock if the Company’s IPO Registration Statement is not declared effective by the SEC by December 31, 2023. This process involves a significant number of third parties and the SEC’s declaration of effectiveness. Therefore, this contingently redeemable feature is not considered to be within the control of the Company and is classified within Mezzanine Equity on the accompanying consolidated balance sheet at September 30, 2023. As of January 30, 2024, the Subscriber has not exercised the Put Option.

Equity-Based Compensation

Issuance of Common Stock for Consulting fees

During the year ended September 30, 2023, the Company issued to two consultants an aggregate of 85,000 shares of common stock with an aggregate fair value of $85,000, which represents equity-based compensation and is recorded within operating expenses. During the period ended September 30, 2022, the Company issued to various consultants an aggregate of 675,000 shares of common stock with an aggregate fair value of $390,000, which represents equity-based compensation and is recorded within operating expenses. The fair value of shares is determined by the value of services rendered as indicated in the corresponding consulting agreements and by reference to recent cash sales of common stock to third parties.

Stock Based Compensation

On February 10, 2023, the Company adopted the 2023 Stock Incentive Plan which provides for the grant of incentive stock options and non-qualified stock options to purchase a maximum of 4,974,760 shares of the Company’s common stock and other types of awards. The exercise price, vesting and expiry date is determined for each grant by the board of directors or a committee appointed by the board of directors.

During the year ended September 30, 2023, the Company issued 2,050,000 fully vested stock options exercisable at $1.50 per common share with expiry on February 10, 2026, issued 1,650,000 fully vested stock options exercisable at $3.00 per common share with expiry on June 7, 2026, and issued 307,000 fully vested stock options exercisable at $3.00 per common share with expiry on August 30, 2026. The 2,050,000 options were valued at $584,484 based on a Black-Scholes valuation with the following assumptions (Risk-free interest rate: 4.19%; expected life of options: 1.5 years; estimated volatility: 82.5%; dividend rate: 0%). The 1,650,000 options were valued at $1,444,530 based on a Black-Scholes valuation with the following assumptions (Risk-free interest rate: 4.21%; expected life of options: 1.5 years; estimated volatility: 82.5%; dividend rate: 0%). The 307,000 options were valued at $269,989 based on a Black-Scholes valuation with the following assumptions (Risk-free interest rate: 4.57%; expected life of options: 1.5 years; estimated volatility: 82.5%; dividend rate: 0%).

5. EQUITY (Continued)

Equity-Based Compensation (Continued)

Stock Based Compensation (Continued)

During the year ended September 30, 2023, the Company’s assumptions utilized in the Black-Scholes valuation were the following: 1) stock price based on recent sales of common stock to unrelated parties; 2) estimated the volatility of its underlying stock by using an average of the historical volatility of a group of comparable publicly traded companies; 3) expected dividend yield was calculated using historical dividend amounts; 4) risk-free rate is based on the United States Treasury yield curve in effect at the time of the grant; 5) expected term was estimated based on the vesting and contractual term of the stock option grant.

For the year ended September 30, 2023, $1,963,440 was recorded within general and administrative expenses and $420,563 was recorded within research and development expenses. During the period from Inception through September 30, 2022, the Company did not issue stock options.

Option Activity

A summary of cumulative option activity under the 2023 Plan is as follows:

	Options outstanding
			Weighted average		Weighted average		Aggregate
	Number of		exercise price		contractual term		intrinsic value
	shares		per share		(in years)		(in thousands)

Outstanding – September 30, 2022		—	$	—		—	$	—
Options granted		2,050,000		1.50		3.00		1,025
Options granted		1,650,000		3.00		3.00		825
Options granted		307,000		3.00		3.00		154
Outstanding – September 30, 2023		4,007,000	$	2.23		2.54	$	2,004
Vested during the year		4,007,000	$	2.23		3.00	$	2,004
Vested at end of year		4,007,000	$	2.23		2.54	$	2,004
Exercisable at the end of the year		4,007,000	$	2.23		2.54	$	2,004

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-14

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 505
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478448/946-505-50-6

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480237/815-40-50-6

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480008/505-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(e)(1))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/505/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-14

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-14

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 16
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-16

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-18

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-18

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-18

+ Details

RELATED PARTIES

9 Months Ended

12 Months Ended

Jun. 30, 2024

Sep. 30, 2023

RELATED PARTIES

4. RELATED PARTIES

At June 30, 2024 and September 30, 2023, the Company had amounts due to related parties of $nil and $35,000, respectively. The amounts due at September 30, 2023 corresponded to unpaid amounts due to officers and directors for services rendered during the year ended September 30, 2023. The aggregate compensation paid, or payable, to officers and directors during the three months ended June 30, 2024 and 2023 were $345,000 and $110,000, respectively, and during the nine months ended June 30, 2024 and 2023 were $635,000 and $315,000, respectively, which are included in the accompanying condensed consolidated statements of operations under general and administrative expenses.

NANO NUCLEAR ENERGY INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2024

(Unaudited)

4. RELATED PARTIES

At September 30, 2023 and September 30, 2022 the Company had amounts due to related parties of $35,000 and $35,000, respectively. These amounts corresponded to unpaid amounts due to officers and directors for services rendered during the year ended September 30, 2023 and for the period from Inception through September 30, 2022. During the year ended September 30, 2023, the Company incurred consulting fees of $225,000 to its President and Chairman, $90,000 to its Chief Executive Officer, $90,000 to its Chief Financial Officer, $25,000 to its Chief Policy Officer, and incurred total directors’ fees of $25,000 to three independent directors, which was included in the consolidated statement of operation under general and administrative expenses. During the period from Inception through September 30, 2022, the Company incurred consulting fees of $80,000 to its President and Chairman, $15,000 to its Chief Executive Officer, $30,000 to its Chief Financial Officer, $10,000 to its Chief Policy Officer, and incurred directors’ fees of $5,000 to one independent director, which is included in the consolidated statements of operations under general and administrative expenses.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-2

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-6

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(g)(3))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(c))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(e))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/850/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-6

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1

+ Details

SUBSEQUENT EVENTS (Details Narrative) - USD ($)					1 Months Ended	3 Months Ended		8 Months Ended	9 Months Ended			12 Months Ended
SUBSEQUENT EVENTS (Details Narrative) - USD ($)	Jul. 16, 2024	Jul. 15, 2024	May 22, 2024	May 07, 2024	Aug. 13, 2024	Jun. 30, 2024	Jun. 30, 2023	Sep. 30, 2022	Jul. 04, 2024	Jun. 30, 2024	Jun. 30, 2023	Sep. 30, 2023
IPO [Member]
Subsequent Event [Line Items]
Number of shares issued				2,562,500
Offering price				$ 4.00
Gross proceeds				$ 10,250,000
Proceeds from issuance or sale of equity				$ 9,000,000
Warrant exercise price per shares				$ 5.00
Over-Allotment Option [Member]
Subsequent Event [Line Items]
Warrants to purchase shares				179,375
Number of shares issued				384,375
Warrants to purchase shares		135.0000
Gross proceeds			$ 1,537,500
Proceeds from issuance or sale of equity			$ 1,414,500
Subsequent Event [Member]
Subsequent Event [Line Items]
Warrants to purchase shares		127,550
Warrant exercise price per shares					$ 20.00
Gross proceeds					$ 1,275,500
Proceeds from stock option exercised					$ 37,500
Subsequent Event [Member] \| IPO [Member]
Subsequent Event [Line Items]
Warrants to purchase shares		450,000
Number of shares issued		900,000
Warrants to purchase shares		900,000
Offering price		$ 20.00
Gross proceeds		$ 18,000,000.0
Subsequent Event [Member] \| Over-Allotment Option [Member]
Subsequent Event [Line Items]
Warrants to purchase shares		67,500
Number of shares issued		135,000
Gross proceeds	$ 2,700,000
Proceeds from issuance or sale of equity	$ 2,480,000
Subsequent Event [Member] \| Equity Option [Member]
Subsequent Event [Line Items]
Warrants to purchase shares					25,000
Common Stock [Member]
Subsequent Event [Line Items]
Number of shares issued						2,946,875	778,000	19,826,500		3,769,019	2,598,369	2,598,369
Common Stock [Member] \| Subsequent Event [Member]
Subsequent Event [Line Items]
Warrants to purchase shares					63,775
Sale of stock									822,144
Sale of stock, price per share									$ 3.00
Gross proceeds from sale of stock									$ 2,466,437
Common Stock [Member] \| Subsequent Event [Member] \| IPO [Member]
Subsequent Event [Line Items]
Warrants to purchase shares		900,000
Warrant [Member]
Subsequent Event [Line Items]
Warrants to purchase shares				179,375
Warrant [Member] \| Subsequent Event [Member]
Subsequent Event [Line Items]
Warrants to purchase shares		25,000
Warrant exercise price per shares					$ 1.50

