0001493152-26-037345 | 10-Q | XBRL Viewer

PROPERTY, PLANT AND EQUIPMENT (Tables)

9 Months Ended

Jun. 30, 2026

Property, Plant, and Equipment [Abstract]

SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT

	June 30, 2026			September 30, 2025
	Land, buildings and leasehold improvements			Land, buildings and leasehold improvements
Cost
Beginning of period	$	10,149,332		$	1,700,000
Additions – land		892,587			330,000
Additions – building		4,728,236			4,000,234
Additions – leasehold improvements		-			3,103,000
Additions – construction in progress		4,206,686			1,016,098
Assets acquired in business acquisition		85,015			-
End of period		20,061,856			10,149,332

Accumulated depreciation
Beginning of period		(365,555	)		(10,393	)
Depreciation of building		(307,788	)		(133,975	)
Depreciation of leasehold improvements		(410,775	)		(221,187	)
Depreciation of assets acquired in business combination		(2,437	)		-
End of period		(1,086,555	)		(365,555	)

Total property, plant and equipment, net	$	18,975,301		$	9,783,777

Pay vs Performance Disclosure - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
Pay vs Performance Disclosure - USD ($)	Jun. 30, 2026	Jun. 30, 2025	Jun. 30, 2026	Jun. 30, 2025	Sep. 30, 2025
Pay vs Performance Disclosure [Table]
Net Income (Loss)	$ (10,104,135)	$ (7,594,583)	$ (25,800,580)	$ (32,016,666)	$ (40,067,076)

- Definition

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

+ References

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+ Details

STS BUSINESS ACQUISITION (Details Narrative) - USD ($)		1 Months Ended	3 Months Ended		9 Months Ended		12 Months Ended
STS BUSINESS ACQUISITION (Details Narrative) - USD ($)	May 22, 2026	Jun. 30, 2026	Jun. 30, 2026	Jun. 30, 2025	Jun. 30, 2026	Jun. 30, 2025	Sep. 30, 2025
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Payment made for consideration	$ 13,000,000.0				$ 5,776,308
Cash consideration amount	6,000,000.0
Decrease in cash consideration	500,000
Restricted shares of common stock	1,000,000.0
Common stock payable installment amount	$ 6,000,000.0
Shares issued	10,364,476
Cash acquired	$ 2,000,000.0
Goodwill		$ 4,240,900	$ 4,240,900		4,240,900
Revenues		214,000
Net loss			$ (10,104,135)	$ (7,594,583)	$ (25,800,580)	$ (32,016,666)	$ (40,067,076)
STS Acquisition [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Net loss		$ 94,000
First Installment [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Common stock payable installment amount	1,400,000
Second Installment [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Common stock payable installment amount	1,400,000
Third Installment [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Common stock payable installment amount	1,400,000
Fourth Installment [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Common stock payable installment amount	1,400,000
Fifth Installment [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Common stock payable installment amount	$ 400,000

SCHEDULE OF CUMULATIVE OPTION ACTIVITY (Details) - USD ($) $ / shares in Units, $ in Thousands	9 Months Ended	12 Months Ended
	Jun. 30, 2026	Sep. 30, 2025
Equity [Abstract]
Number of shares, outstanding, beginning	3,774,000	3,539,000
Weighted average exercise price per share, outstanding, beginning	$ 10.31	$ 2.34
Weighted average contractual term, outstanding	6 years 9 months 29 days	1 year 7 months 2 days
Aggregate intrinsic value, outstanding, beginning	$ 106,626	$ 42,720
Number of shares, granted	632,698	1,184,300
Weighted average exercise price per share, granted		$ 28.01
Aggregate intrinsic value, granted
Number of shares, forfeited	(281,000)	(5,300)
Weighted average exercise price per share, forfeited	$ 26.97	$ 28.32
Aggregate intrinsic value, forfeited
Number of shares, exercised	(2,140,000)	(944,000)
Weighted average exercise price per share, exercised	$ 2.17	$ 2.55
Aggregate intrinsic value, exercised
Weighted average contractual term, outstanding	3 years 3 months
Number of shares, expired	(250,000)
Weighted average exercise price per share, expired	$ 2.43
Aggregate intrinsic value, expired
Number of shares, outstanding, ending	1,103,000	3,774,000
Weighted average exercise price per share, outstanding, ending	$ 23.63	$ 10.31
Aggregate intrinsic value, outstanding, ending	$ 3,719	$ 106,626
Number of shares, exercisable ending	1,103,000
Weighted average exercise price per share, exercisable at the end of period	$ 23.63
Weighted average contractual term, exercisable at the end of period	6 years 9 months 29 days
Aggregate intrinsic value, exercisable at the end of period	$ 3,719

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Jun. 30, 2026	Jun. 30, 2025	Jun. 30, 2026	Jun. 30, 2025	Sep. 30, 2025
Product Information [Line Items]
Cash and cash equivalents	$ 298,471,607		$ 298,471,607		$ 203,265,052
Investments	2,000,000.0		2,000,000.0		$ 2,000,000.0
Impairment on investments in equity			0
Advertising costs	144,000	$ 130,000	$ 249,000	$ 360,000
Three Customers [Member] \| Accounts Receivable [Member] \| Customer Concentration Risk [Member]
Product Information [Line Items]
Concentration risk, percentage			91.00%
US Treasury Securities [Member]
Product Information [Line Items]
Cash and cash equivalents	$ 226,200,000		$ 226,200,000

SCHEDULE OF CARRYING AMOUNT OF INTANGIBLE ASSETS (Details) - USD ($)	Jun. 30, 2026	Sep. 30, 2025
Intangible Asset, Finite-Lived [Line Items]
Gross carrying amount	$ 5,600,000
Accumulated amortization	(53,851)
Net carrying amount	$ 5,546,149
Customer Relationships [Member]
Intangible Asset, Finite-Lived [Line Items]
Finite lived intangible asset useful live	16 years
Gross carrying amount	$ 4,470,000
Accumulated amortization	(29,769)
Net carrying amount	$ 4,440,231
Trade Names [Member]
Intangible Asset, Finite-Lived [Line Items]
Finite lived intangible asset useful live	5 years
Gross carrying amount	$ 1,130,000
Accumulated amortization	(24,082)
Net carrying amount	$ 1,105,918

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

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+ Details

ORGANIZATION AND OPERATIONS AND BASIS OF PRESENTATION

9 Months Ended

Jun. 30, 2026

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”, the “Company”, “we”, “us”, “our” and similar terminology) 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 a nuclear energy and technology company, developing smaller, simpler, and safer advanced reactors utilizing proprietary microreactor designs, intellectual property and research methods.

With the goal of vertical integration across key aspects of the nuclear fuel supply chain, the Company is principally focused on the following four business lines as part of its development strategy:

	●	*Nuclear Reactor Business*. The Company is developing the next generation of advanced nuclear microreactors, with its current principal allocation of time and capital resources directed toward the development of the KRONOS MMR™ Energy System. This high technology readiness (“TRL”) level, high-temperature gas-cooled reactor (“HTGR”), Tristructural-Isotropic (“TRISO”) fueled reactor is designed for both small- and large-scale operations, optimizing between size and output to allow for modularity and easier mass manufacturing, and efficient scalable energy generation. On April 2, 2026, the Company announced the formal submission of the Construction Permit Application (“CPA”) by The Grainger College of Engineering at The University of Illinois at Urbana- Champaign (“UIUC”), the Company’s partner for the KRONOS MMR^™ Energy System deployment at the UIUC, to the U.S. Nuclear Regulatory Commission (“NRC”), which was formally accepted for review on May 18, 2026. On June 25, 2026, the Company further announced the continued progress in the NRC’s formal review of the CPA for the deployment of the Company’s KRONOS MMR™ Energy System at the UIUC. The Company also intends, subject to applicable approvals and arrangements, to supply power generated by the KRONOS MMR™ reactor to the UIUC grid. The reactor is expected to be a full-scale system – analogous to the commercial KRONOS MMR™ reactor the Company intends to sell and deploy after receiving an operating license. The UIUC project also serves as the reactor which the NRC will be evaluating as part of its licensing process for the entire system under the Part 50 licensing rules and regulations. Subject to the NRC review timeline, completion of required safety and environmental reviews, construction activities, and successful commissioning, we expect the KRONOS MMR™ to achieve initial operation or research availability around 2030. The KRONOS MMR™ reactor is currently under development and is subject to applicable licensing processes required for its potential commercialization as a power-producing product. Until the reactor is fully developed and required approvals are obtained, our development activities are focused on technology demonstration, fuel qualification, and design validation. The Company’s current portfolio of reactors also includes the LOKI MMR™ reactor, a portable nuclear reactor designed for versatility in application and deployment, and particularly utilized for space applications, which is also a HTGR utilizing TRISO fuel, and ZEUS™ reactor, a portable modular solid core battery reactor ideal for military applications. Given that the Company put its corporate emphasis on the KRONOS MMR™ reactor as its lead project, and the fact that all of the Company’s reactor designs, except for the ODIN™ reactor, are within the high-temperature gas-cooled reactor family, in March 2026, the Company signed a definitive asset purchase agreement, as amended in June 2026, with Cambridge Atomworks (2024) Limited, a United Kingdom based advanced reactor developer who is already developing the ODIN™ technology for the Company on an outsourced consulting basis, for the sale of its ODIN™ microreactor design and all associated intellectual property to Cambridge Atomworks (2024) Limited. The closing is expected to occur on or before November 30, 2026. As of the date of this Report, the sale of the ODIN assets remains pending. Through the collaboration of our world-renowned nuclear scientists and engineers, the U.S. national nuclear laboratories, and government support, we believe our reactors will have the potential to impact the global energy landscape. Our goal is to commercially launch these products in the 2030s, and we are aiming to commercially launch the KRONOS MMR™ Energy System first in the early 2030s as we are currently dedicating a substantial majority of time and resources to such project. There can be no assurance that we will attain our construction, licensing and commercialization goals for our microreactors as currently anticipated.

	●	Fuel Supply Chain Business. Through its subsidiary, HALEU Energy Fuel Inc., the Company is also seeking to develop a low-enriched uranium (“LEU”) and high-assay low-enriched uranium (“HALEU”) fuel supply chain to supply fuel not only for its own reactors but also to the broader advanced nuclear reactor industry. In December 2024, the Company announced that LIS Technologies Inc., a related party through common ownership and management (“LIST”) (see Note 12), and the Company, were selected by the DOE to participate as one of six contract awardees in the DOE’s LEU Enrichment Acquisition Program. Under the contract awarded to LIST, LIST was selected as the prime contractor, with the Company as the key subcontractor bringing the Company’s technical and regulatory expertise in advanced nuclear solutions to the collaboration. The Company is also evaluating ways to participate in other key aspects of the nuclear fuel supply chain through commercial agreements or acquisitions to achieve its goal of vertical integration across key aspects of the nuclear fuel cycle. The Company has recently submitted a private proposal to Dioxitek S.A., an Argentinian state-owned nuclear fuel cycle and uranium dioxide production company and the country’s only feedstock manufacturer for nuclear fuel fabrication (“Dioxitek”), relating to the potential joint development by the parties of a natural uranium hexafluoride (UF₆) production facility on Dioxitek’s existing infrastructure in Argentina. This development arises from a previously announced Memorandum of Understanding between the Company and Dioxitek, executed in August 2025, which established a non-binding framework to assess the current capacities of natural uranium conversion and supporting infrastructure in Argentina. The submission of the proposal by the Company reflects the outcome of this collaborative work, and the preparation and submission of the proposal represents the Company’s next step towards the potential development of UF₆ production capacity. Based on the Company’s active engagement regarding potential acquisitions or partnerships, the Company anticipates launching its fuel supply chain business in late 2026 or early 2027, which is dependent on the Company’s success in consummating such transactions. As of the date of this Report, the Company has not yet entered into any definitive agreement for commercially launching its fuel supply chain business. There can be no assurance that the Company will proceed with the launch as currently anticipated.

	●	Fuel Transportation Business. Through its subsidiary, Advanced Fuel Transportation Inc., a Nevada corporation (“AFT”), the Company is developing a high-capacity HALEU transportation product, capable of moving commercial quantities of HALEU fuel, which is expected to be integrated into its fuel transportation business. The Company’s transportation business will build on existing work completed at the Idaho National Laboratory (“INL”), Oak Ridge National Laboratory (“ORNL”) and Pacific Northwest National Laboratory (“PNNL”), the world’s premier U.S.-backed nuclear research facilities. Commercial launch of this business has been dependent on our progress in acquiring assets and businesses within the nuclear transport industry to provide our company with the capabilities to internally move the materials, reactors, and fuels inherent within a reactor deployment operation. On May 22, 2026 (the “STS Acquisition Date”), the Company and AFT entered into a Membership Interest Purchase Agreement with Roy A. Boyd II, Onium Capital, LLC, a Georgia limited liability company (“Onium” and together with Mr. Boyd, the “Sellers”), and Secured Transportation Services LLC, a Delaware limited liability company (“STS”), pursuant to which the Sellers agreed to sell to AFT and AFT agreed to purchase from the Sellers 100% of the issued and outstanding membership interests of STS (the “STS Acquisition”). The closing of the STS Acquisition occurred on the STS Acquisition Date. By integrating STS’s revenue generating business into its operations, the Company believes that it took a decisive step toward becoming a leader in the next generation of nuclear energy infrastructure, with capabilities designed to support reactor deployment and the broader ecosystem required to enable commercialization at scale. The STS Acquisition also represents a significant strategic milestone in the Company’s evolution into a vertically integrated nuclear energy company by adding one of the most important and challenging elements of the nuclear fuel cycle: the capability to plan, coordinate, license, secure and execute nuclear materials transportation and related deployment activities. The Company is actively evaluating the potential acquisition of a second existing, revenue-generating business focused on the transportation of nuclear fuel and nuclear waste that could provide internal and external capabilities to support future nuclear fuel logistics requirements for the Company and third parties. However, there can be no assurance that the Company will proceed with any such acquisition as currently anticipated.

NANO NUCLEAR ENERGY INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2026

1. ORGANIZATION AND OPERATIONS AND BASIS OF PRESENTATION (Continued)

●

Nuclear Consultation and Technical Services. The Company also sees an opportunity to provide nuclear technical support and consultation services for the resurgent and expanding nuclear energy industry in the future, primarily by acquiring businesses whose technical expertise will provide internal capabilities necessary to support the Company in developing and deploying its reactors or advancing its fuel supply chain business. Regulatory approval is not required to provide such services. As of the date of this Report, the Company has not yet formally launched its nuclear consultation business, although the Company generated a small amount of revenue from providing such services in its current and prior fiscal year. The timing and formal launch of this business, should the Company elect to proceed, will depend on the Company’s ability to identify and complete its evaluation of potential acquisition targets and to consummate one or more such acquisitions, as well as the satisfaction of applicable conditions.

These unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned legal subsidiaries, American Uranium Inc., HALEU Energy Fuel Inc., AFT, Nano Nuclear Space Inc., KRONOS MMR Inc., LOKI MMR Inc., True North Nuclear Ltd. and STS. Each of these subsidiaries is a Nevada corporation except for True North Nuclear Ltd., a Canadian corporation and STS, a Delaware limited liability company.

Unless the context specifically indicates otherwise, as used herein, the terms “Common Stock” or “common stock” refer to the Company’s common stock, $0.0001 par value per share.

Liquidity

These unaudited condensed 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 June 30, 2026, the Company had working capital of $577,897,280 and accumulated deficit of $83,301,437. For the nine months ended June 30, 2026, the Company had net loss of $25,800,580, and negative cash flows from operations of $18,664,484. At September 30, 2025, the Company had working capital of $200,841,189 and accumulated deficit of $57,500,857. For the year ended September 30, 2025, the Company had net loss of $40,067,076, and negative cash flows from operations of $19,621,963. The ability of the Company to continue as a going concern is dependent on the Company’s ability to secure financing from capital markets or other sources, including investors, loans, 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 become due at least for the next twelve months after the date the unaudited condensed consolidated financial statements are issued to conform to the going concern uncertainty period. During the nine months ended June 30, 2026, the Company received approximately $2.5 million from exercises of warrants, $4.7 million from exercises of stock options, and net proceeds of approximately $404 million from the Company’s private placement offering and ATM Program (as defined below), net of offering costs. 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 in the future.

Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited) - USD ($)	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	AOCI Attributable to Parent [Member]	Total
Balance at Sep. 30, 2024	$ 3,072	$ 49,038,165	$ (17,433,781)		$ 31,607,456
Balance, shares at Sep. 30, 2024	30,715,663
Common stock issuances	$ 883	206,399,132			206,400,015
Common stock issuances, shares	8,824,183
Offering costs		(15,076,556)			(15,076,556)
Exercise of stock options	$ 91	2,284,409			2,284,500
Exercise of stock options, shares	904,000
Equity-based compensation		17,454,842			17,454,842
Net loss			(32,016,666)		(32,016,666)
Exercise of warrants	$ 108	15,657,079			15,657,187
Exercise of warrants, shares	1,094,477
Balance at Jun. 30, 2025	$ 4,154	275,757,071	(49,450,447)		226,310,778
Balance, shares at Jun. 30, 2025	41,538,323
Balance at Sep. 30, 2024	$ 3,072	49,038,165	(17,433,781)		$ 31,607,456
Balance, shares at Sep. 30, 2024	30,715,663
Exercise of stock options, shares					944,000
Net loss					$ (40,067,076)
Balance at Sep. 30, 2025	$ 4,173	280,065,412	(57,500,857)		222,568,728
Balance, shares at Sep. 30, 2025	41,738,358
Balance at Mar. 31, 2025	$ 3,727	173,878,627	(41,855,864)		132,026,490
Balance, shares at Mar. 31, 2025	37,264,931
Common stock issuances	$ 389	104,999,614			105,000,003
Common stock issuances, shares	3,888,889
Offering costs		(6,017,700)			(6,017,700)
Exercise of stock options	$ 27	647,973			648,000
Exercise of stock options, shares	266,000
Equity-based compensation		978,789			978,789
Net loss			(7,594,583)		(7,594,583)
Exercise of warrants	$ 11	1,269,768			1,269,779
Exercise of warrants, shares	118,503
Balance at Jun. 30, 2025	$ 4,154	275,757,071	(49,450,447)		226,310,778
Balance, shares at Jun. 30, 2025	41,538,323
Balance at Sep. 30, 2025	$ 4,173	280,065,412	(57,500,857)		222,568,728
Balance, shares at Sep. 30, 2025	41,738,358
Common stock issuances	$ 950	426,749,083			426,750,033
Common stock issuances, shares	9,490,767
Offering costs		(22,674,963)			(22,674,963)
STS Acquisition	$ 4	1,031,266			1,031,270
STS Acquisition, shares	38,580
Exercise of stock options	$ 216	4,649,784			$ 4,650,000
Exercise of stock options, shares	2,140,000				2,140,000
Equity-based compensation	$ 13	7,026,923			$ 7,026,936
Equity-based compensation, shares	148,772
Net loss			(25,800,580)		(25,800,580)
Other comprehensive income (loss)				5,543	5,543
Exercise of warrants	$ 14	2,473,534			2,473,548
Exercise of warrants, shares	141,669
Balance at Jun. 30, 2026	$ 5,370	699,321,039	(83,301,437)	5,543	616,030,515
Balance, shares at Jun. 30, 2026	53,698,146
Balance at Mar. 31, 2026	$ 5,208	669,086,072	(73,197,302)	(4,790)	595,889,188
Balance, shares at Mar. 31, 2026	52,083,294
Common stock issuances	$ 100	26,749,900			26,750,000
Common stock issuances, shares	1,000,000
Offering costs		(1,154,250)			(1,154,250)
STS Acquisition	$ 4	1,031,266			1,031,270
STS Acquisition, shares	38,580
Exercise of stock options	$ 45	1,334,955			1,335,000
Exercise of stock options, shares	445,000
Equity-based compensation	$ 13	2,273,096			2,273,109
Equity-based compensation, shares	131,272
Net loss			(10,104,135)		(10,104,135)
Other comprehensive income (loss)				10,333	10,333
Balance at Jun. 30, 2026	$ 5,370	$ 699,321,039	$ (83,301,437)	$ 5,543	$ 616,030,515
Balance, shares at Jun. 30, 2026	53,698,146

USNC ASSET ACQUISITION

9 Months Ended

Jun. 30, 2026

Usnc Asset Acquisition

USNC ASSET ACQUISITION

10. USNC ASSET ACQUISITION

On December 18, 2024, the Company entered into an asset purchase agreement (as amended, the “USNC Agreement”) with Ultra Safe Nuclear Corporation and certain of its subsidiaries (collectively, “USNC”) to acquire select nuclear energy technology assets (the “USNC Assets”) on an as-is, where-is basis, including USNC’s micro modular nuclear reactor business previously marketed as a MMR® Microreactor Energy System, which the Company has renamed “KRONOS MMR^TM” (“KRONOS Business”), and transportable fission power system technology business previously marketed as a Pylon Transportable Reactor Platform, which the Company has renamed “LOKI MMR^TM” (“LOKI Business”). The acquired assets included certain contracts, intellectual property rights, and a demonstration project, free and clear of any liens other than certain specified liabilities of USNC that were assumed, for a total purchase price of $8.5 million in cash through an auction process (“Auction”) conducted pursuant to Section 363 of the U.S. Bankruptcy Code in connection with USNC’s pending Chapter 11 bankruptcy proceedings. On December 18, 2024, the United States Bankruptcy Court for the District of Delaware, the Bankruptcy Court overseeing USNC’s bankruptcy held a hearing where it approved the sale of the USNC Assets to the Company.

NANO NUCLEAR ENERGY INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2026

On January 10, 2025, the Company closed the acquisition (the “USNC Closing”) of the USNC Assets related to the KRONOS Business and the LOKI Business from USNC. The USNC Assets were acquired free and clear of any liens other than certain specified liabilities of USNC that were assumed, for a total purchase price of $8.5 million in cash through an auction conducted pursuant to Section 363 of the U.S. Bankruptcy Code in connection with USNC’s pending Chapter 11 bankruptcy proceedings. The USNC Assets included (i) five contracts with third-party collaborators, (ii) 38 issued, pending or published patents, 16 registered, pending or published trademarks, and any other technology and intellectual property related to the acquired assets, (iii) rights related to a demonstration project related to the KRONOS MMR™ Energy System in the United States and (iv) the business records of the USNC Assets and related rights. The Company acquired these assets through two new wholly owned subsidiaries incorporated in Nevada.

The USNC Assets also included certain Canadian assets relating to both the KRONOS MMR™ Energy System and certain Canadian intellectual property rights relating to the LOKI MMR™ (the “Canadian Assets”). The Canadian Assets include, among other assets, (i) three contracts with Canadian authorities, including a license application (the “Chalk River License Application”) with the Canadian Nuclear Safety Commission (“CNSC”) associated with a KRONOS MMR^TM reactor demonstration project at Chalk River Laboratories located in Ontario, Canada (the “Chalk River Project”), (ii) the equity interests of a Canadian partnership that was believed at the time to hold the Chalk River License Application (the “Canadian Partnership”), and (iii) rights related to the Chalk River Project. The transfer of the Chalk River License Application and certain other of the Canadian Assets (such assets, the “Consent Assets”) required the consent of certain Canadian governmental entities, including the CNSC (the “Canadian Consents”). The Company established an escrow of $250,000 deposited at the closing securing the Canadian Consents. If the Canadian Consents were not received within 90 days after the closing, the Company had the right to terminate the acquisition of the Consent Assets, receive the return of $250,000 held in escrow and forfeit its rights to the Consent Assets. The Company’s right to acquire the Consent Assets was established pursuant to an option arrangement with the Company’s Chairman and President and his affiliated entities as described below.

To enable the Company’s ability to continue diligence of the Consent Assets to ensure the Company acquired the correct assets and did not assume or become exposed to any unknown liabilities, on the closing date of the USNC Asset acquisition, the Company assigned its rights to acquire the Consent Assets to Jay Jiang Yu, the Company’s founder, President, Secretary and Treasurer, and Chairman of the Board, and certain existing Canadian entities owned or controlled by Mr. Yu (the “Yu Entities”). Accordingly, on January 10, 2025, the Company entered into an option agreement (“Yu Option Agreement”) with Mr. Yu and Yu Entities, pursuant to which the Company received an option back from Mr. Yu and the Yu Entities to acquire for nominal consideration, for a period of five years beginning with the receipt by the Yu Entities of the Consent Assets upon receiving the Canadian Consents, any or all of the equity interests of the Yu Entities or the Canadian Partnership, the other Consent Assets or the material assets and business of the Canadian Partnership. The assignment of the right to acquire the Consent Assets and the Yu Option Agreement were unanimously approved by the Company’s disinterested directors.

During 2025, the Company sought the Canadian Consents for the Consent Assets (most notably, the Chalk River License Application). As part of continuing due diligence, the Company learned that a USNC affiliate called Global First Power Ltd. (“GFPL”), and not the Canadian Partnership, was in fact the holder of the Chalk River License Application. Further, the Company was informed by the CNSC that the Chalk River License Application could not be transferred and that only GFPL itself could complete the Chalk River License Application and obtain the license for the Chalk River Project or, alternatively, we or our subsidiaries or designees would need to file a new application with the CNSC. Accordingly, the Company determined that the most efficient course of action for the Company to continue the Chalk River Project would be for the Company to acquire GFPL itself and thereby acquire the Chalk River License Application. As a result, on August 14, 2025, The RPWI Liquidating Trust, a Delaware liquidating trust created pursuant to USNC’s plan of liquidation in bankruptcy, GFPL, the Company and its subsidiary KRONOS MMR Inc. entered into a Purchase Agreement (the “GFPL Purchase Agreement”) pursuant to which KRONOS MMR agreed to purchase all of the equity interests of GFPL and any other assets of GFPL that are specified in the GFPL Purchase Agreement (including the rights to the Chalk River License Application), free and clear of all liens, claims, encumbrances and other interests. The purchase price for GFPL was the Company’s assumption of an approximately CAD $0.65 million liability, which was the amount owed by GFPL to the CNSC for pre-petition bankruptcy claims, plus any other amounts payable to CNSC for the Chalk River License Application which first arise and relate to, or become due and payable in the ordinary course after the closing of such acquisition, plus a $15,000 expense reimbursement allowance. On September 2, 2025, the GFPL Purchase Agreement and the transactions contemplated thereby were approved by the Bankruptcy Court, and on October 16, 2025, such transaction was closed. The Company currently expects to pay the CAD $0.65 million assumed liability using cash on hand later in 2026.

NANO NUCLEAR ENERGY INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2026

As a result of the foregoing, neither the Yu Entities nor the Company acquired the Consent Assets, and given subsequent due diligence and consultations with CNSC during 2025 following our acquisition of the USNC Assets, the Company determined that (i) its acquisition of GFPL provides the Company with all of the rights and assets required from USNC to progress the Chalk River Project, (ii) the Consent Assets subject to the Yu Option Agreement are immaterial and need not be acquired. Accordingly, on March 5, 2026, the Yu Option Agreement was terminated. Moreover, given that the Canadian Consents were not achieved on a timely basis, in mid-December 2025, the Company made a written request for the return of the $250,000 escrow amount and abandoned its right to acquire the Consent Assets. As of the date of this Report, the $250,000 escrow funds have been returned to the Company.

In late October 2025, the Company rebranded GFPL to the name True North Nuclear.

The total consideration paid at closing for the USNC Assets was $8.5 million in cash. The Company accounted for the transaction as an asset acquisition under ASC 805-50, “Business Combinations – Asset Acquisition”, as the acquired set of assets did not meet the definition of a business. The fair value of the identifiable assets was determined using the Historical Transaction Method under the Market Approach.

The fair value allocation of the consideration transferred is as follows:

SCHEDULE OF ALLOCATION OF CONSIDERATION

	Total
Cash consideration paid	$	8,500,000
Less: Value of Consent Assets (subject to Canadian Consents) held in escrow		(250,000	)
Add: Assumed liabilities related to Designated Contracts (excluding Canadian Contracts)		825,045
Total fair value of Acquired IPR&D Assets	$	9,075,045

The fair value was attributed to IPR&D assets associated with both the KRONOS Business and the LOKI Business. The acquired IPR&D assets are considered an indefinite-lived intangible asset and will not be amortized until the underlying technologies are placed into service. The Company will test the assets for impairment annually, or more frequently if events or changes in circumstances indicate potential impairment.

SCHEDULE OF EXPECTED ANNUAL MINIMUM LEASE PAYMENTS (Details) - USD ($)	Jun. 30, 2026	Sep. 30, 2025
Right-of-use Assets And Lease Liabilities
2026	$ 183,760
2027	744,256
2028	762,609
2029	782,196
Thereafter	1,169,792
Total future minimum lease payments, undiscounted	3,642,613
Less: Imputed interest for leases in excess of one year	(804,805)
Present value of future minimum lease payments	2,837,808
Less: Current portion of lease liabilities	(636,871)	$ (534,128)
Total lease liabilities, less current portion	$ 2,200,937	$ 2,261,414

ORGANIZATION AND OPERATIONS AND BASIS OF PRESENTATION (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
	Jun. 30, 2026	Jun. 30, 2025	Jun. 30, 2026	Jun. 30, 2025	Sep. 30, 2025
Subsidiary, Sale of Stock [Line Items]
Common stock, par value	$ 0.0001		$ 0.0001		$ 0.0001
Working capital	$ 577,897,280		$ 577,897,280		$ 200,841,189
Accumulated deficit	83,301,437		83,301,437		57,500,857
Net loss	(10,104,135)	$ (7,594,583)	(25,800,580)	$ (32,016,666)	(40,067,076)
Cash flows from operations			18,664,484	14,713,509	$ 19,621,963
Proceeds from exercises of warrants			2,473,548	15,657,187
Proceeds from exercises of stock options			4,650,000	$ 2,284,500
Net proceeds from private placement offering	$ 26,750,000		26,750,000
Private Placement [Member]
Subsidiary, Sale of Stock [Line Items]
Net proceeds from private placement offering			$ 404,000,000

RIGHT-OF-USE ASSETS AND LEASE LIABILITIES (Details Narrative)	9 Months Ended
	Jun. 30, 2026 USD ($)
Right-of-use Assets And Lease Liabilities
Operating lease liability	$ 330,154
Operating lease cost	$ 11,212

SCHEDULE OF PURCHASE CONSIDERATION (Details)	Jun. 30, 2026 USD ($)
Sts Business Acquisition
Cash	$ 5,957,082
Common stock	1,031,270
Consideration payable, net of discount	3,312,127
Total purchase consideration	$ 10,300,479

- Definition

Amount of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Excludes cash and cash equivalents within disposal group and discontinued operation.

+ References

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(1))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 230
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 4
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482740/230-10-45-4

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 230
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 8
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482913/230-10-50-8

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 942
-SubTopic 210
-Name Accounting Standards Codification
-Section S45
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477657/942-210-S45-1

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 942
-SubTopic 210
-Name Accounting Standards Codification
-Section S50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478478/942-210-S50-1

Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 942
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-03(1))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478546/942-210-S99-1

Reference 7: http://www.xbrl.org/2003/role/exampleRef
-Topic 944
-SubTopic 605
-Name Accounting Standards Codification
-Section 55
-Paragraph 14
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477548/944-605-55-14

Reference 8: http://www.xbrl.org/2003/role/exampleRef
-Topic 944
-SubTopic 605
-Name Accounting Standards Codification
-Section 55
-Paragraph 11
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477548/944-605-55-11

Reference 9: http://www.xbrl.org/2003/role/exampleRef
-Topic 852
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481372/852-10-55-10

Reference 10: http://www.xbrl.org/2003/role/exampleRef
-Topic 946
-SubTopic 830
-Name Accounting Standards Codification
-Section 55
-Paragraph 12
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479168/946-830-55-12

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-03(a)(2))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478777/944-210-S99-1

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-04(4))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479170/946-210-S99-1

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 210
-Name Accounting Standards Codification
-Section 45
-Paragraph 21
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477796/946-210-45-21

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Section 45
-Paragraph 20
-SubTopic 210
-Topic 946
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477796/946-210-45-20

+ Details

USNC ASSET ACQUISITION (Details Narrative) $ in Thousands					9 Months Ended	12 Months Ended
USNC ASSET ACQUISITION (Details Narrative) $ in Thousands	Aug. 12, 2026 USD ($)	Aug. 14, 2025 CAD ($)	Jan. 10, 2025 USD ($)	Dec. 18, 2024 USD ($)	Jun. 30, 2026 USD ($)	Mar. 05, 2026 USD ($)	Aug. 14, 2025 USD ($)
Subsequent Event [Line Items]
Total purchase price		$ 650	$ 8,500,000	$ 8,500,000	$ 8,500,000
Escrow deposit				250,000
Held in escrow				$ 250,000
Reimbursement allowance							$ 15,000
Expect to pay assumed liability		$ 650
Escrow amount						$ 250,000
Subsequent Event [Member]
Subsequent Event [Line Items]
Escrow amount	$ 250,000

Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Jun. 30, 2026	Jun. 30, 2025	Jun. 30, 2026	Jun. 30, 2025
Income Statement [Abstract]
Revenue	$ 214,042		$ 214,042
Cost of revenue	(151,831)		(151,831)
Gross margin	62,211		62,211
General and administrative	11,860,371	5,324,260	27,336,285	23,516,008
Research and development	3,994,448	3,666,513	15,054,286	11,283,979
Change in fair value of contingent consideration	33,000	401,500	(871,000)	1,004,000
Loss from operations	(15,825,608)	(9,392,273)	(41,457,360)	(35,803,987)
Other income	5,373,727	1,797,690	15,336,389	3,787,321
Accretion of deferred consideration	(27,349)		(27,349)
Unrealized gain on marketable securities	375,095		195,225
Gain on settlement of accounts receivable			152,515
Net loss	(10,104,135)	(7,594,583)	(25,800,580)	(32,016,666)
Other comprehensive income (loss):
Cumulative translation adjustment	10,333		5,543
Comprehensive loss	$ (10,093,802)	$ (7,594,583)	$ (25,795,037)	$ (32,016,666)
Net loss per share of common stock:
Basic	$ (0.19)	$ (0.19)	$ (0.50)	$ (0.87)
Diluted	$ (0.19)	$ (0.19)	$ (0.50)	$ (0.87)
Weighted-average shares of common stock outstanding:
Basic	52,345,865	38,985,143	51,260,663	36,663,325
Diluted	52,345,865	38,985,143	51,260,663	36,663,325

SCHEDULE OF FUTURE AMORTIZATION EXPENSE OF INTANGIBLE ASSETS ACQUIRED (Details)	Jun. 30, 2026 USD ($)
Intangible Asset, Goodwill and Other [Abstract]
2026 (remaining)	$ 126,344
2027	505,375
2028	505,375
2029	505,375
2030	505,375
Thereafter	3,398,305
Total	$ 5,546,149