RELATED PARTIES (Details Narrative) - USD ($)	3 Months Ended		8 Months Ended	9 Months Ended		12 Months Ended
RELATED PARTIES (Details Narrative) - USD ($)	Jun. 30, 2024	Jun. 30, 2023	Sep. 30, 2022	Jun. 30, 2024	Jun. 30, 2023	Sep. 30, 2023
Related Party [Member]
Related Party Transaction [Line Items]
Due to related parties			$ 35,000			$ 35,000
Officers and Directors [Member]
Related Party Transaction [Line Items]
Aggregate compensation paid	$ 345,000	$ 110,000		$ 635,000	$ 315,000
President and Chairman [Member]
Related Party Transaction [Line Items]
Consulting fees			80,000			225,000
Chief Executive Officer [Member]
Related Party Transaction [Line Items]
Consulting fees			15,000			90,000
Chief Financial Officer [Member]
Related Party Transaction [Line Items]
Consulting fees			30,000			90,000
Chief Policy Officer [Member]
Related Party Transaction [Line Items]
Consulting fees			10,000			25,000
Three Independent Directors [Member]
Related Party Transaction [Line Items]
Director fees						$ 25,000
One Independent Directors [Member]
Related Party Transaction [Line Items]
Director fees			$ 5,000

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Jun. 30, 2024	Sep. 30, 2023	Sep. 30, 2022
Statement of Financial Position [Abstract]
Treasury stock, common, shares	0	2,000,000
Preferred stock, par value	$ 0.0001	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	25,000,000	100,000,000	100,000,000
Preferred stock, shares issued	0	0	0
Preferred stock, shares outstanding	0	0	0
Common stock, par value	$ 0.0001	$ 0.0001	$ 0.0001
Common stock, shares authorized	275,000,000	100,000,000	100,000,000
Common stock, shares issued	29,003,888	23,184,869	20,501,500
Common stock, shares outstanding	29,003,888	23,184,869	20,501,500

OTHER INCOME (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
OTHER INCOME (Details Narrative) - USD ($)	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Sep. 30, 2023
Other Income and Expenses [Abstract]
Interest income	$ 38,372	$ 1,753	$ 109,559	$ 1,753	$ 32,994
Grants earned					$ 28,000

ACQUISITION OF ALIP TECHNOLOGY (Details Narrative) - USD ($)			9 Months Ended
	Jul. 21, 2024	Jun. 21, 2024	Jun. 30, 2024	Sep. 30, 2023
Business Acquisition [Line Items]
Contingent cash		$ 836,500
Contingent consideration			$ 1,222,000
Revaluation expense			$ 385,500
ALIP Technology [Member]
Business Acquisition [Line Items]
Proceeds from previous acquisitions		$ 1,370,000
Number of shares issued for acquisitions		50,000
Business combination cash consideration	$ 50,000
ALIP Technology [Member] \| Dr Maidana [Member]
Business Acquisition [Line Items]
Number of shares issued for acquisitions		50,000
Business combination cash consideration	$ 50,000
ALIP Technology [Member] \| Dr Maidana [Member] \| Consulting Agreement [Member]
Business Acquisition [Line Items]
Proceeds from previous acquisitions		$ 350,000

ACQUISITION OF ALIP TECHNOLOGY

9 Months Ended

Jun. 30, 2024

Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]

ACQUISITION OF ALIP TECHNOLOGY

7. ACQUISITION OF ALIP TECHNOLOGY

On June 21, 2024, the Company acquired a novel annular linear induction pump (“ALIP”) technology used in small nuclear reactor cooling (“ALIP Acquisition”) from noted physicist, research engineer and project manager Carlos O. Maidana, PhD. In connection with the transaction, Dr. Maidana has agreed to collaborate with the Company as a consultant on further development of the ALIP technology with a view towards achieving SBIR Phase III Award status. These efforts will build on previous Department of Energy (“DOE”) grants for the technology aggregating over $1.37 million in prior phases. Pursuant to a consulting agreement between NANO and Dr. Maidana, NANO will provide funding (estimated to be approximately $350,000) and other resources necessary for the SBIR Phase III project, and Dr. Maidana will be the Principal Investigator on this project. The SBIR program is a federal initiative designed to support small businesses in conducting research and development with strong potential for commercialization. By funding these projects, the SBIR program aims to stimulate technological innovation and facilitate the transition of research into viable products and services. SBIR Phase I focuses on feasibility and technical merit, Phase II involves further development and prototype creation, and Phase III centers on commercialization, requiring external funding to bring the innovation to market. The ALIP technology, which is based on electromagnetic (rather than moving) pumps, is a key-enabling technology to the Company’s ODIN microreactor in development. NANO’s engineers have worked to identify relevant technologies to further optimize and simplify ODIN’s design. The acquired ALIP technology, to be refined during the SBIR Phase III program, is an example of this strategy. The Company also believes there is significant potential for this technology to be separately commercialized within a year as a component for all salt-based coolant reactors. There are numerous advanced reactor designs which utilize salt-based coolants in fission and fusion energy industries, as well as in the advanced materials, space exploration, marine propulsion, and high-temperature and industrial process sectors.

The ALIP SBIR Phase III project acquired by the Company integrates several previous SBIR efforts, specifically:

●	Grant Number DE-SC0019835: Development of a Small Electromagnetic Pump for Molten Salt.
●	Grant Number DE-SC0022805: Software for Multiphysics Analysis and Design of Annular Linear Induction Pumps.
●	Grant Number DE-SC0013992: Computational Tools for the Design of Liquid Metal Thermomagnetic Systems.

As part of this transaction, Dr. Maidana assigned to NANO all intellectual property rights associated with the ALIP technology and product, his work on the foregoing grants and the proposal for the SBIR Phase III program. As consideration for the ALIP Acquisition, the Company (i) issued 50,000 shares of Common Stock to Dr. Maidana and (ii) paid Dr. Maidana cash consideration of $50,000. Additionally, the Company agreed to deliver to Dr. Madana an additional (iii) 50,000 shares of Common Stock and (iv) cash consideration of $50,000, contingent upon the successful completion of the SBIR Phase III project prior to June 21, 2025. The Company anticipates that the completion of the SBIR Phase III project will occur prior to June 21, 2025, and therefore has calculated the contingent consideration at the closing price of NANO’s stock on the date of acquisition. The ALIP Acquisition has been accounted for as an acquisition of in-process R&D that has been fully expensed on the acquisition date as R&D costs.

The ALIP Acquisition was recorded at its fair value as of June 21, 2024. The total purchase price was approximately $1.67 million and is comprised of:

SCHEDULE OF ALIP ACQUISITION

	Total
Cash (paid on closing)	$	50,000
Common shares (issued on closing)		786,500
Contingent cash		50,000
Contingent common shares (fair value at closing)		786,500
Total purchase price	$	1,673,000

As of June 21, 2024, the contingent cash and common shares obligation was recorded at its fair value of $836,500 based on the closing price of NANO’s stock on the date of acquisition. At June 30, 2024, the contingent cash and common shares obligation was revalued to its fair value of $1,222,000 based on the closing price of NANO’s stock on June 30, 2024, which resulted in a revaluation expense of $385,500.

SCHEDULE OF BALANCE SHEET INFORMATION (Details) - USD ($)	Jun. 30, 2024	Sep. 30, 2023
Right-of-use Asset And Lease Liability
Operating right-of-use asset	$ 1,872,763
Operating lease liability, current	352,281
Operating lease liability, long-term	$ 1,618,510

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

9 Months Ended

12 Months Ended

Jun. 30, 2024

Sep. 30, 2023

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited interim condensed consolidated interim financial statements have been prepared in accordance with U.S. GAAP for interim financial reporting and the rules and regulations of the Securities and Exchange Commission (“SEC”). References to ASC and ASU included herein refer to the Accounting Standards Codification and Accounting Standards Update established by the Financial Accounting Standards Board (“FASB”) as the source of authoritative U.S. GAAP. All intercompany balances and transactions have been eliminated in consolidation.

In management’s opinion, the unaudited interim condensed consolidated financial statements have been prepared on the same basis as the Company’s annual audited consolidated financial statements. They include all adjustments, consisting of only normal recurring adjustments, necessary for the fair statement of the Company’s financial position as of June 30, 2024, and its results of operations for the three and nine months ended June 30, 2024 and 2023 and cash flows for the nine months ended June 30, 2024 and 2023. The results for the three and nine months ended June 30, 2024 are not necessarily indicative of the results expected for the year or any other periods. The condensed consolidated balance sheet as of September 30, 2023 has been derived from the Company’s audited financial statements.

Cash and Cash Equivalents

Cash equivalents represent short-term, highly liquid investments, which are readily convertible to cash and have maturities of three months or less at time of purchase, while cash equivalents with an initial maturity of between three and twelve months at time of purchase are considered short-term investments. The Company’s cash equivalents consist of certificates of deposit, are classified as held-to-maturity, and the estimated fair value of the investment approximates its amortized cost.

NANO NUCLEAR ENERGY INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2024

(Unaudited)

Use of Estimates

The preparation of condensed consolidated interim financial statements in conformity with GAAP requires management to make certain estimates, judgments and assumptions. The Company believes that the estimates, judgments and assumptions made when accounting for items and matters such as, but not limited to, equity-based compensation and contingencies are reasonable, based on information available at the time they are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities as of the date of the condensed consolidated interim financial statements, as well as amounts reported on the statements of operations during the periods presented. Actual results could differ from those estimates.

Fair Value Measurement

The Company measures certain financial assets and liabilities at fair value. Fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the Company uses a three-level hierarchy, which prioritizes fair value measurements based on the types of inputs used for the various valuation techniques (market approach, income approach and cost approach). The levels of hierarchy are described below:

Level 1 – Quoted prices in active markets for identical instruments.

Level 2 – Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets.

Level 3 – Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. Financial assets and liabilities are classified in their entirety based on the most stringent level of input that is significant to the fair value measurement. The carrying amount of certain financial instruments, including prepaid expenses and accounts payable approximates fair value due to their short maturities.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash. The Company maintains its cash balances at a financial institution and such amounts exceeded federally insured limits at June 30, 2024 and September 30, 2023. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows.

Prepaid Expenses

Prepaid expenses primarily relate to payments made to consultants and vendors in advance of the service being provided.

Leases

The Company recognizes right-of-use (ROU) assets and lease liabilities for leases with terms greater than 12 months. Leases are classified as either finance or operating leases. This classification dictates whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. As of June 30, 2024, the Company has one short-term operating lease and one long-term operating lease. As of September 30, 2023, the Company had one short-term operating lease.

Long-term leases (leases with initial terms greater than 12 months) are capitalized at the present value of the minimum lease payments not yet paid. The Company uses its incremental borrowing rate to determine the present value of the lease when the rate implicit in the lease is not readily determinable. Short-term leases (leases with an initial term of 12 months or less or leases that are cancelable by the lessee and lessor without significant penalties) are not capitalized but are expensed on a straight-line basis over the lease term. The Company’s short-term lease relates to office facilities which did not meet the criteria for capitalization as of June 30, 2024 and September 30, 2023.

NANO NUCLEAR ENERGY INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2024

(Unaudited)

Mezzanine Equity

The Company recognized a tranche of shares of Common Stock as mezzanine equity since such shares were redeemable at the option of the holder, but not mandatorily redeemable. On March 30, 2024, the Company amended its subscription agreement with the holder of such shares to terminate the redemption right, which resulted in a conversion of such shares from mezzanine equity to stockholders’ equity. See Note 5 for further information.

Equity-Based Compensation

Equity-based compensation is measured using a fair value-based method for all equity-based awards. The cost of awarded equity instruments is recognized based on each instrument’s grant-date fair value over the period during which the award vests. Equity-based compensation is recorded as either a general and administrative expense or a research and development expense in the condensed consolidated statements of operations.

Research and Development

Research and Development (“R&D”) expenses represent costs incurred for designing and engineering products, including the costs of developing design tools, as well as the costs to acquire technology and other assets from third parties. All research and development costs related to product development are expensed as incurred.

Advertising Costs

Advertising costs are expensed as incurred and are recognized as a component of general and administrative expenses on the condensed consolidated statements of operations. Advertising costs expensed were $227,361 and $833,589, respectively, for the three and nine months ended June 30, 2024, and $128,339 and $305,912, respectively, for the three and nine months ended June 30, 2023.

Legal Contingencies

The Company is not aware of any pending legal proceedings against the Company. The Company records liabilities for losses from legal proceedings when it determines that it is probable that the outcome in a legal proceeding will be unfavorable, and the amount of loss can be reasonably estimated.

Income Taxes

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets, including tax loss and credit carry forwards, and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is recorded when it is “more likely-than-not” that deferred tax assets will not be realized. On a regular basis, the Company evaluates the recoverability of deferred tax assets and the need for a valuation allowance. Such evaluations involve the application of significant judgment. The Company considers multiple factors in its evaluation of the need for a valuation allowance. The Company’s net deferred tax assets consist primarily of assets related to net operating losses. The Company’s net operating losses and credits have an indefinite life for federal net operating losses (“NOLs”) generated through June 30, 2024. At June 30, 2024 and September 30, 2023, the Company recorded a full valuation allowance on its deferred tax assets in the amount of approximately $3,580,000 and $1,971,000, respectively. The effective tax rate was 0.0% for the three and nine months ended June 30, 2024 and 2023. The Company’s effective tax rate for the three and nine months ended June 30, 2024 and 2023 differs from the federal statutory rate of 21% primarily due to a full valuation allowance against its net deferred tax assets where it is more likely than not that the deferred tax assets will not be realized.

NANO NUCLEAR ENERGY INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2024

(Unaudited)

Until an appropriate level of profitability is attained, the Company expects to maintain a full valuation allowance on its deferred tax assets. Any tax benefits or tax expense recorded on its consolidated statements of operations will be offset with a corresponding valuation allowance until such time that the Company changes its determination related to the realization of deferred tax assets. In the event that the Company changes its determination as to the amount of deferred tax assets that can be realized, the Company will adjust its valuation allowance with a corresponding impact to the provision for income taxes in the period in which such a determination is made. For uncertain tax positions that meet a “more likely-than-not” threshold, the Company recognizes the benefit of uncertain tax positions in the condensed consolidated interim financial statements. The Company’s practice is to recognize interest and penalties, if any, related to uncertain tax positions in income tax expense in the consolidated statements of operations. The Company’s 2023 tax returns remain subject to examination by taxing jurisdictions. At June 30, 2024 and September 30, 2023, the Company does not believe it has any uncertain tax positions that would require either recognition or disclosure in the accompanying condensed consolidated interim financial statements.