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
	Jun. 30, 2026	Jun. 30, 2025	Jun. 30, 2026	Jun. 30, 2025	Sep. 30, 2025
OPERATING ACTIVITIES
Net loss	$ (10,104,135)	$ (7,594,583)	$ (25,800,580)	$ (32,016,666)	$ (40,067,076)
Adjustments to reconcile net loss to net cash used in operating activities:
Equity-based compensation			7,026,936	17,454,842
Amortization of right-of-use assets			262,369	214,228
Amortization of intangible assets			53,851
Accretion of deferred consideration	27,349		27,349
Depreciation			721,000	147,853
Changes in fair value of contingent liability	33,000	401,500	(871,000)	1,004,000
Bank revaluation			16,752
Unrealized gain on marketable securities	(375,095)		(195,225)
Non-cash interest income on short-term investments			(306,952)
Gain on settlement of accounts receivable			(152,515)
Change in assets and liabilities:
Prepaid and other current assets			(2,446,736)	(586,137)
Deposits			(4,766)	(384,000)
Accounts receivable			10,467	(250,000)
Accounts payable and accrued liabilities			3,282,453	(164,027)
Due to related parties				16,667
Lease liabilities			(287,887)	(150,269)
Net cash used in operating activities			(18,664,484)	(14,713,509)	(19,621,963)
INVESTING ACTIVITIES
Purchase of short-term investments, net of maturities			(281,212,550)
Additions to property, plant and equipment			(9,827,509)	(3,801,474)
Deposits			(800,000)
Acquisition of business, net of cash acquired			(5,776,308)
In-process research and development				(9,075,045)
Net cash used in investing activities			(297,616,367)	(12,876,519)
FINANCING ACTIVITIES
Proceeds from common stock issuances			426,750,033	206,400,015
Offering costs			(22,674,963)	(15,076,556)
Proceeds from exercise of warrants			2,473,548	15,657,187
Proceeds from exercise of stock options			4,650,000	2,284,500
Deferred Financing Costs			300,000
Net cash provided by financing activities			411,498,618	209,265,146
Net increase (decrease) in cash and cash equivalents			95,217,767	181,675,118
Cash and cash equivalents, beginning of period			203,265,052	28,507,257	28,507,257
Effect of exchange rate changes on cash			(11,212)
Cash and cash equivalents, end of period	$ 298,471,607	$ 210,182,375	298,471,607	210,182,375	$ 203,265,052
Non-cash transactions:
Common stock issued as business acquisition consideration			1,031,270
Deferred business acquisition stock consideration payable			3,312,127
Right-of-use assets acquired in business acquisition			330,154
Inception of Right-of-Use Asset / Liability				1,026,348
Supplemental disclosures of cash flow information
Cash paid for income taxes			$ 1,755,746	$ 56,717

EQUITY

9 Months Ended

Jun. 30, 2026

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

Initial Public Offering

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 $10,250,000, and net proceeds (after deducting discounts and offering expenses) of approximately $9.0 million. 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 underwriter exercised the IPO Over-Allotment Option 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 $1,537,500 and net proceeds of approximately $1.4 million. 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 with expiry on May 10, 2029. 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 year ended September 30, 2024.

July 2024 Firm Commitment Public Offering

On July 15, 2024, the Company consummated a firm commitment underwritten follow-on public offering (the “July 2024 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 “July 2024 Follow-on Warrants”) based on an offering price of $20.00 per unit (the “July 2024 Follow-on Offering Price”), generating gross proceeds of $18 million, and net proceeds (after deducting discounts and offering expenses) of approximately $16.1 million. In connection with the July 2024 Follow-on Offering, the Company granted the lead managing underwriter an option (“July 2024 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 “July 2024 Follow-on Over-allotment Shares”) and 135,0000 Warrants to purchase 67,500 shares of Common Stock (the “July 2024 Follow-on Over-allotment Warrants”) from the Company at the July 2024 Follow-on Offering Price, less underwriting discounts and other July 2024 Follow-on Offering expenses, to cover over-allotments in the July 2024 Follow-on Offering. On July 12, 2024, the underwriter exercised the July 2024 Follow-on Over-allotment Option in full with respect to the July 2024 Follow-on Over-allotment Warrants, which closed on July 15, 2024 for nominal consideration.

On July 16, 2024, the underwriter exercised the July 2024 Follow-on Over-allotment Option in full, and on July 18, 2024, the closing of the purchase of the July 2024 Follow-on Over-Allotment Shares occurred, generating gross proceeds to the Company of approximately $2.7 million and net proceeds of approximately $2.5 million. In connection with the July 2024 Follow-on Offering, the Company also issued such lead managing underwriter 63,000 warrants exercisable for 63,000 shares of Common Stock at an exercise price per share of $25.00 with expiry on July 15, 2029. In connection with the July 2024 Follow-on Offering and July 2024 Follow-on Over-allotment Option, the Company charged issuance costs of $2,091,424 to additional paid-in capital during the year ended September 30, 2024.

NANO NUCLEAR ENERGY INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2026

5. EQUITY (Continued)

October 2024 Firm Commitment Public Offering

On October 23, 2024, the Company consummated a firm commitment underwritten follow-on public offering (the “October 2024 Follow-on Offering”) of an aggregate of 2,117,646 units, consisting of an aggregate of 2,117,646 shares of Common Stock and 2,117,646 warrants to purchase up to 1,058,823 shares of Common Stock (the “October 2024 Follow-on Warrants”) based on an offering price of $17.00 per unit (the “October 2024 Follow-on Offering Price”), generating gross proceeds of approximately $36 million, and net proceeds (after deducting discounts and offering expenses) of approximately $32.3 million. In connection with the October 2024 Follow-on Offering, the Company granted the lead managing underwriter an option (“October 2024 Follow-on Over-allotment Option”), exercisable for 30 days from October 25, 2024, to purchase up to an additional 317,646 shares of Common Stock (the “October 2024 Follow-on Over-allotment Shares”) and 317,646 warrants to purchase 158,823 shares of Common Stock (the “October 2024 Follow-on Over-allotment Warrants”) from the Company at the October 2024 Follow-on Offering Price, less underwriting discounts and other October 2024 Follow-on Offering expenses, to cover over-allotments in the October 2024 Follow-on Offering. On October 23, 2024, the underwriter partially exercised the October 2024 Follow-on Over-allotment Option for the October 2024 Follow-on Over-allotment Warrants (which option closed on October 25, 2024 for nominal consideration). On October 28, 2024, the lead underwriter exercised the October 2024 Follow-on Over-allotment Option in full with respect to the October 2024 Follow-on Over-allotment Shares, and on October 29, 2024, the closing of the purchase of the October 2024 Follow-on Over-Allotment Shares occurred, generating gross proceeds to the Company of approximately $5.4 million and net proceeds of approximately $4.9 million. In connection with the October 2024 Follow-on Offering, the Company issued such lead managing underwriter 105,882 warrants exercisable for 105,882 shares of Common Stock at an exercise price per share of $21.25 with expiry on October 29, 2029. In connection with the October 2024 Follow-on Over-allotment Option, the Company also issued such lead managing underwriter 15,882 warrants exercisable for 15,882 shares of Common Stock at an exercise price per share of $21.25 with expiry on October 29, 2029.

November 2024 Private Placement

On November 24, 2024, the Company, entered into a securities purchase agreement (the “November 2024 SPA”) with three accredited institutional investors (the “Investors”), pursuant to which the Company agreed to offer and sell an aggregate of $60,000,048 of securities of the Company in a private placement (the “November 2024 Private Placement”), consisting of (i) 2,500,002 shares (“PIPE Shares”) of Common Stock and (ii) warrants to purchase up to 2,500,002 shares of Common Stock (the “PIPE Warrants”). The November 2024 Private Placement closed on November 27, 2024. After deducting the placement agent fees and estimated offering expenses payable by the Company, the Company received net proceeds of approximately $55,122,000. The Company intends to use these net proceeds for general working capital and general corporate purposes, which could include potential acquisitions of complementary businesses or assets. Pursuant to the November 2024 SPA, the Company issued and sold the PIPE Shares and associated PIPE Warrants at a combined purchase price of $24.00 per share. The PIPE Warrants have a term of five (5) years with an exercise price of $26.00 per share and will be exercisable immediately upon issuance of the PIPE Warrants. On November 24, 2024, in connection with the Private Placement, the Company entered into a registration rights agreement with the Investors (the “Registration Rights Agreement”), pursuant to which the Company agreed to file a registration statement with the SEC covering the resale of the PIPE Shares and the shares of Common Stock issuable upon exercise of the PIPE Warrants by no later than January 15, 2025 (the date of filing, the “Filing Date”), with such registration statement to be effective within 30 days of the Filing Date (if such registration statement is not subject to review by the SEC), or within 60 days after the Filing Date (if such registration statement is subject to limited or full review by the SEC). The Company initially filed a registration statement on Form S-1 covering the resale of these securities on January 14, 2025, which was declared effective by the SEC on January 24, 2025. The Investors are also entitled (subject to certain exceptions) to customary piggyback registration rights during the period in which the registration statement is effective. The Benchmark Company, LLC acted as placement agent for the Private Placement and received a cash fee equal to 6.0% of the gross proceeds received by the Company in the Private Placement, a non-accountable expense allowance equal to 1% of the gross proceeds received by the Company from the Private Placement, and reimbursement of up to $175,000 in legal expenses.

NANO NUCLEAR ENERGY INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2026

5. EQUITY (Continued)

May 2025 Private Placement

On May 26, 2025, the Company, entered into a securities purchase agreement (the “May 2025 SPA”) with six accredited institutional investors (the “May 2025 Investors”), pursuant to which the Company agreed to offer and sell 3,888,889 shares (“May 2025 PIPE Shares”) of Common Stock of the Company in a private placement (the “May 2025 Private Placement”) for gross proceeds of $105,000,003. Pursuant to the May 2025 SPA, the Company issued and sold the May 2025 PIPE Shares in the May 2025 Private Placement at a purchase price of $27.00 per share. The May 2025 Private Placement closed on May 28, 2025. After deducting the placement agent fees and estimated offering expenses payable by the Company, the Company received net proceeds of approximately $99 million. The Company intends to use these net proceeds for research and development, marketing, general working capital and general corporate purposes, which could include potential acquisitions of complementary businesses or assets. The May 2025 SPA includes standard representations, warranties and covenants of the Company and May 2025 Investors, including a restriction on future issuances of the Company’s capital stock or filing a registration statement or any amendment or supplement thereto (subject to certain exceptions) for a period of thirty (30) days following effectiveness of the Company’s May 2025 Resale Registration Statement (as defined below) required by the May 2025 Registration Rights Agreement (as defined below). Also on May 26, 2025, in connection with the May 2025 Private Placement, the Company entered into a registration rights agreement with the Investors (the “May 2025 Registration Rights Agreement”), pursuant to which the Company agreed to file a registration statement with the SEC covering the resale of the May 2025 PIPE Shares (the “May 2025 Resale Registration Statement”) by no later than June 10, 2025 (the date of filing, the “May 2025 Filing Date”), with the May 2025 Resale Registration Statement to be effective within 30 days of the May 2025 Filing Date (if it is not subject to review by the SEC), or within 60 days after the Filing Date (if it is subject to full review by the SEC). The May 2025 Investors are also entitled (subject to certain exceptions) to customary piggyback registration rights during the period in which the May 2025 Resale Registration Statement is effective. The Company initially filed the May 2025 Registration Rights Agreement covering the May 2025 PIPE Shares on June 9, 2025, which was declared effective by the SEC on June 18, 2025. Titan Partners Group LLC, a division of American Capital Partners, LLC, acted as placement agent for the Private Placement (the “May 2025 Placement Agent”) under a placement agency agreement with the Company (“May 2025 Placement Agency Agreement”), pursuant to which it received a cash fee equal to 5.0% of the gross proceeds received by the Company in the Private Placement, and reimbursement of $150,000 in legal expenses.

July 2025 At-The-Market Offering

On July 25, 2025, the Company entered into a Sales Agreement (“2025 ATM Agreement”) with TD Securities (USA) LLC, UBS Securities LLC and Piper Sandler & Co. (each a “Sales Agent” and together, the “Sales Agents”), pursuant to which the Company agrees to issue and sell to or through the Sales Agents, acting as agents and/or principals, shares (the “Placement Shares”) of the Company’s Common Stock having an aggregate offering price of up to $400,000,000 (the “Maximum Amount”) in an “at-the-market” offering program (the “2025 ATM Program”). Pursuant to the 2025 ATM Agreement, the Placement Shares, if offered and sold by the Company, will be offered and sold pursuant to a base prospectus dated March 13, 2026 and a prospectus supplement, dated March 13, 2026 (the “ATM Prospectus”), that form a part of the Company’s shelf registration statement on Form S-3 (“2025 Shelf Registration Statement,” File No.: 333-288982), which was initially filed with the SEC on July 25, 2025, as amended, and was declared effective by the SEC on March 13, 2026. Sales under the 2025 ATM Program commenced in June 2026, as described below.

During the three and nine months ended June 30, 2026, the Company sold 1,000,000 Placement Shares under the 2025 ATM Program at a price of $26.75 per share, resulting in gross proceeds of $26,750,000. In connection with these sales, the Company recorded total offering costs of $1,154,250 as a reduction of additional paid-in capital, consisting of sales agent commissions of $668,750, representing 2.5% of gross proceeds, legal costs of $100,000, and $385,500 of deferred offering costs previously capitalized in connection with the establishment of the 2025 ATM Program. Net proceeds after offering costs were $25,595,750. These were the first sales under the 2025 ATM Program. As of June 30, 2026, Placement Shares having an aggregate offering price of $373,250,000 remained available for issuance under the 2025 ATM Program. No additional Placement Shares have been sold under the 2025 ATM Program from July 1, 2026 through the date of this Report.

October 2025 Private Placement

On October 7, 2025, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with six institutional investors (the “Investors”), pursuant to which the Company agreed to offer and sell 8,490,767 shares (“Shares”) of common stock of the Company, par value $0.0001 per share (the “Common Stock”), in a private placement (the “Private Placement”) for gross proceeds of approximately $400,000,000. Pursuant to the Purchase Agreement, the Company issued and sold the Shares in the Private Placement at a purchase price of $47.11 per share. The Private Placement closed on October 10, 2025. After deducting the placement agent fees and estimated offering expenses payable by the Company, the Company received net proceeds of approximately $378,500,000. The Company intends to use these net proceeds to advance development, construction and regulatory licensing activities for its lead micro nuclear reactor program, the KRONOS MMR^™ Energy System, continue development of its other micro reactor projects and other nuclear energy related business lines, pursue potential strategic acquisitions, and for general corporate purposes. Pursuant to the Purchase Agreement, the Company included a resale prospectus in the next amendment to its 2025 Shelf Registration Statement filed with the SEC on July 25, 2025 (File No.: 333-288982) covering the resale of the Shares (the “Resale Registration Statement”) which was amended and filed on October 22, 2025 (the date of filing, the “Filing Date”), and with the Resale Registration Statement, as amended, declared effective by the SEC on March 13, 2026. The Purchase Agreement includes standard representations, warranties and covenants of the Company and Investors, including a restriction on future issuances of the Company’s capital stock or filing a registration statement or any amendment or supplement thereto (subject to certain exceptions) for a period of thirty (30) days following effectiveness of the Resale Registration Statement. Titan Partners Group LLC, a division of American Capital Partners, LLC, acted as placement agent for the Private Placement (the “Placement Agent”) under a placement agency agreement with the Company (“Placement Agency Agreement”), pursuant to which it received a cash fee equal to 5.0% of the gross proceeds received by the Company in the Private Placement, and reimbursement of $200,000 in legal expenses.

NANO NUCLEAR ENERGY INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2026

5. EQUITY (Continued)

Equity-Based Compensation

Stock-Based Compensation

Stock Options

On February 10, 2023, and 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”). On April 23, 2025 (the “Effective Date”), the Company’s shareholders approved, and the Company adopted an equity incentive plan (the “2025 Equity Plan”) whereby a total of 4,750,000 shares plus 679,440 shares that were available for issuance under the 2023 Stock Option Plans as of the 2025 Equity Plan’s Effective Date were available for future awards under the 2025 Equity Plan. This amount may increase annually on January 1 each year beginning on January 1, 2026 to January 1, 2035, by an amount equal to the lesser of (i) 5% of the Common Stock outstanding on the last day of the immediately preceding calendar year and (ii) such smaller number of shares of Common Stock as determined by the board of directors (the “Board”) or a committee of the Board. The shares of Common Stock subject to the 2025 Equity Plan may be authorized, but unissued, or reacquired shares. As of June 30, 2026, an aggregate amount of 5,316,300 stock options and an aggregate of 811,117 restricted stock units were granted under our 2023 Stock Option Plans and 2025 Equity Plan, and 7,126,412 shares of common stock were available for issuance under the 2025 Equity Plan.

The Company did not grant any stock options during the nine months ended June 30, 2026. However, during the nine months ended June 30, 2026, 2,140,000 stock options were exercised with exercise prices ranging from $1.50 to $3.00, resulting in $4,650,000 of cash proceeds. During the nine months ended June 30, 2025, 904,000 stock options were exercised with exercise prices ranging from $1.50 to $3.00, resulting in $2,284,500 of cash proceeds.

On March 6, 2025, the Company issued 338,000 stock options exercisable at $26.97 per common share with expiry on March 6, 2035, with approximately one-sixth of these options to be vested annually from 2026 to 2031 on March 6. On March 13, 2025, the Company issued 765,000 fully vested stock options exercisable at $28.32 per common share with expiry on March 13, 2035, 55,000 fully vested stock options exercisable at $28.32 per common share with expiry on March 13, 2030, and 5,300 stock options exercisable at $28.32 with expiry on March 13, 2030, which were fully vested on March 1, 2026.

During the nine months ended June 30, 2026 and 2025, total stock-based compensation for stock options expected to vest was $580,494 and $17,098,546, respectively. As of June 30, 2026, there was no remaining stock compensation expense to be recognized corresponding to future vesting dates.