Net Loss per Share

Basic net income (loss) per share is computed by dividing net income (loss) attributable to the Company by the weighted average number of shares of Common Stock outstanding during the period. Diluted net income (loss) per share is computed based on the weighted average number of shares of Common Stock outstanding plus the effect of dilutive potential shares of Common Stock outstanding during the period. During the periods when there is a net loss, potentially dilutive shares of Common Stock are excluded from the calculation of diluted net loss per share as their effect is anti-dilutive. During the three and nine months ended June 30, 2024 and 2023, there were no dilutive shares issued or outstanding.

Operating Segments

For the three and nine months ended June 30, 2024 and 2023, the Company was managed as a single operating segment in accordance with the provisions in the Financial Accounting Standards Board (“FASB”) guidance on segment reporting, which establishes standards for, and requires disclosure of, certain financial information related to reportable operating segments and geographic regions. Furthermore, the Company determined that the Company’s Chairman and President is the Chief Operating Decision Maker as he is responsible for making decisions regarding the allocation of resources and assessing performance as well as for strategic operational decisions and managing the organization as a whole.

Recent Accounting Pronouncements

The Company considers the applicability and impact of all Accounting Standards Updates issued by the FASB. There are no accounting pronouncements which have been issued but are not yet effective that would have a material impact on our current condensed consolidated interim financial statements.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The consolidated financial statements include the accounts of NANO and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation.

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires management to make certain estimates, judgments and assumptions. The Company believes that the estimates, judgments and assumptions made when accounting for items and matters such as, but not limited to, equity-based compensation and contingencies are reasonable, based on information available at the time they are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities as of the date of the consolidated financial statements, as well as amounts reported on the statements of operations during the periods presented. Actual results could differ from those estimates.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Fair Value Measurement

Level 1 – Quoted prices in active markets for identical instruments.

Level 3 – Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash. The Company maintains its cash balances at a financial institution and such amounts exceeded federally insured limits at September 30, 2023 and 2022. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows.

Prepaid Expenses

Prepaid expenses primarily relate to payments made to consultants and vendors in advance of the service being provided.

Leases

The Company recognizes right-of-use assets and lease liabilities for leases with terms greater than 12 months. Leases are classified as either finance or operating leases. This classification dictates whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. As of September 30, 2023 and September 30, 2022, the Company has one short-term operating lease.

Short-term leases (leases with an initial term of 12 months or less or leases that are cancelable by the lessee and lessor without significant penalties) are not capitalized but are expensed on a straight-line basis over the lease term. The Company’s short-term lease relates to office facilities which did not meet the criteria for capitalization as of September 30, 2023 and September 30, 2022.

Mezzanine Equity

The Company recognized a tranche of common shares as mezzanine equity since those common shares may be redeemed at the option of the holder, but is not mandatorily redeemable.

Equity-Based Compensation

Equity-based compensation is measured using a fair value-based method for all equity-based awards. The cost of awarded equity instruments is recognized based on each instrument’s grant-date fair value over the period during which the award vests. Equity-based compensation is recorded as a general and administrative expense in the statements of operations.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Research and Development

Research and Development (“R&D”) expenses represent costs incurred for designing and engineering products, including the costs of developing design tools. All research and development costs related to product development are expensed as incurred.

Advertising Costs

Advertising costs are expensed as incurred and are recognized as a component of general and administrative expenses on the consolidated statement of operations. Advertising costs expensed were approximately $483,500 for the year ended September 30, 2023 and $13,360 for the period from Inception through September 30, 2022.

Legal Contingencies

The Company is not presently involved in any legal proceedings. The Company records liabilities for losses from legal proceedings when it determines that it is probable that the outcome in a legal proceeding will be unfavorable, and the amount of loss can be reasonably estimated.

Income Taxes

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets, including tax loss and credit carry forwards, and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is recorded when it is “more likely-than-not” that deferred tax assets will not be realized. On a regular basis, the Company evaluates the recoverability of deferred tax assets and the need for a valuation allowance. Such evaluations involve the application of significant judgment. The Company considers multiple factors in its evaluation of the need for a valuation allowance. The Company’s net deferred tax assets consist of assets related to net operating losses. The Company’s net operating losses and credits have an indefinite life for federal net operating losses (“NOLs”) generated through September 30, 2023. At September 30, 2023 and 2022, the Company has recorded a full valuation allowance on its deferred tax assets in the amount of approximately $1,971,000 and $281,000, respectively. The Company’s deferred tax assets consist primarily of net operating losses and research and development credits. The effective tax rate was 0.0% for both the year ended September 30, 2023 and for the period from February 8, 2022 (Inception) through September 30, 2022. The Company’s effective tax rate for the year ended September 30, 2023 and period ended September 30, 2022 differs from the federal statutory rate of 21% primarily due to a full valuation allowance against its net deferred tax assets where it is more likely than not that the deferred tax assets will not be realized.

Until an appropriate level of profitability is attained, the Company expects to maintain a full valuation allowance on its deferred tax assets. Any tax benefits or tax expense recorded on its consolidated statements of operations will be offset with a corresponding valuation allowance until such time that the Company changes its determination related to the realization of deferred tax assets. In the event that the Company changes its determination as to the amount of deferred tax assets that can be realized, the Company will adjust its valuation allowance with a corresponding impact to the provision for income taxes in the period in which such a determination is made. For uncertain tax positions that meet a “more likely-than-not” threshold, the Company recognizes the benefit of uncertain tax positions in the consolidated financial statements. The Company’s practice is to recognize interest and penalties, if any, related to uncertain tax positions in income tax expense in the consolidated statements of operations. The Company’s 2023 tax returns remain subject to examination by taxing jurisdictions. At September 30, 2023 and 2022, the Company does not believe it has any uncertain tax positions that would require either recognition or disclosure in the accompanying consolidated financial statements.

Net Loss per Share

Basic net income (loss) per share is computed by dividing net income (loss) attributable to the Company by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per share is computed based on the weighted average number of shares of common stock outstanding plus the effect of dilutive potential shares of common stock outstanding during the period. During the periods when there is a net loss, potentially dilutive shares of common stock are excluded from the calculation of diluted net loss per share as their effect is anti-dilutive. During the year ended September 30, 2023, there were no dilutive shares issued or outstanding.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Operating Segments

For the year ended September 30, 2023, the Company was managed as a single operating segment in accordance with the provisions in the Financial Accounting Standards Board (“FASB”) guidance on segment reporting, which establishes standards for, and requires disclosure of, certain financial information related to reportable operating segments and geographic regions. Furthermore, the Company determined that the Company’s Chairman and President is the Chief Operating Decision Maker as he is responsible for making decisions regarding the allocation of resources and assessing performance as well as for strategic operational decisions and managing the organization as a whole.

Recent Accounting Pronouncements

ACQUISITION OF ALIP TECHNOLOGY (Tables)

9 Months Ended

Jun. 30, 2024

Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]

SCHEDULE OF ALIP ACQUISITION

The ALIP Acquisition was recorded at its fair value as of June 21, 2024. The total purchase price was approximately $1.67 million and is comprised of:

SCHEDULE OF ALIP ACQUISITION

	Total
Cash (paid on closing)	$	50,000
Common shares (issued on closing)		786,500
Contingent cash		50,000
Contingent common shares (fair value at closing)		786,500
Total purchase price	$	1,673,000

ORGANIZATION AND OPERATIONS AND BASIS OF PRESENTATION (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended	8 Months Ended	9 Months Ended		12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Sep. 30, 2022	Jun. 30, 2024	Jun. 30, 2023	Sep. 30, 2023
Subsidiary, Sale of Stock [Line Items]
Common stock, par value	$ 0.0001		$ 0.0001	$ 0.0001	$ 0.0001		$ 0.0001
Working capital	$ 12,513,828		$ 12,513,828	$ 2,109,676	$ 12,513,828		$ 6,933,647
Accumulated deficit	(14,942,045)		(14,942,045)	(1,031,824)	(14,942,045)		(7,282,225)
Net loss	$ (4,668,247)	$ (2,699,650)		(1,031,824)	(7,659,820)	$ (4,904,229)	(6,250,401)
Cash flows from operations				(621,501)	(5,953,795)	(2,691,775)	(3,867,573)
Proceeds			18,000,000.0	$ 2,751,500	$ 14,253,937	$ 8,765,369	$ 8,765,369
Over-Allotment Option [Member]
Subsidiary, Sale of Stock [Line Items]
Proceeds			$ 2,700,000

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-6

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-9

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 805
-SubTopic 60
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147476176/805-60-65-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 323
-Name Accounting Standards Codification
-Section 65
-Paragraph 2
-Subparagraph (g)(3)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478666/740-323-65-2

Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(20))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483621/220-10-S99-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 323
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481687/323-10-50-3

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 825
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 28
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482907/825-10-50-28

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482765/220-10-50-6

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-3

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-1

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480175/815-40-65-1

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 8
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-8

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-11

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-11

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-4

Reference 17: http://www.xbrl.org/2003/role/exampleRef
-Topic 946
-SubTopic 830
-Name Accounting Standards Codification
-Section 55
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479168/946-830-55-10

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section 45
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479105/946-220-45-7

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(18))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477250/944-220-S99-1

Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(9))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-09(1)(d))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-3

Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(i))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A

Reference 23: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(ii))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A

Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iii)(A))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A

Reference 25: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iv))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A

Reference 26: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(5))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A

Reference 27: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(i))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B

Reference 28: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(A))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B

Reference 29: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(B))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B

Reference 30: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iv))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B

Reference 31: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(5))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B

Reference 32: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 60B
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482689/260-10-45-60B

Reference 33: http://www.xbrl.org/2003/role/disclosureRef
-Topic 205
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483499/205-20-50-7

Reference 34: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 230
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 28
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482740/230-10-45-28

Reference 35: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 1A
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482790/220-10-45-1A

Reference 36: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 1B
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482790/220-10-45-1B

Reference 37: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 942
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(22))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478524/942-220-S99-1

+ Details

- Definition

Amount of accumulated undistributed earnings (deficit).

+ References + Details

SUBSEQUENT EVENTS

9 Months Ended

12 Months Ended

Jun. 30, 2024

Sep. 30, 2023

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

8. SUBSEQUENT EVENTS

The Company has evaluated all events or transactions that occurred after June 30, 2024, through the date that the condensed consolidated interim financial statements were issued. During this period, there were no material subsequent events requiring disclosure except as stated as follows:

On July 15, 2024, the Company consummated a firm commitment underwritten follow-on public offering (the “Follow-on Offering”) of an aggregate of 900,000 units, consisting of an aggregate of 900,000 shares of Common Stock and 900,000 warrants to purchase up to 450,000 shares of Common Stock (the “Follow-on Warrants”) based on an offering price of $20.00 per unit (the “Follow-on Offering Price”), generating gross proceeds of approximately $18.0 million, less underwriting discounts and other Follow-on Offering expenses. The units issued in the Follow-On Offering have no stand-alone rights, are not certificated and have not been issued as stand-alone securities. In connection with the Follow-on Offering, the Company granted the lead managing underwriter an option (“Follow-on Over-allotment Option”), exercisable for 30 days from July 15, 2024, to purchase up to an additional 135,000 shares of Common Stock (the “Follow-on Over-allotment Shares”) and 135,0000 Warrants to purchase 67,500 shares of Common Stock (the “Follow-on Over-allotment Warrants”) from the Company at the Follow-on Offering Price, less underwriting discounts and other Follow-on Offering expenses, to cover over-allotments in the Follow-on Offering. On July 12, 2024, the underwriter exercised the Follow-on Over-allotment Option in full with respect to the Follow-on Over-allotment Warrants, which closed on July 15, 2024 for nominal consideration.

On July 16, 2024, the underwriter exercised the Follow-on Over-allotment Option in full with respect to the Follow-on Over-allotment Shares, and on July 18, 2024, the closing of the purchase of the Follow-on Over-Allotment Shares occurred, generating gross proceeds to the Company of approximately $2.70 million and net proceeds of approximately $2.48 million.

Between July 15, 2024 and August 13, 2024, 127,550 Warrants were exercised to purchase 63,775 Common Stock at an exercise price of $20.00 per share generating gross proceeds of approximately $1,275,500, and 25,000 stock options were exercised to purchase 25,000 common shares at an exercise price of $1.50 per share generating proceeds of approximately $37,500.

6. SUBSEQUENT EVENTS

The Company has evaluated all events or transactions that occurred after September 30, 2023 through January 30, 2024, which is the date that the consolidated financial statements were available to be issued. During this period, there were no material subsequent events requiring disclosure except as stated as follows:

Subsequent to September 30, 2023, the Company sold 822,144 common shares at a price of $3.00 per common share for gross proceeds of $2,466,437.

Condensed Consolidated Balance Sheets - USD ($)	Jun. 30, 2024	Sep. 30, 2023	Sep. 30, 2022
Current assets:
Cash	$ 13,789,532	$ 6,952,795	$ 2,129,999
Prepaid expenses	530,188	205,857	117,448
Total current assets	14,319,720	7,158,652	2,247,447
Deferred offering costs		75,000
Deposits	235,235
Right of use asset	1,872,763
Total assets	16,427,718	7,233,652	2,247,447
Current liabilities:
Accounts payable and accrued liabilities	231,611	190,005	102,771
Lease liability, current	352,281
Contingent consideration	1,222,000
Total current liabilities	1,805,892	225,005
Lease liability, non-current	1,618,510
Total liabilities	3,424,402	225,005	137,771
Mezzanine Equity
Common stock subject to possible redemption		5,000,000
Stockholders’ Equity
Preferred stock value
Common stock value	2,900	2,319	2,050
Additional paid-in capital	27,942,461	9,288,553	3,139,450
Accumulated deficit	(14,942,045)	(7,282,225)	(1,031,824)
Total stockholders’ equity	13,003,316	2,008,647	2,109,676
Total liabilities, mezzanine equity, and stockholders’ equity	16,427,718	7,233,652	2,247,447
Related Party [Member]
Current liabilities:
Due to related parties		$ 35,000	$ 35,000

RIGHT-OF-USE ASSET AND LEASE LIABILITY (Tables)

9 Months Ended

Jun. 30, 2024

Right-of-use Asset And Lease Liability

SCHEDULE OF BALANCE SHEET INFORMATION

Balance sheet information related to the Company’s leases is presented below:

SCHEDULE OF BALANCE SHEET INFORMATION

Operating leases:	June 30, 2024		September 30, 2023
Operating right-of-use asset	$	1,872,763	$	—
Operating lease liability, current		352,281		—
Operating lease liability, long-term		1,618,510		—

SCHEDULE OF OTHER INFORMATION RELATED TO LEASES

The following provides details of the Company’s lease expense:

Lease cost:	2024		2023		2024		2023
	Three Months Ended June 30,				Nine Months Ended June 30,
Lease cost:	2024		2023		2024		2023
Operating lease cost	$	103,263	$	—	$	131,632	$	—

SCHEDULE OF OTHER INFORMATION RELATED TO LEASES

Other information related to leases is presented below:

measurement of lease liabilities:	2024		2023		2024		2023
Cash paid for amounts included in the	Three Months Ended June 30,				Nine Months Ended June 30,
measurement of lease liabilities:	2024		2023		2024		2023
Operating cash outflows from operating leases	$	33,605	$	—	$	33,605	$	—