Option Activity

A summary of cumulative option activity under the 2023 Stock Option Plans and the 2025 Equity Plan is as follows:

SCHEDULE OF CUMULATIVE OPTION ACTIVITY

	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, 2024		3,539,000		$	2.34		1.59	$	42,720
Options granted		1,184,300			28.01		—		—
Options forfeited		(5,300	)		28.32		—		—
Options exercised		(944,000	)		2.55		—		—
Outstanding – September 30, 2025		3,774,000		$	10.31		3.25	$	106,626
Options expired		(250,000	)		2.43		—		—
Options forfeited		(281,000	)		26.97		—		—
Options exercised		(2,140,000	)		2.17		—		—
Outstanding – June 30, 2026		1,103,000		$	23.63		6.83	$	3,719
Exercisable at the end of period		1,103,000		$	23.63		6.83	$	3,719

Restricted Stock Units (“RSUs”)

On November 13, 2025, the Company granted an aggregate of 423,766 RSUs to various consultants and key employees. The aggregate grant-date fair value of the RSUs was $14,280,914, or $33.70 per share, based on the market price of the Company’s stock on the date of grant. The RSUs’ vesting schedule is as follows: 392,694 RSUs vest in three equal annual installments, with one-third vesting on each anniversary of the grant date over a three-year vesting period; 11,872 RSUs vest in full on the first anniversary of the grant date; and 19,200 RSUs vest 50% on the six-month anniversary of the grant-date, with the remaining 50% vesting on the first anniversary of the grant date; each of the foregoing is subject to the recipient’s continued service through each applicable vesting date.

NANO NUCLEAR ENERGY INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2026

On April 24, 2026, the Company granted 36,603 RSUs to various consultants and key employees. The aggregate grant-date fair value of the RSUs was $896,041 or $24.48, respectively, per share based on the market price of the Company’s stock on the date of grant. The RSUs vest in three equal annual installments, with one-third vesting on each anniversary of the grant date over a three-year vesting period.

As of June 30, 2026, there were 632,698 unvested RSUs with a weighted average grant-date fair value of $25.79.

During the nine months ended June 30, 2026, we modified an RSU for 20,000 shares of common stock granted on June 3, 2025 to vest 50% on the six-month anniversary of the grant-date with the remaining 50% vesting on the grant-date anniversary which was previously set to vest 100% on the grant-date anniversary.

During the nine months ended June 30, 2026, we recognized stock-based compensation for RSUs expected to vest of $6,446,444. As of June 30, 2026, we had unrecognized compensation of $17,547,026, which would be recognized over a weighted-average period of 2.21 years.

Restricted Stock Unit Activity

A summary of cumulative restricted stock unit activity under the 2025 Equity Plan is as follows:

	RSUs outstanding
	Number of shares			Weighted- average grant date fair value per share		Aggregate fair value (in thousands)
Outstanding –September 30, 2024		—		$	—	$	—
RSUs granted		350,748			29.18		10,235
Outstanding and unvested – September 30, 2025		350,748		$	29.18	$	10,235
RSUs granted		460,369			32.97		15,177
RSUs forfeited		(29,647	)		30.90		(916	)
RSUs vested (stock issued)		(148,772	)		29.18		—
Outstanding and unvested – June 30, 2026		632,698		$	25.79	$	16,318

Warrant Activity

A summary of cumulative warrant activity is as follows:

	Warrant Shares outstanding
				Weighted- average		Weighted- average
	Number of			exercise price		contractual term
	shares			per share		(in years)

Outstanding – September 30, 2024		817,864		$	17.28		4.79
Warrants issued		3,717,648			23.05		5.00
Warrants exercised		(1,408,193	)		16.71		-
Outstanding – September 30, 2025		3,127,319		$	24.40		4.12
Warrants exercised		(141,669	)		17.46		-
Outstanding – June 30, 2026		2,985,650			24.73		3.38

NANO NUCLEAR ENERGY INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2026

- Definition

The entire disclosure for equity.

+ References

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+ Details

SHORT-TERM INVESTMENTS (Details Narrative) - USD ($)	Jun. 30, 2026	Sep. 30, 2025
Cash and Cash Equivalents [Abstract]
Short term investment	$ 281,519,503
Fair value of short term investment	$ 281,519,503

- Definition

Fair value portion of investment securities, including, but not limited to, marketable securities, derivative financial instruments, and investments accounted for under the equity method.

+ References + Details

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

9 Months Ended

Jun. 30, 2026

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“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.

NANO NUCLEAR ENERGY INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2026

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

In management’s opinion, the unaudited condensed consolidated financial statements have been prepared on the same basis as the Company’s annual audited consolidated financial statements. They included all adjustments, consisting of only normal recurring adjustments, necessary for the fair statement of the Company’s financial position as of June 30, 2026, and its results of operations for the three and nine months ended June 30, 2026 and 2025 and cash flows for the nine months ended June 30, 2026 and 2025. The results for the three and nine months ended June 30, 2026 are not necessarily indicative of the results expected for the year or any other periods. The condensed consolidated balance sheet as of September 30, 2025 has been derived from the Company’s audited consolidated financial statements.

Cash Equivalents

Cash Equivalents

The Company considers all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents. Cash equivalents are stated at cost, which approximates market value, because of the short maturity of these instruments. As of June 30, 2026, cash and cash equivalents included $226.2 million of U.S. Treasury securities.

Short-term Investments

Short-term Investments

The Company’s short-term investments consist primarily of U.S. Treasury securities with original maturities greater than three months but less than one year at the time of purchase. Management has the positive intent and ability to hold these securities to maturity; accordingly, they are classified as held-to-maturity and are stated at amortized cost. Because these securities are explicitly guaranteed by the U.S. Government, the Company considers the risk of default to be negligible and records no allowance for credit losses.

Use of Estimates

Use of Estimates

The preparation of unaudited condensed consolidated financial statements in conformity with U.S. 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, the fair value of assets acquired and liabilities assumed in business combinations, the estimated useful lives of long-lived assets, the recoverability of goodwill and long-lived assets, right-of-use assets and lease liabilities, 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 unaudited condensed consolidated financial statements, as well as amounts reported on the unaudited condensed consolidated statements of operations during the periods presented. Actual results could differ from those estimates.

Fair Value Measurement

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, short-term investments, marketable securities and accounts payable, approximates fair value due to their short maturities.

NANO NUCLEAR ENERGY INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2026

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Concentration of Risk

Concentration of Risk

Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents and accounts receivable. The Company maintains its cash balances at financial institutions and such amounts exceeded federally insured limits at June 30, 2026 and September 30, 2025. 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.

Major Customers

Significant customers are those that account for 10% or more of the Company’s revenues or accounts receivable. Following the acquisition of STS on May 22, 2026, the Company’s consolidated revenues are derived from a limited number of customers through the operations of STS.

For the period from May 22, 2026 to June 30, 2026 (commencing with the STS Acquisition Date), the following customers accounted for 10% or more of consolidated revenues:

	May 22, 2026 to June 30 2026
Customer A		25	%
Customer B		28	%
Customer C		16	%
Customer D		26	%
		95	%

As of June 30, 2026, three customers comprised of an aggregate of 91% of the total STS accounts receivable outstanding.

The loss of a major customer could adversely affect the revenues and accounts receivable attributable to the STS business and, as a result, the Company’s results of operations.

Revenue Recognition

Revenue Recognition

The Company’s subsidiary, STS, accounts for revenue in accordance with Financial Accounting Standards Board (“FASB”) ASC 606, “Revenue from Contracts with Customers” (“ASC 606”). STS recognizes revenue using the following five-step model as prescribed by ASC 606:

	●	Identification of the contract, or contracts, with a customer;
	●	Identification of the performance obligations in the contract;
	●	Determination of the transaction price;
	●	Allocation of the transaction price to the performance obligations in the contract; and
	●	Recognition of revenue when, or as, the Company satisfies a performance obligation.

STS’s contracts with customers are generally fixed price and time and material contracts. Contracts with customers are evidenced by signed contracts, task orders, modifications, releases and/or statements of work, which include the services to be performed, the time period the services will be performed, the transaction price for such services and the payment terms. Given the nature of STS’s contracts with customers, STS has elected to apply the right to invoice practical expedient as prescribed by ASC 606-10-55-18, which states “as a practical expedient, if an entity has a right to consideration from a customer in an amount that corresponds directly with the value to the customer of the entity’s performance completed to date, the entity may recognize revenue in the amount to which the entity has a right to invoice.” Since STS’s revenue recognition policy is based on the right to invoice, as of June 30, 2026, STS did not have any remaining performance obligations.

Invoices submitted to customers represent the level of effort or value provided by STS to the customer. Further, pursuant to contract terms invoices are only submitted after the performance obligations tied to the invoice have been performed and accepted by the customer, typically an agency of the U.S. federal government. Therefore, STS applies the right to invoice practical expedient when recognizing revenue. It is at this point that all five revenue recognition criteria have been completed. All revenue generated by STS is recognized at a point in time. STS’s contracts with customers do not include any variable consideration or significant financing components.

Cost of Revenue

Cost of Revenue

Cost of revenue represents costs directly related to completing the management and consulting services provided to STS’s customers. Such costs primarily include direct materials and other direct project expenses, labor, and travel. Such costs are recognized as incurred.

Accounts Receivable

Accounts Receivable

Accounts receivable consist of balances due from customers of STS for transportation-related consulting and management services which are typically due within 30-60 days of submitting the invoice. Accounts receivable also consist of amounts due associated with other income corresponding to consulting services provided by the Company. Accounts receivable are presented net of allowance for credit losses. Management estimates an allowance for credit losses by evaluating client-specific conditions, including adverse situations that may affect a client’s ability to pay, as well as both microeconomic and macroeconomic factors.

Prepaid Expenses

Prepaid Expenses

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

Property, Plant and Equipment

Property, Plant and Equipment

Property, plant and equipment are measured at cost less accumulated depreciation and impairment charges. Property, plant and equipment acquired in a business combination (such as the STS Acquisition) are recorded at fair value as of the acquisition date, which establishes the new cost basis, and no accumulated depreciation of the acquiree is carried forward. When components of an item of property, plant and equipment have different useful lives, they are accounted for as separate items of property, plant and equipment and depreciated separately. Expenditures for maintenance and repairs are charged to expense as incurred. Gains and losses on disposal of an item of property, plant and equipment are determined by comparing the proceeds from disposal with the carrying amount of property, plant and equipment and are recognized in earnings.

Long-Lived Assets

Long-Lived Assets

The Company recognizes impairment losses on long-lived assets, used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying values. As of June 30, 2026, management reviewed the Company’s long-lived assets and determined there were no indicators of impairment.

Goodwill

Goodwill

Goodwill represents the excess of the cost of our acquired businesses over the fair value of the net assets acquired. We perform testing of goodwill for impairment annually or more frequently whenever events or circumstances indicate the carrying value of goodwill may be impaired. We may elect to perform a qualitative test when we believe that there is sufficient excess fair value over carrying value based on our most recent quantitative assessment, adjusted for relevant events and circumstances that could affect fair value during the current year. If we conclude based on this assessment that it is more likely than not that the reporting unit is not impaired, we do not perform a quantitative impairment test. In all other circumstances, we compare the fair value of a reporting unit to its carrying amount, including goodwill. If the fair value of the reporting unit exceeds its carrying value, no impairment charge is recorded. If the carrying amount of a reporting unit exceeds its fair value, an impairment charge is recorded to goodwill in the amount by which carrying value exceeds fair value.

Intangible Assets

Intangible Assets

Intangible assets are recognized at fair value when acquired. Intangible assets with definite lives are amortized to costs and expenses using the straight-line method over their estimated useful lives and tested for impairment when events or changes in circumstances indicate that their carrying amounts may not be recoverable. Intangible assets with indefinite lives are not amortized and are subject to annual impairment testing. We may elect to perform a qualitative assessment when testing indefinite-lived intangible assets for impairment to determine whether events or circumstances affecting significant inputs related to the most recent quantitative evaluation have occurred, indicating that it is more likely than not that the indefinite-lived intangible asset is impaired. Otherwise, we test indefinite-lived intangible assets for impairment by quantitatively determining the fair value of the indefinite-lived intangible asset and comparing the fair value of the intangible asset to its carrying amount. If the carrying amount of the intangible asset exceeds its fair value, we recognize impairment for the amount of the difference.

In-process Research and Development

In-process Research and Development

In-process research and development (“IPR&D”) represents incomplete research and development projects that had not reached technological feasibility as of their acquisition date in 2025. Due to the nature of IPR&D, the expected life is indefinite, and it will be evaluated periodically for attainment of technological feasibility or impairment. Technological feasibility is established when an enterprise has completed all planning, designing, coding and testing activities that are necessary to establish that a product can be produced to meet its design specifications including functions, features and technical performance requirements. IPR&D is amortized over its estimated useful life once technological feasibility is reached. As the Company has not yet completed all designing, coding and testing activities, management has determined that technological feasibility has not yet been reached. Management has not identified any indicators that would suggest any impairment of the IPR&D. If IPR&D is determined not to have technological feasibility or is abandoned, it will be impaired or written off at such time.

Depreciation

Depreciation

Depreciation is calculated over the depreciable amount, which is the cost of the asset less its residual value. Depreciation methods, useful lives and residual values are reviewed at each reporting period and are adjusted if appropriate. Assets are depreciated according to the straight-line method based on estimated useful lives as follows:

NANO NUCLEAR ENERGY INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2026

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Land		Not depreciated
Buildings		20 years
Equipment		7 years
Furniture and fixtures		7 years
Computer equipment		3 - 5 years

Leasehold improvements are depreciated over the shorter of their estimated useful life or the remaining term of the associated lease. Construction in progress is not depreciated until placed in service.

Leases

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 June 30, 2026 and September 30, 2025, the Company had three and two long-term operating leases, respectively.

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.

Warrant Instruments

Warrant Instruments

The Company accounts for warrants issued in connection with the private placement in accordance with the guidance contained in FASB ASC Topic 815, “Derivatives and Hedging”. Accordingly, the Company evaluated and classified the warrant instruments under equity treatment at their assigned values.

nvestments in Equity – Related Party

Investments in Equity – Related Party

The Company accounts for investments in equity that are within the scope of ASC 321-10, “Investments - Equity Securities” (“ASC 321-10”), as either (1) investments with a readily determinable fair value, which are recorded at fair value or (2) investments without a readily determinable fair value, which are recorded at cost less any impairment. Equity investments that are initially concluded to not have a readily determinable fair value are reassessed at each reporting period. If the Company identifies observable price changes in orderly transactions for the identical or a similar investment of the same issuer, it measures the equity security at fair value as of the date that the observable transaction occurred using valuation techniques that are permitted under ASC 820, “Fair Value Measurement”.

As of June 30, 2026 and September 30, 2025, the Company had investments in equity of $2.0 million, representing the Company’s equity investment in LIST (see Note 12). The equity investments were accounted for in accordance with ASC 321-10, and the Company accounted for the equity investments at cost less impairment because there were no readily determinable fair values for these investments as of June 30, 2026. No impairment was recorded during the period ended June 30, 2026. The investments were recognized as other assets on the Company’s condensed consolidated balance sheets.

Equity-Based Compensation

Equity-Based Compensation

Equity-based compensation for employees and non-employees is measured using a fair value-based method for all equity-based awards. The Company recognizes equity-based compensation costs on a straight-line basis over the requisite service period of the award, which is generally the option vesting term. Vesting terms vary based on the individual grant terms. The Company estimates the fair value of an equity-based award using a closed option valuation (Black-Scholes) pricing model. Equity-based compensation is recorded as either a general and administrative expense or a research and development expense in the unaudited condensed consolidated statements of operations. The Company has elected to account for forfeitures of stock-based awards as they occur.

NANO NUCLEAR ENERGY INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2026

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

The Black-Scholes pricing model requires the input of certain assumptions that require the Company’s judgment, including the expected term and the expected stock price volatility of the underlying stock. The assumptions used in calculating the fair value of stock-based compensation represent management’s best estimates, but these estimates involve inherent uncertainties and the application of judgment. As a result, if factors change resulting in the use of different assumptions, stock-based compensation expense could be materially different in the future.

The Company’s assumptions utilized in the Black-Scholes price model are as follows: (1) fair market value of stock price on date of grant; (2) the volatility of its underlying stock; which is estimated using a weighted average of the Company’s historical volatility, since it began trading, and the historical volatility of a group of comparable publicly traded companies due to the Company’s lack of trading history over the expected term; (3) expected dividend yield is zero as the Company does not anticipate paying any recurring cash dividends in the foreseeable future; (4) risk-free rate based on the United States Treasury yield curve in effect at the time of the grant for the period of the expected term; (5) expected term estimated based on the vesting and contractual term of the stock option grant.

Research and Development

Research and Development

Research and development (“R&D”) expenses represent costs incurred for designing and engineering products. These costs primarily consist of personnel-related expenses, fees paid to external consultants and contractors, costs associated with developing design tools, and costs incurred 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

Advertising costs are expensed as incurred and are recognized as a component of general and administrative expenses on the unaudited condensed consolidated statements of operations and other comprehensive loss. Advertising costs expensed were approximately $144,000 and $249,000 for the three and nine months ended June 30, 2026, respectively, and approximately $130,000 and $360,000 for the three and nine months ended June 30, 2025, respectively.

Legal Contingencies

Legal Contingencies

The Company was previously involved in two stockholder-initiated legal proceedings. One of such proceedings was dismissed with prejudice in February 2026. The other proceeding was dismissed at the trial court level in February 2026 but remains subject to appeal. Given the status of the remaining legal proceeding, the Company cannot reasonably estimate at June 30, 2026 the amount of any potential financial loss or cost that could result from this proceeding. 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

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 carryforwards, 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.

NANO NUCLEAR ENERGY INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2026

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

On July 4, 2025, the U.S. federal government enacted tax legislation referred to as the One Big Beautiful Bill Act (“OBBBA”). The OBBBA, among other things, makes permanent 100% bonus depreciation for certain capital expenditures and immediate deduction for domestic research or experimental expenditures (the “R&D deduction”). This legislation was effective for the Company’s consolidated financial statements for the year ended September 30, 2025, except for the R&D deduction which will be effective for the Company’s fiscal year 2026. The enactment of the OBBBA did not have a material impact on the Company’s consolidated financial statements for the year ended September 30, 2025. The Company is currently assessing the impact of the OBBBA on future periods.

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 condensed 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 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 condensed consolidated statements of operations. All of the Company’s historical tax returns remain subject to examination by taxing jurisdictions. At June 30, 2026 and September 30, 2025, the Company does not believe it has any uncertain tax positions that would require either recognition or disclosure in the accompanying condensed consolidated financial statements.

Net Loss per Share

Net Loss per Share

Basic earnings attributable to common shareholders is computed by dividing reported net income (loss) attributable to common shareholders by the weighted-average number of shares of Common Stock outstanding during the reporting period. Diluted earnings per share attributable to common shareholders is computed by dividing reported net income (loss) attributable to common shareholders by the sum of the weighted-average number of shares of Common Stock and the number of dilutive potential common share equivalents outstanding during the period. Potential dilutive common share equivalents consist of the incremental shares of Common Stock issuable upon the exercise of share options, warrants, and RSUs and the incremental shares issuable upon conversion of similar instruments.

In computing diluted earnings per share, common share equivalents are not considered in periods in which a net loss is reported, as the inclusion of the common share equivalents would be anti-dilutive.

Shares which have been excluded from diluted per share amounts because their effect would have been anti-dilutive are as follows as of June 30:

	2026		2025
Stock options		1,103,000		4,064,300
Warrants		2,985,650		3,477,612
Restricted share units		632,698		-
Total shares excluded		4,721,348		7,541,912

NANO NUCLEAR ENERGY INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2026

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Operating Segments

Operating Segments

For the three and nine months ended June 30, 2026 and 2025, the Company was managed as a single operating segment in accordance with the provisions in the 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 Chief Executive Officer is the Chief Operating Decision Maker (the “CODM”), 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. In connection with the acquisition of STS on May 22, 2026, the Company evaluated whether the acquired operations constitute a separate operating segment. Through June 30, 2026, the CODM reviewed financial information on a consolidated basis for purposes of allocating resources and assessing performance and did not review discrete financial information of STS for those purposes.

Recent Accounting Pronouncements

Recent Accounting Pronouncements

Recently Adopted

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740) – Improvements to Income Tax Disclosures” (“ASU 2023-09”). ASU 2023-09 requires that an entity, on an annual basis, disclose additional income tax information, primarily related to the rate reconciliation and income taxes paid. The amendments in the ASU are intended to enhance the transparency and decision usefulness of income tax disclosures. The ASU’s amendments are effective for annual periods beginning after December 15, 2024. The Company adopted this standard effective October 1, 2025. As the ASU requires disclosures on an annual basis, the Company will include the updated disclosures in its annual consolidated financial statements for the fiscal year ending September 30, 2026.

Issued but Not Yet Adopted

The Company considers the applicability and impact of all ASUs issued by the FASB.

In July 2025, the FASB issued ASU 2025-05, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets” (“ASU 2025-05”). ASU 2025-05 provides a practical expedient permitting an entity to assume that current conditions as of the balance sheet date do not change for the remaining life of current accounts receivable and contract assets. ASU 2025-05 is effective for fiscal years beginning after December 15, 2025, and interim periods within those fiscal years, and is to be applied prospectively. The Company will adopt ASU 2025-05 effective October 1, 2026 and does not expect the adoption to have a material impact on its condensed consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03, “Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures” (“ASU 2024-03”). ASU 2024-03 requires disclosure in the notes to a company’s financial statements of specified information about certain costs and expenses. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods within fiscal years beginning after December 15, 2027. ASU 2024-03 should be applied either prospectively to financial statements issued for reporting periods after the effective date of this ASU or retrospectively to any or all prior periods presented in the financial statements. The Company is currently evaluating the impact of ASU 2024-03 on its disclosures.

There are no other accounting pronouncements which have been issued but are not yet effective that would have a material impact on the Company’s condensed consolidated financial statements.

SCHEDULE OF ALLOCATION OF CONSIDERATION (Details)	Jun. 30, 2026 USD ($)
Restructuring Cost and Reserve [Line Items]
Cash consideration paid	$ 180,774
Total assets acquired	6,507,428
Canadian Consents [Member]
Restructuring Cost and Reserve [Line Items]
Cash consideration paid	8,500,000
Less: Value of Consent Assets (subject to Canadian Consents) held in escrow	(250,000)
Add: Assumed liabilities related to Designated Contracts (excluding Canadian Contracts)	825,045
Total assets acquired	$ 9,075,045

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

INTANGIBLE ASSETS AND GOODWILL

9 Months Ended

Jun. 30, 2026

Intangible Asset, Goodwill and Other [Abstract]

INTANGIBLE ASSETS AND GOODWILL

9. INTANGIBLE ASSETS AND GOODWILL

The following presents the changes in the carrying amount of goodwill corresponding to the STS Acquisition for the nine months ended June 30, 2026:

SCHEDULE OF GOODWILL

	Carrying Amount
Balance, October 1, 2025	$	-
Goodwill acquired – STS Acquisition		4,240,900
Impairment losses		-
Balance, June 30, 2026	$	4,240,900

As of June 30, 2026, the preliminary gross carrying amount of intangible assets acquired from STS Acquisition, accumulated amortization, and net book value, consisted of the following:

	Estimated Useful Life		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Customer relationships		16	$	4,470,000	$	(29,769	)	$	4,440,231
Trade name		5		1,130,000		(24,082	)		1,105,918
Total			$	5,600,000	$	(53,851	)	$	5,546,149

Amortization expense related to the intangible assets for the period from the STS Acquisition Date to June 30, 2026 was $53,851 and was included within general and administrative expenses on the unaudited consolidated statements of operations.

The future amortization expense of the acquired intangible assets, to be recognized over a weighted average period of approximately 14 years, as of June 30, 2026 is as follows:

Year ending September 30,
2026 (remaining)	$	126,344
2027		505,375
2028		505,375
2029		505,375
2030		505,375
Thereafter		3,398,305
Total	$	5,546,149

SCHEDULE OF LEASE EXPENSE (Details) - USD ($)	3 Months Ended		9 Months Ended
SCHEDULE OF LEASE EXPENSE (Details) - USD ($)	Jun. 30, 2026	Jun. 30, 2025	Jun. 30, 2026	Jun. 30, 2025
Right-of-use Assets And Lease Liabilities
Operating lease cost	$ 168,771	$ 157,559	$ 483,889	$ 436,480

LONG-TERM INVESTMENTS, RELATED PARTY

9 Months Ended

Jun. 30, 2026

Investments, All Other Investments [Abstract]

LONG-TERM INVESTMENTS, RELATED PARTY

12. LONG-TERM INVESTMENTS, RELATED PARTY

In August 2024, the Company invested $2,000,000 as an equity investment into LIST (which is a related party), as part of its $11.88 million seed funding round. This additional capital into LIST was anticipated to help fuel the development of its proprietary, patented advanced laser enrichment technology.

Concurrently with the Company’s investment in LIST, the Company entered into an agreement with LIST to collaborate and assist in developing LIST’s technologies to secure a fuel supply for the Company’s future operations and the wider nuclear energy industry. The parties intend that LIST will provide the Company with enriched UF₆ at no cost to be fabricated and sold to customers, with LIST to receive compensation as part of a profit-sharing arrangement to be agreed to between the companies in the future. Through collaboration with LIST, the Company anticipates building supportive facilities to compliment LIST’s planned enrichment facility, including those focused on deconversion and conversion.

The Company also leased approximately 7,000 square feet of dedicated space within its Oak Ridge, Tennessee, based nuclear technology facility to LIST to enable the next phase of the revitalization of its proprietary laser-based process. The Company leases this space to LIST for $7,000 per month. The lease became effective on September 2, 2024 and has a term ending on September 1, 2034.

The Company’s relationship with LIST is considered a related party transaction since the Company’s President and Chairman, Jay Jiang Yu, also serves as the Chief Executive Officer and Chairman for LIST, and James Walker, the Company’s Chief Executive Officer and director, and Jaisun Garcha, the Company’s Chief Financial Officer, serve as consultants to LIST. The Company’s investment in LIST was unanimously approved by all of the Company’s disinterested independent directors.

OTHER INCOME

9 Months Ended

Jun. 30, 2026

Other Income and Expenses [Abstract]

OTHER INCOME

4. OTHER INCOME

During the three and nine months ended June 30, 2026, the Company earned interest income of $4,978,577 and $14,827,389, respectively, on its cash, cash equivalents and short-term investments held at financial institutions, earned $21,000 and $63,000, respectively, from a lease agreement with a related party (see Note 12), and earned other income of $374,150 and $446,000, respectively, consisting of a $250,000 grant award from the Illinois Department of Commerce and Economic Opportunity, $124,150 and $191,000, respectively, from consulting services, and $nil and $5,000 from a competition prize award. During the three and nine months ended June 30, 2025, the Company earned interest income of $1,526,690 and $3,474,321, respectively, on its cash held at a financial institution, earned $250,000 and $250,000, respectively, from consulting services, and earned $21,000 and $63,000, respectively, from a lease agreement with a related party (see Note 12).

NANO NUCLEAR ENERGY INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2026

SCHEDULE OF ALIP ACQUISITION (Details) $ in Thousands					9 Months Ended
SCHEDULE OF ALIP ACQUISITION (Details) $ in Thousands	Aug. 14, 2025 CAD ($)	Jan. 10, 2025 USD ($)	Dec. 18, 2024 USD ($)	Jun. 21, 2024 USD ($)	Jun. 30, 2026 USD ($)
Asset Acquisition [Line Items]
Total purchase price	$ 650	$ 8,500,000	$ 8,500,000		$ 8,500,000
ALIP Technology [Member]
Asset Acquisition [Line Items]
Cash (paid on closing)				$ 50,000
Shares of Common Stock (issued on closing)				786,500
Contingent cash				50,000
Contingent Common Stock (fair value at closing)				786,500
Total purchase price				$ 1,673,000

Insider Trading Arrangements	9 Months Ended
Insider Trading Arrangements	Jun. 30, 2026 shares
Jay Jiang Yu [Member]
Trading Arrangements, by Individual [Table]
Material Terms of Trading Arrangement	The earlier of (i) September 17, 2027, (ii) the termination of the 10b5-1 Plan by such person, (iii) the death, dissolution, bankruptcy or insolvency of such person, (iv) the non-compliance of the 10b-5 Plan with Rule 10b5-1; (iv) the date that the aggregate number of shares of common stock reaches 1,664,000 shares for I Financial (as defined below) and 107,226 for Jiang Yu
Name	Jay Jiang Yu
Rule 10b5-1 Arrangement Adopted	true
Adoption Date	June 23, 2026
Aggregate Available	1,771,226
James Walker [Member]
Trading Arrangements, by Individual [Table]
Material Terms of Trading Arrangement	The earlier of (i) September 3, 2027, (ii) the termination of the 10b5-1 Plan by such person, (iii) the death, dissolution, bankruptcy or insolvency of such person, (iv) the non-compliance of the 10b-5 Plan with Rule 10b5-1; (iv) the date that the aggregate number of shares of common stock reaches 175,000 shares
Name	James Walker
Rule 10b5-1 Arrangement Adopted	true
Adoption Date	May 27, 2026
Aggregate Available	175,000
Jaisun Garcha [Member]
Trading Arrangements, by Individual [Table]
Material Terms of Trading Arrangement	The earlier of (i) June 10, 2027, (ii) the termination of the 10b5-1 Plan by such person, (iii) the death, dissolution, bankruptcy or insolvency of such person, (iv) the non-compliance of the 10b-5 Plan with Rule 10b5-1; (iv) the date that all shares of common stock contemplated under this 10b-5 Plan have been sold
Name	Jaisun Garcha
Rule 10b5-1 Arrangement Adopted	true
Adoption Date	June 18, 2026
Mr. Yu’s [Member]
Trading Arrangements, by Individual [Table]
Aggregate Available	1,664,000

STS BUSINESS ACQUISITION (Tables)

9 Months Ended

Jun. 30, 2026

Sts Business Acquisition

SCHEDULE OF PURCHASE CONSIDERATION

The purchase consideration consisted of the following:

SCHEDULE OF PURCHASE CONSIDERATION


Cash	$	5,957,082
Common stock		1,031,270
Consideration payable, net of discount		3,312,127
Total purchase consideration	$	10,300,479

SCHEDULE OF FAIR VALUE OF ASSETS AND LIABILITIES ACQUIRED

Assets Acquired:
Cash and cash equivalents	$	180,774
Accounts receivable		301,918
Prepaid expenses		9,567
Property and equipment		85,015
Right-of-use asset		330,154
Customer relationships		4,470,000
Trade name		1,130,000
Total assets acquired	$	6,507,428

Liabilities Assumed:
Accounts payable and accrued expenses	$	117,695
Operating lease liability		330,154
Total liabilities assumed		447,849

Net assets acquired	$	6,059,579
Total purchase consideration	$	10,300,479
Goodwill	$	4,240,900

SCHEDULE OF BALANCE SHEET INFORMATION (Details) - USD ($)	Jun. 30, 2026	Sep. 30, 2025	Sep. 30, 2024
Right-of-use Assets And Lease Liabilities
Operating right-of-use assets	$ 2,628,681	$ 2,560,896	$ 1,830,124
Operating lease liabilities, current	636,871	534,128
Operating lease liabilities, long term	$ 2,200,937	$ 2,261,414

SHORT-TERM INVESTMENTS

9 Months Ended

Jun. 30, 2026

Cash and Cash Equivalents [Abstract]

SHORT-TERM INVESTMENTS

3. SHORT-TERM INVESTMENTS

The Company classifies U.S. Treasury obligations with original maturities in excess of three months and less than one year at acquisition as held-to-maturity. The Company does not purchase and hold securities principally for the purpose of selling them in the near future, and it is not more likely than not that the Company will be required to sell the investments before recovery of their amortized cost bases. At June 30, 2026, the Company recorded “Short-term investments” on the Condensed Consolidated Balance Sheets at amortized cost of $281,519,503. At June 30, 2026, the short-term investments had a fair value of $281,519,503 and are considered Level 1 investments. The Company held no short-term investments at September 30, 2025.

The amortized costs and estimated fair values of the short-term investment portfolio were as follows as of June 30, 2026.

	Amortized Cost		Allowance for Credit Losses		Net Carrying Amount		Gross Unrealized Losses			Fair Value
U.S. Treasury obligations
Balance as of June 30, 2026		281,519,503		-		281,519,503		(262,993	)		281,256,510

INTANGIBLE ASSETS AND GOODWILL (Details Narrative) - USD ($)	9 Months Ended
	Jun. 30, 2026	Jun. 30, 2025
Intangible Asset, Goodwill and Other [Abstract]
Amortization of intangible assets	$ 53,851

- Definition

Amount of amortization expense for finite-lived intangible asset. Excludes goodwill and capitalized cost for software to be sold, leased, or marketed.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Section 45
-Paragraph 28
-Subparagraph (b)
-SubTopic 10
-Topic 230
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482740/230-10-45-28

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482558/350-40-50-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 350
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482665/350-30-50-2

Reference 4: http://www.xbrl.org/2003/role/exampleRef
-Topic 220
-SubTopic 40
-Name Accounting Standards Codification
-Section 55
-Paragraph 11
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147476153/220-40-55-11

Reference 5: http://www.xbrl.org/2003/role/exampleRef
-Topic 220
-SubTopic 40
-Name Accounting Standards Codification
-Section 55
-Paragraph 18
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147476153/220-40-55-18

Reference 6: http://www.xbrl.org/2003/role/exampleRef
-Topic 220
-SubTopic 40
-Name Accounting Standards Codification
-Section 55
-Paragraph 24
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147476153/220-40-55-24

Reference 7: http://www.xbrl.org/2003/role/exampleRef
-Topic 220
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147476148/220-40-50-12

Reference 8: http://www.xbrl.org/2003/role/exampleRef
-Name Accounting Standards Codification
-Section 55
-Paragraph 40
-SubTopic 30
-Topic 350
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482640/350-30-55-40

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 350
-SubTopic 30
-Name Accounting Standards Codification
-Section 45
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482686/350-30-45-2

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147476148/220-40-50-6

+ Details

SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT (Details) - USD ($)	9 Months Ended		12 Months Ended
	Jun. 30, 2026	Jun. 30, 2025	Sep. 30, 2025
Accumulated depreciation
Depreciation of building	$ (721,000)	$ (147,853)
Total property, plant and equipment, net	18,975,301		$ 9,783,777
Land, Buildings and Improvements [Member]
Accumulated depreciation
Beginning of period	10,149,332	1,700,000	1,700,000
Additions – land	892,587		330,000
Additions – building	4,728,236		4,000,234
Additions – leasehold improvements			3,103,000
Additions – construction in progress	4,206,686		1,016,098
Assets acquired in business acquisition	85,015
End of period	20,061,856		10,149,332
Beginning of period	(365,555)	$ (10,393)	(10,393)
Depreciation of building	(307,788)		(133,975)
Depreciation of leasehold improvements	(410,775)		(221,187)
Depreciation of assets acquired in business combination	(2,437)
End of period	(1,086,555)		(365,555)
Total property, plant and equipment, net	$ 18,975,301		$ 9,783,777

SUBSEQUENT EVENTS

9 Months Ended

Jun. 30, 2026

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

14. SUBSEQUENT EVENTS

The Company has evaluated all events or transactions that occurred after June 30, 2026 through the date that the unaudited condensed consolidated financial statements were issued. During this period, there were no material subsequent events requiring disclosure.