June 30,

2024

Weighted-average discount rate – operating lease

13.5

Weighted-average remaining lease term – operating lease (in years)

7.3

SCHEDULE OF EXPECTED ANNUAL MINIMUM LEASE PAYMENTS

As of June 30, 2024, the expected annual minimum lease payments of the Company’s operating lease liabilities were as follows:

For the Years Ended September 30,
2024	$	100,815
2025		339,411
2026		418,508
2027		428,971
2028		439,695
Thereafter		1,306,255
Total future minimum lease payments, undiscounted		3,033,655
Less: Imputed interest for leases in excess of one year		(1,062,864	)
Present value of future minimum lease payments		1,970,791
Less: Current portion of lease liabilities		(352,281	)
Total lease liabilities less current portion	$	1,618,510

OTHER INCOME

9 Months Ended

12 Months Ended

Jun. 30, 2024

Sep. 30, 2023

Other Income and Expenses [Abstract]

OTHER INCOME

3. OTHER INCOME

During the three and nine months ended June 30, 2024, the Company earned interest income of $38,372 and $109,559, respectively, on its cash held at a financial institution. During the three and nine months ended June 30, 2023, the Company earned interest income of $1,753.

3. OTHER INCOME

During the year ended September 30, 2023, the Company earned interest income of $32,994 on its cash held at a financial institution. During the period from Inception through September 30, 2022, the Company was awarded a grant for 200 hours of subject matter expert support at Idaho National Laboratory (“INL”) as part of the National Reactor Innovation Center (“NRIC”) Resource Team program which amounted to $28,000. NRIC is a national U.S. Department of Energy program led by the INL, allowing collaborators to harness the world-class capabilities of the U.S. National Laboratory System. All amounts related to this grant have been earned as of September 30, 2022.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	3 Months Ended		8 Months Ended	9 Months Ended		12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Sep. 30, 2022	Jun. 30, 2024	Jun. 30, 2023	Sep. 30, 2023
Accounting Policies [Abstract]
Advertising costs	$ 227,361	$ 128,339	$ 13,360	$ 833,589	$ 305,912	$ 483,500
Deferred tax assets valuation allowance	$ 3,580,000		$ 281,000	$ 3,580,000		$ 1,971,000
Effective tax rate	0.00%	0.00%	0.00%	0.00%	0.00%	0.00%
Federal statutory rate	21.00%	21.00%	21.00%	21.00%	21.00%	21.00%

EQUITY (Tables)

9 Months Ended

12 Months Ended

Jun. 30, 2024

Sep. 30, 2023

Equity [Abstract]

SCHEDULE OF CUMULATIVE OPTION ACTIVITY

A summary of cumulative option activity under the 2023 Plan is as follows:

	Options outstanding
	Number of shares		Weighted average exercise price per share		Weighted average contractual term (in years)		Aggregate intrinsic value (in thousands)

Outstanding – September 30, 2023		4,007,000	$	2.23		2.54	$	2,004
Options granted		125,000		3.00		2.96		152
Outstanding – June 30, 2024		4,132,000	$	2.23		2.54	$	2,156
Vested during the period		125,000	$	3.00		2.96	$	152
Vested at end of period		-	$	-		-	$	-
Exercisable at the end of period		4,132,000	$	2.26		2.07	$	2,156

A summary of cumulative option activity under the 2023 Plan is as follows:

	Options outstanding
			Weighted average		Weighted average		Aggregate
	Number of		exercise price		contractual term		intrinsic value
	shares		per share		(in years)		(in thousands)

Outstanding – September 30, 2022		—	$	—		—	$	—
Options granted		2,050,000		1.50		3.00		1,025
Options granted		1,650,000		3.00		3.00		825
Options granted		307,000		3.00		3.00		154
Outstanding – September 30, 2023		4,007,000	$	2.23		2.54	$	2,004
Vested during the year		4,007,000	$	2.23		3.00	$	2,004
Vested at end of year		4,007,000	$	2.23		2.54	$	2,004
Exercisable at the end of the year		4,007,000	$	2.23		2.54	$	2,004

SCHEDULE OF EXPECTED ANNUAL MINIMUM LEASE PAYMENTS (Details) - USD ($)	Jun. 30, 2024	Sep. 30, 2023
Right-of-use Asset And Lease Liability
2024	$ 100,815
2025	339,411
2026	418,508
2027	428,971
2028	439,695
Thereafter	1,306,255
Total future minimum lease payments, undiscounted	3,033,655
Less: Imputed interest for leases in excess of one year	(1,062,864)
Present value of future minimum lease payments	1,970,791
Less: Current portion of lease liabilities	(352,281)
Total lease liabilities less current portion	$ 1,618,510

Condensed Consolidated Statements of Cash Flows - USD ($)	8 Months Ended	9 Months Ended		12 Months Ended
	Sep. 30, 2022	Jun. 30, 2024	Jun. 30, 2023	Sep. 30, 2023
OPERATING ACTIVITIES
Net loss	$ (1,031,824)	$ (7,659,820)	$ (4,904,229)	$ (6,250,401)
Adjustments to reconcile net loss to net cash used in operating activities:
Equity-based compensation	390,000	152,457	2,114,014	2,384,003
Amortization of right of use asset		53,893
R&D acquisition paid in equity		786,500
Change in assets and liabilities:
Prepaid expenses	(117,448)	(324,331)	(38,588)	(88,409)
Deposits		(235,235)
Accounts payable and accrued liabilities	102,771	41,606	147,028	87,234
Due to related parties	35,000	(35,000)	(10,000)
Lease liability		44,135
Contingent liability		1,222,000
Net cash used in operating activities	(621,501)	(5,953,795)	(2,691,775)	(3,867,573)
FINANCING ACTIVITIES
Proceeds from common stock issuances	2,751,500	14,253,937	8,765,369	8,765,369
Offering costs		(1,408,405)
Payment of deferred offering costs		(55,000)	(75,000)	(75,000)
Net cash provided by financing activities	2,751,500	12,790,532	8,690,369	8,690,369
Net increase in cash	2,129,999	6,836,737	5,998,594	4,822,796
Cash, beginning of period		6,952,795	2,129,999	2,129,999
Cash, end of period	$ 2,129,999	13,789,532	8,128,593	$ 6,952,795
Non-cash transactions:
Conversion from Mezzanine Equity to Stockholders’ Equity		(5,000,000)
Inception of Right of Use Asset / Liability		$ 1,926,656

RIGHT-OF-USE ASSET AND LEASE LIABILITY

9 Months Ended

Jun. 30, 2024

Right-of-use Asset And Lease Liability

RIGHT-OF-USE ASSET AND LEASE LIABILITY

6. RIGHT-OF-USE ASSET AND LEASE LIABILITY

As of June 30, 2024, the Company has one long-term operating lease for its corporate headquarters located at 10 Times Square, 30th Floor, New York, New York 10018. Lease components in the Company’s long-term operating lease are accounted for following the guidance in ASC 842 for the capitalization of long-term leases. At June 30, 2024, the lease liability is equal to the present value of the remaining lease payments, discounted using a borrowing rate based on similar debt. Lease activity for the three and nine months ended June 30, 2024 and 2023, was as follows:

Balance sheet information related to the Company’s leases is presented below:

SCHEDULE OF BALANCE SHEET INFORMATION

Operating leases:	June 30, 2024		September 30, 2023
Operating right-of-use asset	$	1,872,763	$	—
Operating lease liability, current		352,281		—
Operating lease liability, long-term		1,618,510		—

The following provides details of the Company’s lease expense:

Lease cost:	2024		2023		2024		2023
	Three Months Ended June 30,				Nine Months Ended June 30,
Lease cost:	2024		2023		2024		2023
Operating lease cost	$	103,263	$	—	$	131,632	$	—