RIGHT-OF-USE ASSETS AND LEASE LIABILITIES

9 Months Ended

Jun. 30, 2026

Right-of-use Assets And Lease Liabilities

RIGHT-OF-USE ASSETS AND LEASE LIABILITIES

7. RIGHT-OF-USE ASSETS AND LEASE LIABILITIES

	June 30, 2026			September 30, 2025
Right-of-use assets
Beginning of period	$	2,560,896		$	1,830,124
Additions		-			1,026,348
Right-of-use assets acquired in business acquisition		330,154			-
Amortization		(262,369	)		(295,576	)
End of period	$	2,628,681		$	2,560,896

As of June 30, 2026, the Company had three long-term operating leases corresponding to (1) its corporate headquarters located at 10 Times Square, 30th Floor, New York, New York, (2) space being used as a technology demonstration facility in Westchester County, New York, and (3) an office and operations facility located in Winder, Georgia, which was assumed in connection with the STS Acquisition. Lease components in the Company’s long-term operating leases are accounted for following the guidance in ASC Topic 842, “Leases” (“ASC 842”), for the capitalization of long-term leases. At June 30, 2026, the lease liability was equal to the present value of the remaining lease payments, discounted using a borrowing rate based on similar debt. In accordance with ASC Topic 805, “Business Combinations,” the Company measured the operating lease assumed in the STS Acquisition as if it were a new lease as of the STS Acquisition Date, recognizing a right-of-use asset and a corresponding operating lease liability of $330,154. The operating results of STS, including operating lease cost of $11,212, were included in the Company’s unaudited condensed consolidated financial statements from the STS Acquisition Date through June 30, 2026.

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

SCHEDULE OF BALANCE SHEET INFORMATION

Operating leases:	June 30, 2026		September 30, 2025
Operating right-of-use assets	$	2,628,681	$	2,560,896
Operating lease liabilities, current		636,871		534,128
Operating lease liabilities, long term		2,200,937		2,261,414

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

SCHEDULE OF LEASE EXPENSE

Lease cost:	2026		2025		2026		2025

	Three Months Ended June 30,				Nine Months Ended June 30,
Lease cost:	2026		2025		2026		2025
Operating lease cost	$	168,771	$	157,559	$	483,889	$	436,480

NANO NUCLEAR ENERGY INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2026

7. RIGHT-OF-USE ASSETS AND LEASE LIABILITIES (Continued)

Other information related to leases is presented below.

Cash paid for amounts included in the measurement of lease liabilities:	2026		2025		2026		2025
	Three Months Ended June 30,				Nine Months Ended June 30,
Cash paid for amounts included in the measurement of lease liabilities:	2026		2025		2026		2025
Operating cash outflows from operating leases	$	166,716	$	142,172	$	476,662	$	403,749

	June 30, 2026
Weighted-average discount rate – operating lease		11.1	%
Weighted-average remaining lease term – operating lease (in years)		4.7

As of June 30, 2026, the expected annual minimum lease payments of the Company’s operating lease liabilities were as follows:

For the Years Ending September 30,
2026	$	183,760
2027		744,256
2028		762,609
2029		782,196
Thereafter		1,169,792
Total future minimum lease payments, undiscounted		3,642,613
Less: Imputed interest for leases in excess of one year		(804,805	)
Present value of future minimum lease payments		2,837,808
Less: Current portion of lease liabilities		(636,871	)
Total lease liabilities, less current portion	$	2,200,937

EQUITY (Tables)

9 Months Ended

Jun. 30, 2026

Equity [Abstract]

SCHEDULE OF CUMULATIVE OPTION ACTIVITY

A summary of cumulative option activity under the 2023 Stock Option Plans and the 2025 Equity Plan is as follows:

SCHEDULE OF CUMULATIVE OPTION ACTIVITY

	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, 2024		3,539,000		$	2.34		1.59	$	42,720
Options granted		1,184,300			28.01		—		—
Options forfeited		(5,300	)		28.32		—		—
Options exercised		(944,000	)		2.55		—		—
Outstanding – September 30, 2025		3,774,000		$	10.31		3.25	$	106,626
Options expired		(250,000	)		2.43		—		—
Options forfeited		(281,000	)		26.97		—		—
Options exercised		(2,140,000	)		2.17		—		—
Outstanding – June 30, 2026		1,103,000		$	23.63		6.83	$	3,719
Exercisable at the end of period		1,103,000		$	23.63		6.83	$	3,719

SCHEDULE OF RESTRICTED STOCK UNIT ACTIVITY

A summary of cumulative restricted stock unit activity under the 2025 Equity Plan is as follows:

	RSUs outstanding
	Number of shares			Weighted- average grant date fair value per share		Aggregate fair value (in thousands)
Outstanding –September 30, 2024		—		$	—	$	—
RSUs granted		350,748			29.18		10,235
Outstanding and unvested – September 30, 2025		350,748		$	29.18	$	10,235
RSUs granted		460,369			32.97		15,177
RSUs forfeited		(29,647	)		30.90		(916	)
RSUs vested (stock issued)		(148,772	)		29.18		—
Outstanding and unvested – June 30, 2026		632,698		$	25.79	$	16,318

SCHEDULE OF CUMULATIVE WARRANT ACTIVITY

A summary of cumulative warrant activity is as follows:

	Warrant Shares outstanding
				Weighted- average		Weighted- average
	Number of			exercise price		contractual term
	shares			per share		(in years)

Outstanding – September 30, 2024		817,864		$	17.28		4.79
Warrants issued		3,717,648			23.05		5.00
Warrants exercised		(1,408,193	)		16.71		-
Outstanding – September 30, 2025		3,127,319		$	24.40		4.12
Warrants exercised		(141,669	)		17.46		-
Outstanding – June 30, 2026		2,985,650			24.73		3.38

SHORT-TERM INVESTMENTS (Tables)

9 Months Ended

Jun. 30, 2026

Cash and Cash Equivalents [Abstract]

SCHEDULE OF FAIR VALUE OF SHORT TERM INVESTMENTS

The amortized costs and estimated fair values of the short-term investment portfolio were as follows as of June 30, 2026.

	Amortized Cost		Allowance for Credit Losses		Net Carrying Amount		Gross Unrealized Losses			Fair Value
U.S. Treasury obligations
Balance as of June 30, 2026		281,519,503		-		281,519,503		(262,993	)		281,256,510

- Definition

Tabular disclosure of investment in debt security measured at fair value with change in fair value recognized in other comprehensive income (available-for-sale).

+ References

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481800/320-10-50-3

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481800/320-10-50-9

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481800/320-10-50-2

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481800/320-10-50-2

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481800/320-10-50-2

Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (aa)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481800/320-10-50-2

Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (aaa)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481800/320-10-50-2

Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481800/320-10-50-2

Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481800/320-10-50-3

Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481800/320-10-50-3

Reference 11: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481800/320-10-50-3

Reference 12: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481800/320-10-50-3

+ Details

RIGHT-OF-USE ASSETS AND LEASE LIABILITIES (Tables)

9 Months Ended

Jun. 30, 2026

Right-of-use Assets And Lease Liabilities

SCHEDULE OF RIGHT OF USE ASSET AND LEASE LIABILITIES

	June 30, 2026			September 30, 2025
Right-of-use assets
Beginning of period	$	2,560,896		$	1,830,124
Additions		-			1,026,348
Right-of-use assets acquired in business acquisition		330,154			-
Amortization		(262,369	)		(295,576	)
End of period	$	2,628,681		$	2,560,896

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, 2026		September 30, 2025
Operating right-of-use assets	$	2,628,681	$	2,560,896
Operating lease liabilities, current		636,871		534,128
Operating lease liabilities, long term		2,200,937		2,261,414

SCHEDULE OF LEASE EXPENSE

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

SCHEDULE OF LEASE EXPENSE

Lease cost:	2026		2025		2026		2025

	Three Months Ended June 30,				Nine Months Ended June 30,
Lease cost:	2026		2025		2026		2025
Operating lease cost	$	168,771	$	157,559	$	483,889	$	436,480

SCHEDULE OF OTHER INFORMATION RELATED TO LEASES

Other information related to leases is presented below.

Cash paid for amounts included in the measurement of lease liabilities:	2026		2025		2026		2025
	Three Months Ended June 30,				Nine Months Ended June 30,
Cash paid for amounts included in the measurement of lease liabilities:	2026		2025		2026		2025
Operating cash outflows from operating leases	$	166,716	$	142,172	$	476,662	$	403,749

	June 30, 2026
Weighted-average discount rate – operating lease		11.1	%
Weighted-average remaining lease term – operating lease (in years)		4.7

SCHEDULE OF EXPECTED ANNUAL MINIMUM LEASE PAYMENTS

As of June 30, 2026, the expected annual minimum lease payments of the Company’s operating lease liabilities were as follows:

For the Years Ending September 30,
2026	$	183,760
2027		744,256
2028		762,609
2029		782,196
Thereafter		1,169,792
Total future minimum lease payments, undiscounted		3,642,613
Less: Imputed interest for leases in excess of one year		(804,805	)
Present value of future minimum lease payments		2,837,808
Less: Current portion of lease liabilities		(636,871	)
Total lease liabilities, less current portion	$	2,200,937

SCHEDULE OF RESTRICTED STOCK UNIT ACTIVITY (Details) - Restricted Stock Units (RSUs) [Member] - USD ($) $ / shares in Units, $ in Thousands			9 Months Ended	12 Months Ended
	Apr. 24, 2026	Nov. 13, 2025	Jun. 30, 2026	Sep. 30, 2025
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares, granted	36,603	423,766	20,000
2025 Equity Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares, outstanding, beginning			350,748
Weighted- average grant date fair value per share, outstanding beginning			$ 29.18
Aggregate intrinsic value, outstanding, beginning			$ 10,235
Number of shares, granted			460,369	350,748
Weighted- average grant date fair value per share, granted			$ 32.97	$ 29.18
Aggregate intrinsic value, granted			$ 15,177	$ 10,235
Number of shares, forfeited			(29,647)
Weighted- average grant date fair value per share, forfeited			$ 30.90
Aggregate intrinsic value, forfeited			$ (916)
Number of shares, vested			(148,772)
Weighted- average grant date fair value per share, vested			$ 29.18
Aggregate intrinsic value, granted
Number of shares, outstanding, ending			632,698	350,748
Weighted- average grant date fair value per share, outstanding ending			$ 25.79	$ 29.18
Aggregate intrinsic value, outstanding, ending			$ 16,318	$ 10,235

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

9 Months Ended

Jun. 30, 2026

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

NANO NUCLEAR ENERGY INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2026

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Cash Equivalents

Short-term Investments

Use of Estimates

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.

NANO NUCLEAR ENERGY INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2026

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Concentration of Risk

Credit Risk

Major Customers

For the period from May 22, 2026 to June 30, 2026 (commencing with the STS Acquisition Date), the following customers accounted for 10% or more of consolidated revenues:

	May 22, 2026 to June 30 2026
Customer A		25	%
Customer B		28	%
Customer C		16	%
Customer D		26	%
		95	%

As of June 30, 2026, three customers comprised of an aggregate of 91% of the total STS accounts receivable outstanding.

The loss of a major customer could adversely affect the revenues and accounts receivable attributable to the STS business and, as a result, the Company’s results of operations.

Revenue Recognition

	●	Identification of the contract, or contracts, with a customer;
	●	Identification of the performance obligations in the contract;
	●	Determination of the transaction price;
	●	Allocation of the transaction price to the performance obligations in the contract; and
	●	Recognition of revenue when, or as, the Company satisfies a performance obligation.

Cost of Revenue

Accounts Receivable

Prepaid Expenses

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

Property, Plant and Equipment

Long-Lived Assets

Goodwill

Intangible Assets

In-process Research and Development

Depreciation

NANO NUCLEAR ENERGY INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2026

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Land		Not depreciated
Buildings		20 years
Equipment		7 years
Furniture and fixtures		7 years
Computer equipment		3 - 5 years

Leases

Warrant Instruments

Investments in Equity – Related Party

Equity-Based Compensation

NANO NUCLEAR ENERGY INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2026

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Research and Development

Advertising Costs

Legal Contingencies

Income Taxes

NANO NUCLEAR ENERGY INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2026

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Net Loss per Share

Shares which have been excluded from diluted per share amounts because their effect would have been anti-dilutive are as follows as of June 30:

	2026		2025
Stock options		1,103,000		4,064,300
Warrants		2,985,650		3,477,612
Restricted share units		632,698		-
Total shares excluded		4,721,348		7,541,912

NANO NUCLEAR ENERGY INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2026

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Operating Segments

Recent Accounting Pronouncements

Recently Adopted

Issued but Not Yet Adopted

The Company considers the applicability and impact of all ASUs issued by the FASB.

There are no other accounting pronouncements which have been issued but are not yet effective that would have a material impact on the Company’s condensed consolidated financial statements.

SCHEDULE OF OTHER INFORMATION RELATED TO LEASES (Details) - USD ($)	3 Months Ended		9 Months Ended
	Jun. 30, 2026	Jun. 30, 2025	Jun. 30, 2026	Jun. 30, 2025
Right-of-use Assets And Lease Liabilities
Operating cash outflows from operating leases	$ 166,716	$ 142,172	$ 476,662	$ 403,749
Weighted-average discount rate - operating lease	11.10%		11.10%
Weighted-average remaining lease term - operating lease (in years)	4 years 8 months 12 days		4 years 8 months 12 days

SCHEDULE OF SHARES EXCLUDED FROM DILUTED PER SHARE AMOUNT (Details) - shares	9 Months Ended
	Jun. 30, 2026	Jun. 30, 2025
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total shares excluded	4,721,348	7,541,912
Share-Based Payment Arrangement, Option [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total shares excluded	1,103,000	4,064,300
Warrant [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total shares excluded	2,985,650	3,477,612
Restricted Stock Units (RSUs) [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total shares excluded	632,698

SCHEDULE OF FAIR VALUE OF ASSETS AND LIABILITIES ACQUIRED (Details)	Jun. 30, 2026 USD ($)
Assets Acquired:
Cash and cash equivalents	$ 180,774
Accounts receivable	301,918
Prepaid expenses	9,567
Property and equipment	85,015
Right-of-use asset	330,154
Customer relationships	4,470,000
Trade name	1,130,000
Total assets acquired	6,507,428
Liabilities Assumed:
Accounts payable and accrued expenses	117,695
Operating lease liability	330,154
Total liabilities assumed	447,849
Net assets acquired	6,059,579
Total purchase consideration	10,300,479
Goodwill	$ 4,240,900

SCHEDULE OF RIGHT OF USE ASSET AND LEASE LIABILITIES (Details) - USD ($)	9 Months Ended	12 Months Ended
	Jun. 30, 2026	Sep. 30, 2025
Right-of-use Assets And Lease Liabilities
Beginning of period	$ 2,560,896	$ 1,830,124
Additions		1,026,348
Right-of-use assets acquired in business acquisition	330,154
Amortization	(262,369)	(295,576)
End of period	$ 2,628,681	$ 2,560,896

Condensed Consolidated Balance Sheets - USD ($)	Jun. 30, 2026	Sep. 30, 2025
Current assets:
Cash and cash equivalents	$ 298,471,607	$ 203,265,052
Short-term investments	281,519,503
Accounts receivable, net	291,451	250,000
Prepaid and other current assets	3,359,164	902,861
Deposits, current	1,050,000	250,000
Marketable securities, at fair value	597,740
Total current assets	585,289,465	204,667,913
Deferred offering costs		300,000
Deposits, non-current	274,001	269,235
Property, plant and equipment, net	18,975,301	9,783,777
Right-of-use assets	2,628,681	2,560,896
Long-term investments, related party	2,000,000	2,000,000
Goodwill	4,240,900
Intangible assets	5,546,149
In-process research and development	9,075,045	9,075,045
Total assets	628,029,542	228,656,866
Current liabilities:
Accounts payable and accrued liabilities	4,714,743	1,314,596
Lease liabilities, current	636,871	534,128
Deferred acquisition consideration, current	933,571
Contingent consideration	1,107,000	1,978,000
Total current liabilities	7,392,185	3,826,724
Lease liabilities, non-current	2,200,937	2,261,414
Deferred acquisition consideration, non-current	2,405,905
Total liabilities	11,999,027	6,088,138
Stockholders’ equity
Preferred stock, $0.0001 par value; 25,000,000 authorized as of June 30, 2026 and September 30, 2025; none issued and outstanding as of June 30, 2026 and September 30, 2025
Common stock, $0.0001 par value; 275,000,000 authorized as of June 30, 2026 and September 30, 2025; 53,698,146 and 41,738,358 shares issued and outstanding as of June 30, 2026 and September 30, 2025, respectively	5,370	4,173
Additional paid-in capital	699,321,039	280,065,412
Accumulated deficit	(83,301,437)	(57,500,857)
Accumulated other comprehensive income	5,543
Total stockholders’ equity	616,030,515	222,568,728
Total liabilities and stockholders’ equity	$ 628,029,542	$ 228,656,866

SCHEDULE OF GOODWILL (Details)	9 Months Ended
SCHEDULE OF GOODWILL (Details)	Jun. 30, 2026 USD ($)
Intangible Asset, Goodwill and Other [Abstract]
Balance, October 1, 2025
Goodwill acquired	4,240,900
Goodwill, impairment loss
Balance, June 30, 2025	$ 4,240,900

- Definition

Amount, after accumulated impairment loss, of asset representing future economic benefit arising from other asset acquired in business combination or from joint venture formation or both, that is not individually identified and separately recognized.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
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-Name Accounting Standards Codification
-Section S45
-Paragraph 1
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+ Details

- Definition

Amount of impairment loss from asset representing future economic benefit arising from other asset acquired in business combination or from joint venture formation or both, that is not individually identified and separately recognized.

+ References + Details

LONG-TERM INVESTMENTS, RELATED PARTY (Details Narrative)	9 Months Ended
	Jun. 30, 2026 USD ($) ft²	Jan. 31, 2026 ft²	Sep. 30, 2025 USD ($)	Jul. 31, 2025 ft²	Jul. 31, 2025 a	Aug. 31, 2024 USD ($)	Aug. 31, 2024 ft²	Aug. 31, 2024 a
Investment	$ 2,000,000		$ 2,000,000
Area of land	7,000	11,430		23,537	2.75		14,000	1.64
Lease payment	$ 7,000
LIS Technologies Inc [Member]
Equity method investment						$ 2,000,000
Investment						$ 11,880,000

- Definition

This item represents the carrying amount on the entity's balance sheet of its investment in common stock of an equity method investee. This is not an indicator of the fair value of the investment, rather it is the initial cost adjusted for the entity's share of earnings and losses of the investee, adjusted for any distributions (dividends) and other than temporary impairment (OTTI) losses recognized.

+ References + Details

SCHEDULE OF STRAIGHT LINE METHOD BASED ON ESTIMATED USEFUL LIVES (Details)	Jun. 30, 2026
Property, Plant, and Equipment [Line Items]
Property, Plant, and Equipment, Useful Life, Term, Description [Extensible Enumeration]	Useful Life, Lease Term [Member]
Building [Member]
Property, Plant, and Equipment [Line Items]
Estimated useful life	20 years
Equipment [Member]
Property, Plant, and Equipment [Line Items]
Estimated useful life	7 years
Furniture and Fixtures [Member]
Property, Plant, and Equipment [Line Items]
Estimated useful life	7 years
Computer Equipment [Member] \| Minimum [Member]
Property, Plant, and Equipment [Line Items]
Estimated useful life	3 years
Computer Equipment [Member] \| Maximum [Member]
Property, Plant, and Equipment [Line Items]
Estimated useful life	5 years

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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+ Details

ACQUISITION OF ALIP TECHNOLOGY

9 Months Ended

Jun. 30, 2026

Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]

ACQUISITION OF ALIP TECHNOLOGY

11. 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 agreed to collaborate with the Company as a consultant on further development of the ALIP technology with a view toward achieving SBIR Phase III Award status.

As part of this transaction, Dr. Maidana assigned to the Company 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 specific timetables. The Company anticipated that the completion of the SBIR Phase III project would occur, and therefore had calculated the contingent consideration at the closing price of the Common Stock on the date of ALIP Acquisition. The ALIP Acquisition was accounted for as an acquisition of in-process R&D that was fully expensed on the acquisition date as R&D costs.

NANO NUCLEAR ENERGY INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2026

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

SCHEDULE OF ALIP ACQUISITION

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

At June 30, 2026, the contingent cash and Common Stock obligation was revalued to its fair value of $1,107,000 based on the closing price of the Common Stock on June 30, 2026, which resulted in a revaluation expense of $33,000 for the three months ended June 30, 2026 and a revaluation recovery of $871,000 for the nine months ended June 30, 2026. At June 30, 2025, the contingent cash and common shares obligation was revalued to its fair value of $1,774,500 based on the closing price of the Common Stock on June 30, 2025, which resulted in a revaluation expense of $401,500 and $1,004,000 for the three and nine months ended June 30, 2025, respectively.

PROPERTY, PLANT AND EQUIPMENT

9 Months Ended

Jun. 30, 2026

Property, Plant, and Equipment [Abstract]

PROPERTY, PLANT AND EQUIPMENT

6. PROPERTY, PLANT AND EQUIPMENT

	June 30, 2026			September 30, 2025
	Land, buildings and leasehold improvements			Land, buildings and leasehold improvements
Cost
Beginning of period	$	10,149,332		$	1,700,000
Additions – land		892,587			330,000
Additions – building		4,728,236			4,000,234
Additions – leasehold improvements		-			3,103,000
Additions – construction in progress		4,206,686			1,016,098
Assets acquired in business acquisition		85,015			-
End of period		20,061,856			10,149,332

Accumulated depreciation
Beginning of period		(365,555	)		(10,393	)
Depreciation of building		(307,788	)		(133,975	)
Depreciation of leasehold improvements		(410,775	)		(221,187	)
Depreciation of assets acquired in business combination		(2,437	)		-
End of period		(1,086,555	)		(365,555	)

Total property, plant and equipment, net	$	18,975,301		$	9,783,777

In August 2024, the Company purchased a 1.64-acre land package in the historic Heritage Center Industrial Park in Oak Ridge, Tennessee, for $1.7 million. The purchase included a 14,000 sq. ft., 2-story building to house the Company’s Nuclear Technology Branch. Depreciation was $90,408 and $65,095 for the nine months ended June 30, 2026 and 2025, respectively.

In July 2025, the Company purchased a 2.75-acre land package in Oak Brook, Illinois, for $3.5 million. The purchase included a 23,537 sq. ft. building to serve as a regional demonstration and office facility to support the development of the Company’s KRONOS MMR™ Microreactor Energy System. Depreciation was $118,875 and $nil for the nine months ended June 30, 2026 and 2025, respectively.

In January 2026, the Company acquired a commercial property covering 11,430 sq. ft. in Manhattan, New York, for $5.6 million to serve as additional office space. The purchase price was allocated between the depreciable office space and the associated non-depreciable fractional interest in the land. Depreciation expense for the property was $98,505 and $0 for the nine months ended June 30, 2026 and 2025, respectively.

In May 2026, the Company completed the acquisition of STS (Note 8). The acquired assets included property and equipment with an acquisition-date fair value of $85,015, consisting of leasehold improvements of $41,302, equipment of $19,884, furniture and fixtures of $17,865 and computer equipment of $5,964. These assets were recorded at their acquisition-date fair values with no carryover of the acquiree’s accumulated depreciation. Depreciation was $2,437 and $nil for the nine months ended June 30, 2026 and 2025, respectively, reflecting depreciation from May 22, 2026 (the STS Acquisition Date) through June 30, 2026.

- Definition

The entire disclosure for property, plant, and equipment. Includes, but is not limited to, land and land improvement; building; machinery and equipment; furniture and fixture; and work of art, historical treasure, or similar asset classified as collection.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 360
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-Name Accounting Standards Codification
-Section 50
-Paragraph 3
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+ Details

PROPERTY, PLANT AND EQUIPMENT (Details Narrative)	9 Months Ended
PROPERTY, PLANT AND EQUIPMENT (Details Narrative)	Jun. 30, 2026 USD ($) ft²	Jun. 30, 2025 USD ($)	May 31, 2026 USD ($)	Jan. 31, 2026 USD ($) ft²	Jul. 31, 2025 USD ($)	Jul. 31, 2025 ft²	Jul. 31, 2025 a	Aug. 31, 2024 USD ($)	Aug. 31, 2024 ft²	Aug. 31, 2024 a
Area of land	7,000			11,430		23,537	2.75		14,000	1.64
Money spend on acquisition of land				$ 5,600,000	$ 3,500,000			$ 1,700,000
Depreciation	$ 721,000	$ 147,853
Property and equipment acquisition fair value			$ 85,015
Leasehold improvements			41,302
Equipment gross			19,884
Furniture and fixtures gross			17,865
Computer equipment gross			$ 5,964
Nuclear Technology Headquaters [Member]
Depreciation	90,408	65,095
KRONOSMMR Microreactor Energy System [Member]
Depreciation	118,875
Manhatton New York [Member]
Depreciation	98,505
STS Acquisition [Member]
Depreciation	$ 2,437

EQUITY (Details Narrative) - USD ($)																		3 Months Ended		4 Months Ended	6 Months Ended	9 Months Ended		12 Months Ended
EQUITY (Details Narrative) - USD ($)	May 22, 2026	Apr. 24, 2026	Nov. 13, 2025	Oct. 10, 2025	Oct. 07, 2025	Jul. 25, 2025	Jun. 03, 2025	May 26, 2025	Mar. 13, 2025	Mar. 06, 2025	Nov. 24, 2024	Oct. 29, 2024	Oct. 23, 2024	Jul. 18, 2024	Jul. 15, 2024	May 22, 2024	May 07, 2024	Jun. 30, 2026	Jun. 30, 2025	Jun. 07, 2023	Jun. 30, 2026	Jun. 30, 2026	Jun. 30, 2025	Sep. 30, 2025	Sep. 30, 2024
Subsidiary, Sale of Stock [Line Items]
Common stock, shares authorized																		275,000,000			275,000,000	275,000,000		275,000,000
Preferred stock, shares authorized																		25,000,000			25,000,000	25,000,000		25,000,000
Preferred stock, par value																		$ 0.0001			$ 0.0001	$ 0.0001		$ 0.0001
Common stock, shares outstanding																		0			0	0		0
Issuance of shares	10,364,476
Additional paid in capital issuance costs																		$ 1,154,250	$ 6,017,700			$ 22,674,963	$ 15,076,556
Market price per share																		$ 373,250,000			$ 373,250,000	$ 373,250,000
Net proceeds from issuance of common stock																						$ 426,750,033	206,400,015
Stock issuance costs																						22,674,963	15,076,556
Proceds from private placement																		$ 26,750,000				$ 26,750,000
Cash fee percentage																						2.50%
Sale of common stock																		1,000,000				1,000,000
Sale of stock, price per share																		$ 26.75			$ 26.75	$ 26.75
Offerring costs																						$ 1,154,250
Sales agent commissions																						668,750
Legal costs																						100,000
Deferred offering costs																		$ 385,500			$ 385,500	385,500
Proceeds from offerring costs																						$ 25,595,750
Common stock, par value																		$ 0.0001			$ 0.0001	$ 0.0001		$ 0.0001
Weighted average shares																						632,698		1,184,300
Shares stock option exercised																						2,140,000		944,000
Exercise prices																						$ 2.17		$ 2.55
Cash proceeds																						$ 4,650,000	$ 2,284,500
Exercise price																		$ 23.63			$ 23.63	$ 23.63		$ 10.31	$ 2.34
Weighted average fair value per share																						$ 25.79
2023 Stock Option Plan [Member]
Subsidiary, Sale of Stock [Line Items]
Common stock available for issuance																				679,440
Share based compensation description																				This amount may increase annually on January 1 each year beginning on January 1, 2026 to January 1, 2035, by an amount equal to the lesser of (i) 5% of the Common Stock outstanding on the last day of the immediately preceding calendar year and (ii) such smaller number of shares of Common Stock as determined by the board of directors (the “Board”) or a committee of the Board. The shares of Common Stock subject to the 2025 Equity Plan may be authorized, but unissued, or reacquired shares
Restricted Stock Units (RSUs) [Member]
Subsidiary, Sale of Stock [Line Items]
Market price per share		$ 24.48	$ 33.70
Restricted stock units, granted		36,603	423,766																			20,000
Restricted stock units, fair value		$ 896,041	$ 14,280,914
Restricted stock units, percent							50.00%											100.00%			100.00%	100.00%
Restricted stock units remaining vest, percent							50.00%
Stock compensation expense																						$ 6,446,444
RSU unrecognized compensation																		$ 17,547,026			$ 17,547,026	$ 17,547,026
Restricted Stock Units (RSUs) [Member] \| One Third Grant Date Anniversary [Member]
Subsidiary, Sale of Stock [Line Items]
Restricted stock units, one-third vested			392,694
Restricted Stock Units (RSUs) [Member] \| Grant Date Anniversary [Member]
Subsidiary, Sale of Stock [Line Items]
Restricted stock units, one-third vested			11,872
Restricted Stock Units (RSUs) [Member] \| Six Month Grant Date Anniversary [Member]
Subsidiary, Sale of Stock [Line Items]
Restricted stock units, one-third vested							19,200
2025 Equity Incentive Plan [Member]
Subsidiary, Sale of Stock [Line Items]
Common stock available for issuance																				4,750,000
Common stock available for issuance																		7,126,412			7,126,412	7,126,412
2023 Stock Option Plans [Member]
Subsidiary, Sale of Stock [Line Items]
Weighted average shares																					5,316,300
Restricted stock units, granted																					811,117
Securities Purchase Agreement [Member]
Subsidiary, Sale of Stock [Line Items]
Exercise price											$ 26.00
Market price per share					$ 47.11						$ 24.00
Proceds from private placement											$ 60,000,048
Warrants term											5 years
Cash fee percentage				5.00%							6.00%
Non accountable expense allowance percentage											1.00%
Legal expenses				$ 200,000							$ 175,000
Sale of common stock					8,490,767
Common stock, par value					$ 0.0001
2025 ATM Agreement [Member] \| Maximum [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of stock offering price						$ 400,000,000
Lead Managing Underwriter [Member]
Subsidiary, Sale of Stock [Line Items]
Warrant issued														63,000
Common Stock [Member]
Subsidiary, Sale of Stock [Line Items]
Issuance of shares																		1,000,000	3,888,889			9,490,767	8,824,183
Purchase of warrants													105,882
Additional paid in capital issuance costs
Net proceeds from issuance of common stock													$ 32,300,000
Warrants exercised													105,882
Weighted average shares										338,000
Shares stock option exercised																		445,000	266,000			2,140,000	904,000
Exercise price										$ 26.97
Expiry date									Mar. 13, 2035	Mar. 06, 2035
Shares vested stock option									765,000
Vested stock option																						$ 580,494	$ 17,098,546
Common Stock [Member] \| Maximum [Member]
Subsidiary, Sale of Stock [Line Items]
Exercise prices																						$ 3.00	$ 3.00
Common Stock [Member] \| Minimum [Member]
Subsidiary, Sale of Stock [Line Items]
Exercise prices																						$ 1.50	$ 1.50
Common Stock [Member] \| Securities Purchase Agreement [Member]
Subsidiary, Sale of Stock [Line Items]
Issuance of shares											2,500,002
Purchase of warrants											2,500,002
Common Stock [Member] \| Lead Managing Underwriter [Member]
Subsidiary, Sale of Stock [Line Items]
Issuance of shares														63,000
Market price per share														$ 25.00
Stock issuance costs														$ 2,091,424
Common Stock One [Member]
Subsidiary, Sale of Stock [Line Items]
Exercise price									$ 28.32
Shares vested stock option									55,000
Common Stock Two [Member]
Subsidiary, Sale of Stock [Line Items]
Exercise price									$ 28.32
Expiry date									Mar. 13, 2030
Shares vested stock option									5,300
IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Issuance of shares																	2,562,500
Price per share																	$ 4.00
Proceeds from issuance initial public offering																	$ 10,250,000
Net proceeds																	$ 9,000,000.0
Purchase of warrants																179,375
Exercise price																$ 5.00
Additional paid in capital issuance costs																									$ 1,538,405
IPO [Member] \| Common Stock [Member]
Subsidiary, Sale of Stock [Line Items]
Purchase of warrants																179,375
Over-Allotment Option [Member]
Subsidiary, Sale of Stock [Line Items]
Issuance of shares																	384,375
Proceeds from issuance initial public offering																$ 1,537,500
Net proceeds																$ 1,400,000
Over-Allotment Option [Member] \| Common Stock [Member]
Subsidiary, Sale of Stock [Line Items]
Issuance of shares													158,823
Purchase of warrants													317,646
Gross proceeds from issuance of common stock												$ 5,400,000
Net proceeds from issuance of common stock												$ 4,900,000
Purchase of common stock													317,646
July 2024 Firm Commitment Public Offering [Member]
Subsidiary, Sale of Stock [Line Items]
Issuance of shares															900,000
Warrants to purchase shares															900,000
Market price per share															$ 20.00
July 2024 Firm Commitment Public Offering [Member] \| Common Stock [Member]
Subsidiary, Sale of Stock [Line Items]
Issuance of shares															900,000
Warrant issued															450,000
Gross proceeds from issuance of common stock															$ 18,000,000
Net proceeds from issuance of common stock															$ 16,100,000
July 2024 Follow On Overallotment Warrants [Member] \| Common Stock [Member]
Subsidiary, Sale of Stock [Line Items]
Warrant issued															67,500
Gross proceeds from issuance of common stock														2,700,000
Net proceeds from issuance of common stock														$ 2,500,000
Purchase of common stock															135,000
July 2024 Follow on Overallotment Warrant [Member]
Subsidiary, Sale of Stock [Line Items]
Warrants to purchase shares															135.0000
October 2024 Follow On Offering [Member]
Subsidiary, Sale of Stock [Line Items]
Issuance of shares													2,117,646
Price per share													$ 17.00
Warrants to purchase shares													2,117,646
Gross proceeds from issuance of common stock													$ 36,000,000
October 2024 Follow On Offering [Member] \| Common Stock [Member]
Subsidiary, Sale of Stock [Line Items]
Issuance of shares													2,117,646
Purchase of warrants													1,058,823
October 2024 Follow On Over Allotment Option [Member]
Subsidiary, Sale of Stock [Line Items]
Exercise price													$ 21.25
Warrant expiry													Oct. 29, 2029
October 2024 Follow On Over Allotment Option [Member] \| Common Stock [Member]
Subsidiary, Sale of Stock [Line Items]
Purchase of warrants													15,882
Warrants exercised													15,882
Private Placement [Member]
Subsidiary, Sale of Stock [Line Items]
Proceds from private placement																						$ 404,000,000
Private Placement [Member] \| Securities Purchase Agreement [Member]
Subsidiary, Sale of Stock [Line Items]
Proceds from private placement				$ 378,500,000							$ 55,122,000
Proceds from private placement , gross					$ 400,000,000
Private Placement [Member] \| May 2025 Placement Agency Agreement [Member]
Subsidiary, Sale of Stock [Line Items]
Legal expenses								$ 150,000
May 2025 Private Placement [Member] \| Securities Purchase Agreement [Member]
Subsidiary, Sale of Stock [Line Items]
Net proceeds								$ 99,000,000
Market price per share								$ 27.00
Proceds from private placement								$ 105,000,003
Cash fee percentage								5.00%
Sale of common stock								3,888,889

SCHEDULE OF CUMULATIVE WARRANT ACTIVITY (Details) - Warrant [Member] - $ / shares	9 Months Ended	12 Months Ended
	Jun. 30, 2026	Sep. 30, 2025	Sep. 30, 2024
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of warrant shares, outstanding, beginning	3,127,319	817,864
Weighted average exercise price per share, outstanding, beginning	$ 24.40	$ 17.28
Weighted average contractual term (in years), outstanding	3 years 4 months 17 days	4 years 1 month 13 days	4 years 9 months 14 days
Number of shares warrants issued		3,717,648
Weighted average exercise price per share, issued		$ 23.05
Weighted average contractual term (in years), outstanding, warrant issued		5 years
Number of shares warrants exercised	(141,669)	(1,408,193)
Weighted average exercise price per share, exercised	$ 17.46	$ 16.71
Number of warrant shares, outstanding, Ending	2,985,650	3,127,319	817,864
Weighted average exercise price per share, outstanding, ending	$ 24.73	$ 24.40	$ 17.28

ACQUISITION OF ALIP TECHNOLOGY (Details Narrative) $ in Thousands					3 Months Ended		9 Months Ended
	Aug. 14, 2025 CAD ($)	Jan. 10, 2025 USD ($)	Dec. 18, 2024 USD ($)	Jun. 21, 2024 USD ($) shares	Jun. 30, 2026 USD ($)	Jun. 30, 2025 USD ($)	Jun. 30, 2026 USD ($)	Jun. 30, 2025 USD ($)
Asset Acquisition [Line Items]
Total purchase price	$ 650	$ 8,500,000	$ 8,500,000				$ 8,500,000
Contingent consideration					$ 1,107,000	$ 1,774,500	1,107,000	$ 1,774,500
Revaluation expense					$ 33,000	$ 401,500	$ 871,000	$ 1,004,000
ALIP Technology [Member]
Asset Acquisition [Line Items]
Number of shares issued for acquisitions \| shares				50,000
Cash consideration				$ 50,000
Total purchase price				$ 1,673,000
ALIP Technology [Member] \| Dr Maidana [Member]
Asset Acquisition [Line Items]
Number of shares issued for acquisitions \| shares				50,000
Cash consideration				$ 50,000

- Definition

Number of shares of stock issued during the period pursuant to acquisitions.