Other information related to leases is presented below:

measurement of lease liabilities:	2024		2023		2024		2023
Cash paid for amounts included in the	Three Months Ended June 30,				Nine Months Ended June 30,
measurement of lease liabilities:	2024		2023		2024		2023
Operating cash outflows from operating leases	$	33,605	$	—	$	33,605	$	—

June 30,

2024

Weighted-average discount rate – operating lease

13.5

Weighted-average remaining lease term – operating lease (in years)

7.3

As of June 30, 2024, the expected annual minimum lease payments of the Company’s operating lease liabilities were as follows:

For the Years Ended September 30,
2024	$	100,815
2025		339,411
2026		418,508
2027		428,971
2028		439,695
Thereafter		1,306,255
Total future minimum lease payments, undiscounted		3,033,655
Less: Imputed interest for leases in excess of one year		(1,062,864	)
Present value of future minimum lease payments		1,970,791
Less: Current portion of lease liabilities		(352,281	)
Total lease liabilities less current portion	$	1,618,510

NANO NUCLEAR ENERGY INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2024

(Unaudited)

SCHEDULE OF OTHER INFORMATION RELATED TO LEASES (Details) - USD ($)	3 Months Ended		9 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Right-of-use Asset And Lease Liability
Operating lease cost	$ 103,263		$ 131,632
Operating cash outflows from operating leases	$ 33,605		$ 33,605
Weighted-average discount rate	13.50%		13.50%
Weighted-average remaining lease term	7 years 3 months 18 days		7 years 3 months 18 days

Cover	9 Months Ended
Cover	Jun. 30, 2024
Entity Addresses [Line Items]
Document Type	S-1
Amendment Flag	false
Entity Registrant Name	NANO NUCLEAR ENERGY INC.
Entity Central Index Key	0001923891
Entity Tax Identification Number	88-0861977
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	10 Times Square
Entity Address, Address Line Two	30th Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10018
City Area Code	(212)
Local Phone Number	634-9206
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Business Contact [Member]
Entity Addresses [Line Items]
Entity Address, Address Line One	10 Times Square
Entity Address, Address Line Two	30th Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10018
City Area Code	(212)
Local Phone Number	634-9206
Contact Personnel Name	Nano Nuclear Energy Inc.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

9 Months Ended

12 Months Ended

Jun. 30, 2024

Sep. 30, 2023

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

Cash and Cash Equivalents

Cash and Cash Equivalents

NANO NUCLEAR ENERGY INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2024

(Unaudited)

Use of Estimates

Use of Estimates

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Fair Value Measurement

Fair Value Measurement

Level 1 – Quoted prices in active markets for identical instruments.

Level 3 – Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

Fair Value Measurement

Level 1 – Quoted prices in active markets for identical instruments.

Level 3 – Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

Concentration of Credit Risk

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash. The Company maintains its cash balances at a financial institution and such amounts exceeded federally insured limits at September 30, 2023 and 2022. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows.

Prepaid Expenses

Prepaid Expenses

Prepaid expenses primarily relate to payments made to consultants and vendors in advance of the service being provided.

Prepaid Expenses

Prepaid expenses primarily relate to payments made to consultants and vendors in advance of the service being provided.

Leases

Leases

NANO NUCLEAR ENERGY INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2024

(Unaudited)

Leases

Mezzanine Equity

Mezzanine Equity

The Company recognized a tranche of common shares as mezzanine equity since those common shares may be redeemed at the option of the holder, but is not mandatorily redeemable.

Equity-Based Compensation

Equity-Based Compensation

Equity-based compensation is measured using a fair value-based method for all equity-based awards. The cost of awarded equity instruments is recognized based on each instrument’s grant-date fair value over the period during which the award vests. Equity-based compensation is recorded as a general and administrative expense in the statements of operations.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Research and Development

Research and Development

Advertising Costs

Advertising Costs

Legal Contingencies

Legal Contingencies

Income Taxes

Income Taxes

NANO NUCLEAR ENERGY INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2024

(Unaudited)

Income Taxes

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets, including tax loss and credit carry forwards, and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is recorded when it is “more likely-than-not” that deferred tax assets will not be realized. On a regular basis, the Company evaluates the recoverability of deferred tax assets and the need for a valuation allowance. Such evaluations involve the application of significant judgment. The Company considers multiple factors in its evaluation of the need for a valuation allowance. The Company’s net deferred tax assets consist of assets related to net operating losses. The Company’s net operating losses and credits have an indefinite life for federal net operating losses (“NOLs”) generated through September 30, 2023. At September 30, 2023 and 2022, the Company has recorded a full valuation allowance on its deferred tax assets in the amount of approximately $1,971,000 and $281,000, respectively. The Company’s deferred tax assets consist primarily of net operating losses and research and development credits. The effective tax rate was 0.0% for both the year ended September 30, 2023 and for the period from February 8, 2022 (Inception) through September 30, 2022. The Company’s effective tax rate for the year ended September 30, 2023 and period ended September 30, 2022 differs from the federal statutory rate of 21% primarily due to a full valuation allowance against its net deferred tax assets where it is more likely than not that the deferred tax assets will not be realized.

Until an appropriate level of profitability is attained, the Company expects to maintain a full valuation allowance on its deferred tax assets. Any tax benefits or tax expense recorded on its consolidated statements of operations will be offset with a corresponding valuation allowance until such time that the Company changes its determination related to the realization of deferred tax assets. In the event that the Company changes its determination as to the amount of deferred tax assets that can be realized, the Company will adjust its valuation allowance with a corresponding impact to the provision for income taxes in the period in which such a determination is made. For uncertain tax positions that meet a “more likely-than-not” threshold, the Company recognizes the benefit of uncertain tax positions in the consolidated financial statements. The Company’s practice is to recognize interest and penalties, if any, related to uncertain tax positions in income tax expense in the consolidated statements of operations. The Company’s 2023 tax returns remain subject to examination by taxing jurisdictions. At September 30, 2023 and 2022, the Company does not believe it has any uncertain tax positions that would require either recognition or disclosure in the accompanying consolidated financial statements.

Net Loss per Share

Net Loss per Share

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Operating Segments

Operating Segments

Recent Accounting Pronouncements

Recent Accounting Pronouncements

Principles of Consolidation

Principles of Consolidation

SCHEDULE OF ALIP ACQUISITION (Details)	Jun. 21, 2024 USD ($)
Business Acquisition [Line Items]
Total purchase price	$ 1,670,000
ALIP Technology [Member]
Business Acquisition [Line Items]
Total purchase price	1,673,000
Cash (paid on closing)	50,000
Common shares (issued on closing)	786,500
Contingent cash	50,000
Contingent common shares (fair value at closing)	$ 786,500

Condensed Consolidated Statements of Changes in Mezzanine Equity and Stockholders' Equity - USD ($)	Temporary Equity [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Permanent Equity, Balance at Feb. 07, 2022
Mezzanine Equity, Balance at Feb. 07, 2022
Mezzanine Equity, Balance, shares at Feb. 07, 2022
Permanent Equity, Balance, shares at Feb. 07, 2022
Equity-based compensation		$ 68	389,932		390,000
Equity-based compensation, shares		675,000
Common stock issuances		$ 1,982	2,749,518		2,751,500
Common stock issuances, shares		19,826,500
Net loss				(1,031,824)	(1,031,824)
Permanent Equity, Balance at Sep. 30, 2022		$ 2,050	3,139,450	(1,031,824)	2,109,676
Mezzanine Equity, Balance at Sep. 30, 2022
Mezzanine Equity, Balance, shares at Sep. 30, 2022
Permanent Equity, Balance, shares at Sep. 30, 2022		20,501,500
Equity-based compensation		$ 9	2,114,005		$ 2,114,014
Equity-based compensation, shares		85,000
Common stock issuances		$ 260	3,765,109		3,765,369
Common stock issuances, shares	2,000,000	2,598,369
Net loss				(4,904,229)	(4,904,229)
Permanent Equity, Balance at Jun. 30, 2023		$ 2,319	9,018,564	(5,936,053)	3,084,830
Mezzanine Equity, Balance at Jun. 30, 2023	$ 5,000,000
Mezzanine Equity, Balance, shares at Jun. 30, 2023	2,000,000
Permanent Equity, Balance, shares at Jun. 30, 2023		23,184,869
Permanent Equity, Balance at Sep. 30, 2022		$ 2,050	3,139,450	(1,031,824)	2,109,676
Mezzanine Equity, Balance at Sep. 30, 2022
Mezzanine Equity, Balance, shares at Sep. 30, 2022
Permanent Equity, Balance, shares at Sep. 30, 2022		20,501,500
Equity-based compensation		$ 9	2,383,994		$ 2,384,003
Equity-based compensation, shares		85,000
Common stock issuances	$ 5,000,000	$ 260	3,765,109		3,765,369
Common stock issuances, shares	2,000,000	2,598,369
Net loss				(6,250,401)	(6,250,401)
Permanent Equity, Balance at Sep. 30, 2023		$ 2,319	9,288,553	(7,282,225)	2,008,647
Mezzanine Equity, Balance at Sep. 30, 2023	$ 5,000,000				$ 5,000,000
Mezzanine Equity, Balance, shares at Sep. 30, 2023	2,000,000				2,000,000
Permanent Equity, Balance, shares at Sep. 30, 2023		23,184,869
Permanent Equity, Balance at Mar. 31, 2023		$ 2,241	5,629,112	(3,236,403)	$ 2,394,950
Mezzanine Equity, Balance at Mar. 31, 2023	$ 5,000,000
Mezzanine Equity, Balance, shares at Mar. 31, 2023	2,000,000
Permanent Equity, Balance, shares at Mar. 31, 2023		22,406,869
Equity-based compensation			1,444,530		1,444,530
Common stock issuances		$ 78	1,944,922		1,945,000
Common stock issuances, shares		778,000
Net loss				(2,699,650)	(2,699,650)
Permanent Equity, Balance at Jun. 30, 2023		$ 2,319	9,018,564	(5,936,053)	3,084,830
Mezzanine Equity, Balance at Jun. 30, 2023	$ 5,000,000
Mezzanine Equity, Balance, shares at Jun. 30, 2023	2,000,000
Permanent Equity, Balance, shares at Jun. 30, 2023		23,184,869
Permanent Equity, Balance at Sep. 30, 2023		$ 2,319	9,288,553	(7,282,225)	2,008,647
Mezzanine Equity, Balance at Sep. 30, 2023	$ 5,000,000				$ 5,000,000
Mezzanine Equity, Balance, shares at Sep. 30, 2023	2,000,000				2,000,000
Permanent Equity, Balance, shares at Sep. 30, 2023		23,184,869
Mezzanine equity conversion		$ 200	4,999,800		$ 5,000,000
Mezzanine equity conversion, shares		2,000,000
Temporary Equity, Mezzanine equity conversion	$ (5,000,000)
Temporary Equity, Mezzanine equity conversion, shares	(2,000,000)
Equity-based compensation			152,457		152,457
Common stock issuances	$ 5,000,000	$ 376	14,253,561		14,253,937
Common stock issuances, shares		3,769,019
Offering costs			(1,538,405)		(1,538,405)
Acquisition common stock issuances		$ 5	786,495		786,500
Acquisition common stock issuances, shares		50,000
Net loss				(7,659,820)	(7,659,820)
Permanent Equity, Balance at Jun. 30, 2024		$ 2,900	27,942,461	(14,942,045)	13,003,316
Mezzanine Equity, Balance at Jun. 30, 2024
Mezzanine Equity, Balance, shares at Jun. 30, 2024					0
Permanent Equity, Balance, shares at Jun. 30, 2024		29,003,888
Permanent Equity, Balance at Mar. 31, 2024		$ 2,601	16,907,165	(10,273,798)	$ 6,635,968
Mezzanine Equity, Balance at Mar. 31, 2024
Mezzanine Equity, Balance, shares at Mar. 31, 2024
Permanent Equity, Balance, shares at Mar. 31, 2024		26,007,013
Common stock issuances		$ 294	11,787,206		11,787,500
Common stock issuances, shares		2,946,875
Offering costs			(1,538,405)		(1,538,405)
Acquisition common stock issuances		$ 5	786,495		786,500
Acquisition common stock issuances, shares		50,000
Net loss				(4,668,247)	(4,668,247)
Permanent Equity, Balance at Jun. 30, 2024		$ 2,900	$ 27,942,461	$ (14,942,045)	13,003,316
Mezzanine Equity, Balance at Jun. 30, 2024
Mezzanine Equity, Balance, shares at Jun. 30, 2024					0
Permanent Equity, Balance, shares at Jun. 30, 2024		29,003,888

SCHEDULE OF CUMULATIVE OPTION ACTIVITY (Details) - USD ($) $ / shares in Units, $ in Thousands	8 Months Ended	9 Months Ended	12 Months Ended
	Sep. 30, 2022	Jun. 30, 2024	Sep. 30, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares, outstanding, beginning balance		4,007,000
Weighted average exercise price per share, outstanding, beginning balance		$ 2.23
Weighted average contractual term (in years), outstanding		2 years 6 months 14 days	2 years 6 months 14 days
Aggregate intrinsic value, outstanding, beginning		$ 2,004
Number of shares, granted		125,000
Weighted average exercise price per share, granted		$ 3.00
Weighted average contractual term (in years), granted		2 years 11 months 15 days
Aggregate intrinsic value, granted		$ 152,000
Number of shares, outstanding, ending balance		4,132,000	4,007,000
Weighted average exercise price per share, outstanding, ending balance		$ 2.23	$ 2.23
Aggregate intrinsic value, outstanding, beginning		$ 2,156	$ 2,004
Number of shares, outstanding, Vested		125,000	4,007,000
Weighted average exercise price per share, vested		$ 3.00	$ 2.23
Weighted average contractual term (in years), Vested during the period	3 years		2 years 11 months 15 days
Aggregate intrinsic value, Vested during the period		$ 152	$ 2,004
Number of shares, outstanding, Vested at end of period	4,007,000		125,000
Weighted average exercise price per share, Vested at end of period	$ 2.23		$ 3.00
Aggregate intrinsic value, Vested at end of period	$ 2,004		$ 152
Number of shares, outstanding , Exercisable at the end of period		4,132,000	4,007,000
Weighted average exercise price per share, Exercisable at the end of period		$ 2.26	$ 2.23
Weighted average contractual term (in years), Exercisable at the end of period		2 years 25 days	2 years 6 months 14 days
Aggregate intrinsic value, Exercisable at the end of period		$ 2,156	$ 2,004
Number of shares, outstanding, vested			4,007,000
Weighted average exercise price per share, vested			$ 2.23
Weighted average contractual term (in years), Vested at end of period			2 years 6 months 14 days
Aggregate intrinsic value, Vested at end of period			$ 2,004
Expired on February 10, 2026 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares, granted			2,050,000
Weighted average exercise price per share, granted			$ 1.50
Weighted average contractual term (in years), granted			3 years
Aggregate intrinsic value, granted			$ 1,025,000
Expired on June 7, 2026 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares, granted			1,650,000
Weighted average exercise price per share, granted			$ 3.00
Weighted average contractual term (in years), granted			3 years
Aggregate intrinsic value, granted			$ 825,000
Expired on August 30, 2026 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares, granted			307,000
Weighted average exercise price per share, granted			$ 3.00
Weighted average contractual term (in years), granted			3 years
Aggregate intrinsic value, granted			$ 154,000