+ References

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-2

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-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 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section S50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480070/505-10-S50-1

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
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-SubTopic 10
-Name Accounting Standards Codification
-Section S45
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480100/505-10-S45-3

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
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-SubTopic 10
-Name Accounting Standards Codification
-Section S45
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480100/505-10-S45-2

Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(28))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1

Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
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-Name Accounting Standards Codification
-Section S45
-Paragraph 1
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Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 942
-SubTopic 210
-Name Accounting Standards Codification
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-Paragraph 1
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-URI https://asc.fasb.org/1943274/2147478546/942-210-S99-1

Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef
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-Name Accounting Standards Codification
-Section S99
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Reference 11: http://www.xbrl.org/2009/role/commonPracticeRef
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-SubTopic 10
-Name Accounting Standards Codification
-Section S99
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Reference 12: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S50
-Paragraph 11
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480657/210-10-S50-11

+ Details

INTANGIBLE ASSETS AND GOODWILL (Tables)

9 Months Ended

Jun. 30, 2026

Intangible Asset, Goodwill and Other [Abstract]

SCHEDULE OF GOODWILL

The following presents the changes in the carrying amount of goodwill corresponding to the STS Acquisition for the nine months ended June 30, 2026:

SCHEDULE OF GOODWILL

	Carrying Amount
Balance, October 1, 2025	$	-
Goodwill acquired – STS Acquisition		4,240,900
Impairment losses		-
Balance, June 30, 2026	$	4,240,900

SCHEDULE OF CARRYING AMOUNT OF INTANGIBLE ASSETS

As of June 30, 2026, the preliminary gross carrying amount of intangible assets acquired from STS Acquisition, accumulated amortization, and net book value, consisted of the following:

	Estimated Useful Life		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Customer relationships		16	$	4,470,000	$	(29,769	)	$	4,440,231
Trade name		5		1,130,000		(24,082	)		1,105,918
Total			$	5,600,000	$	(53,851	)	$	5,546,149

SCHEDULE OF FUTURE AMORTIZATION EXPENSE OF INTANGIBLE ASSETS ACQUIRED

The future amortization expense of the acquired intangible assets, to be recognized over a weighted average period of approximately 14 years, as of June 30, 2026 is as follows:

Year ending September 30,
2026 (remaining)	$	126,344
2027		505,375
2028		505,375
2029		505,375
2030		505,375
Thereafter		3,398,305
Total	$	5,546,149

- Definition

Tabular disclosure of goodwill.

+ References

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (b)
-Publisher FASB
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Reference 2: http://www.xbrl.org/2003/role/exampleRef
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-SubTopic 20
-Name Accounting Standards Codification
-Section 55
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Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
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-SubTopic 20
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Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
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-Paragraph 1
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Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 12: http://www.xbrl.org/2009/role/commonPracticeRef
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-Name Accounting Standards Codification
-Section 50
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-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1A

+ Details

OTHER INCOME (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
OTHER INCOME (Details Narrative) - USD ($)	Jun. 30, 2026	Jun. 30, 2025	Jun. 30, 2026	Jun. 30, 2025
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Interest Income (Expense), Operating	$ 4,978,577	$ 1,526,690	$ 14,827,389	$ 3,474,321
Net Investment Income	21,000		63,000
Interest Income, Other	374,150	21,000	446,000	63,000
Investment Income, Interest			250,000
Other Operating Income			5,000
Interest Income, Operating		$ 250,000		$ 250,000
Consulting Services [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Other Operating Income	$ 124,150		$ 191,000

- Definition

Amount of operating interest income, including, but not limited to, amortization and accretion of premiums and discounts on securities.

+ References

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-Section S99
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+ Details

- Definition

Amount, after investment expense, of income earned from investments in securities and real estate. Includes, but is not limited to, real estate investment, policy loans, dividends, and interest. Excludes realized gain (loss) on investments.

+ References + Details

ACQUISITION OF ALIP TECHNOLOGY (Tables)

9 Months Ended

Jun. 30, 2026

Business Combination, Asset Acquisition, Transaction between Entities under Common Control, 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 was comprised of the following:

SCHEDULE OF ALIP ACQUISITION

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

- Definition

Tabular disclosure of business combination. Includes, but is not limited to, recognized asset and liability.

+ References + Details

SCHEDULE OF CONCENTRATION OF RISK FACTOR (Details) - Revenue Benchmark [Member] - Revenue from Rights Concentration Risk [Member]	1 Months Ended
	Jun. 30, 2026
Customer A [Member]
Product Information [Line Items]
Concentration risk, percentage	25.00%
Customer B [Member]
Product Information [Line Items]
Concentration risk, percentage	28.00%
Customer C [Member]
Product Information [Line Items]
Concentration risk, percentage	16.00%
Customer D [Member]
Product Information [Line Items]
Concentration risk, percentage	26.00%
Customer [Member]
Product Information [Line Items]
Concentration risk, percentage	95.00%

- Definition

For an entity that discloses a concentration risk in relation to quantitative amount, which serves as the "benchmark" (or denominator) in the equation, this concept represents the concentration percentage derived from the division.

+ References + Details

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Jun. 30, 2026	Sep. 30, 2025
Statement of Financial Position [Abstract]
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	25,000,000	25,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	275,000,000	275,000,000
Common stock, shares issued	53,698,146	41,738,358
Common stock, shares outstanding	53,698,146	41,738,358

- Definition

Number of shares of common stock outstanding. Common stock represent the ownership interest in a corporation.

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The maximum number of nonredeemable preferred shares (or preferred stock redeemable solely at the option of the issuer) permitted to be issued by an entity's charter and bylaws.

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- Definition

Number of shares issued for nonredeemable preferred shares and preferred shares redeemable solely at option of issuer. Includes, but is not limited to, preferred shares issued, repurchased, and held as treasury shares. Excludes preferred shares classified as debt.

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- Definition

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+ Details

STS BUSINESS ACQUISITION

9 Months Ended

Jun. 30, 2026

Sts Business Acquisition

STS BUSINESS ACQUISITION

8. STS BUSINESS ACQUISITION

On May 22, 2026 (the STS Acquisition Date), the Company and its wholly-owned subsidiary AFT entered into a Membership Interest Purchase Agreement with Mr. Boyd, Onium and STS, pursuant to which the Sellers agreed to sell to the AFT and the AFT agreed to purchase from the Sellers 100% of the issued and outstanding membership interests of STS. The closing of the STS Acquisition occurred on the STS Acquisition Date.

Pursuant to the Membership Interest Purchase Agreement, the Company and AFT agreed to pay up to $13.0 million in total consideration for STS, consisting of (i) approximately $6.0 million in cash (the “Closing Cash Consideration”), subject to adjustment under certain conditions within 180 days following the STS Acquisition Date, which adjustment may increase or decrease the Closing Cash Consideration by up to $0.5 million (“Adjustment Cap,” to be held in an Escrow Account); (ii) $1.0 million in the Company’s restricted shares of common stock at the STS Acquisition Date, with the number of shares issuable determined based on the ten-day volume weighted average price of the common stock (“VWAP”) as of the date immediately preceding the STS Acquisition Date (“Closing Stock Consideration”); and (iii) an aggregate of $6.0 million of common stock payable in five installments of $1.4 million, $1.4 million, $1.4 million, $1.4 million, $0.4 million, respectively, on each of the first, second, third, fourth and fifth anniversaries of the STS Acquisition Date (the “Anniversary Stock Consideration,” and together with the Closing Stock Consideration, the “Aggregate Stock Consideration”), with the number of shares issuable for each installment determined based on the applicable ten-day VWAP as of the date immediately preceding the applicable payment dates; provided, however, that in no event shall more than an aggregate of 10,364,476 shares of common stock be issuable to the Sellers pursuant to the Membership Interest Purchase Agreement. Of such Anniversary Stock Consideration, an aggregate of $2.0 million worth of common stock shall be allocated ratably among the first, second, third, fourth and fifth anniversaries of the STS Acquisition Date (or in such other allocation amounts as may be agreed upon by the parties in writing) as deferred stock consideration (the “Deferred Stock Consideration”), the issuance of which shall be subject to certain conditions, including Mr. Boyd’s continued employment with the Company or its affiliates and compliance by each of the Sellers with a restrictive covenant agreement entered into as of the STS Acquisition Date.

NANO NUCLEAR ENERGY INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2026

8. STS BUSINESS ACQUISITION (Continued)

Since the Deferred Stock Consideration is contingent on Mr. Boyd’s continued employment with STS, this will be reflected as a post-combination compensation expense and is not considered to be part of the purchase consideration.

The purchase consideration consisted of the following:

SCHEDULE OF PURCHASE CONSIDERATION


Cash	$	5,957,082
Common stock		1,031,270
Consideration payable, net of discount		3,312,127
Total purchase consideration	$	10,300,479

As a result of the transaction, STS became a wholly owned subsidiary of the Company. The transaction represents a change-in-control event and was accounted for as a business combination under ASC Topic 805, “Business Combinations”, using the acquisition method, whereby the assets acquired and liabilities assumed are recorded at their acquisition-date fair values. The results of operations of STS were included in the unaudited consolidated financial statements from the STS Acquisition Date. The following table summarizes the preliminary fair values of the assets acquired and liabilities assumed by the Company as of the acquisition date:

Assets Acquired:
Cash and cash equivalents	$	180,774
Accounts receivable		301,918
Prepaid expenses		9,567
Property and equipment		85,015
Right-of-use asset		330,154
Customer relationships		4,470,000
Trade name		1,130,000
Total assets acquired	$	6,507,428

Liabilities Assumed:
Accounts payable and accrued expenses	$	117,695
Operating lease liability		330,154
Total liabilities assumed		447,849

Net assets acquired	$	6,059,579
Total purchase consideration	$	10,300,479
Goodwill	$	4,240,900

The preliminary purchase price allocation is subject to refinement during the measurement period, which may extend up to one year from the STS Acquisition Date. Measurement-period adjustments related to facts and circumstances that existed as of the STS Acquisition Date, if any, are recorded retrospectively as adjustments to goodwill.

Goodwill of $4,240,900 represents the excess of the consideration transferred over the fair value of the net assets acquired. The goodwill arising from the STS Acquisition transaction is primarily attributable to STS’ experienced workforce, and ability to generate future growth through expansion of service offerings. Goodwill is not deductible for tax purposes.

The results of operations of the acquired business have been included in the unaudited consolidated financial statements from the STS Acquisition Date of May 22, 2026. For the period from May 22, 2026 through June 30, 2026, the Company recorded approximately $214,000 of revenues and a net loss of approximately $94,000, which are presented within the unaudited consolidated statement of operations and reflect the impact of the STS Acquisition in the current reporting period.

NANO NUCLEAR ENERGY INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2026

OPERATING LEASE, RELATED PARTY (Details Narrative)	9 Months Ended
OPERATING LEASE, RELATED PARTY (Details Narrative)	Jun. 30, 2026 USD ($)
Operating Lease Related Party
Lease payment	$ 8,522
Operating lease, description	The rental payments over the extension period are based on the monthly rate of $8,522 in effect at the commencement of the lease extension and will increase by 3.0% in the first extended year and annually thereafter.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

9 Months Ended

Jun. 30, 2026

Accounting Policies [Abstract]

SCHEDULE OF CONCENTRATION OF RISK FACTOR

	May 22, 2026 to June 30 2026
Customer A		25	%
Customer B		28	%
Customer C		16	%
Customer D		26	%
		95	%

SCHEDULE OF STRAIGHT LINE METHOD BASED ON ESTIMATED USEFUL LIVES

Land		Not depreciated
Buildings		20 years
Equipment		7 years
Furniture and fixtures		7 years
Computer equipment		3 - 5 years

SCHEDULE OF SHARES EXCLUDED FROM DILUTED PER SHARE AMOUNT

Shares which have been excluded from diluted per share amounts because their effect would have been anti-dilutive are as follows as of June 30:

	2026		2025
Stock options		1,103,000		4,064,300
Warrants		2,985,650		3,477,612
Restricted share units		632,698		-
Total shares excluded		4,721,348		7,541,912

SCHEDULE OF FAIR VALUE OF SHORT TERM INVESTMENTS (Details) - US Treasury Securities [Member]	Jun. 30, 2026 USD ($)
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items]
Debt Securities, Available-for-Sale, Amortized Cost	$ 281,519,503
Debt Securities, Available-for-Sale, Accrued Interest, after Allowance for Credit Loss, Current
Debt Securities, Available-for-Sale	281,519,503
Debt Securities, Available-for-Sale, Accumulated Gross Unrealized Loss, before Tax	(262,993)
Debt Securities, Held-to-Maturity, Fair Value	$ 281,256,510

- Definition

Amortized cost of investment in debt security measured at fair value with change in fair value recognized in other comprehensive income (available-for-sale).

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+ Details

- Definition

Fair value of investment in debt security measured at amortized cost (held-to-maturity).

+ References

+ Details

Cover - shares	9 Months Ended
Cover - shares	Jun. 30, 2026	Aug. 10, 2026
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Jun. 30, 2026
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2026
Current Fiscal Year End Date	--09-30
Entity File Number	001-42044
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
Title of 12(b) Security	Common stock, par value $0.0001 per share
Trading Symbol	NNE
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		53,698,146

USNC ASSET ACQUISITION (Tables)

9 Months Ended

Jun. 30, 2026

Usnc Asset Acquisition

SCHEDULE OF ALLOCATION OF CONSIDERATION

The fair value allocation of the consideration transferred is as follows:

SCHEDULE OF ALLOCATION OF CONSIDERATION

	Total
Cash consideration paid	$	8,500,000
Less: Value of Consent Assets (subject to Canadian Consents) held in escrow		(250,000	)
Add: Assumed liabilities related to Designated Contracts (excluding Canadian Contracts)		825,045
Total fair value of Acquired IPR&D Assets	$	9,075,045

OPERATING LEASE, RELATED PARTY

9 Months Ended

Jun. 30, 2026

Operating Lease Related Party

OPERATING LEASE, RELATED PARTY

13. OPERATING LEASE, RELATED PARTY

As part of the STS Acquisition, NANO acquired a noncancelable lease agreement for office space in Winder, Georgia that is used and occupied by STS. The office space is owned by an entity controlled by Mr. Boyd, a related party.

The lease agreement provides the right to receive substantially all of the economic benefits from the use of the office and the right to direct the use of the space. Thus, the lease agreement was deemed to contain a lease. On the date of the STS Acquisition, the Company recorded a right-of-use asset and lease liability for the present value of the future lease payments at the lease commencement. The interest rate used to determine the present value was based on an estimated incremental borrowing rate of 7.00% after considering market interest rates for collateralized loans.

This lease, originally signed in January 2025 between Onium as lessor and STS as lessee, as amended in May 2026 as a result of the STS Acquisition, has an initial term through December 31, 2027, and includes an additional 5-year automatic extension provided there is no default thereunder, which would extend the lease term through December 31, 2032. The automatic extension was from the lease commencement and were included in the initial right-of-use asset and operating lease liability balances. Monthly lease payments of $8,522 are required on the initial lease term. Annual rents increase based on the consumer price index at each renewal option period. The rental payments over the extension period are based on the monthly rate of $8,522 in effect at the commencement of the lease extension and will increase by 3.0% in the first extended year and annually thereafter.