Material Event Form 8 K

Item 8.01 Other Events.

As previously reported, on October 25, 2024, NANO Nuclear Energy Inc. (the "Company") consummated a firm commitment underwritten public offering (the "Offering") of units of the Company, consisting of an aggregate of 2,117,646 shares of the Company's common stock, par value $0.0001 per share (the "Common Stock") and 2,117,646 2024 B Common Stock purchase warrants to purchase up to 1,058,823 shares of Common Stock (the "Warrants") based on an offering price of $17.00 per unit (the "Offering Price"), generating gross proceeds of approximately $36 million, less underwriting discounts and other Offering expenses.

In connection with the Offering, the Company granted the lead managing underwriter an option ("Over-allotment Option"), exercisable for 30 days from October 25, 2024, to purchase up to an additional 317,646 shares of Common Stock (the "Over-allotment Shares") and/or 317,646 Warrants to purchase up to 158,823 shares of Common Stock (the "Over-allotment Warrants") from the Company at the Offering Price, less underwriting discounts and other Offering expenses, to cover over-allotments in the Offering.

On October 23, 2024, the underwriter exercised the Over-allotment Option in full for the Over-allotment Warrants (which option closed on October 25, 2024 for nominal consideration). On October 28, 2024, the underwriter exercised the Over-allotment Option in full with respect to the Over-allotment Shares, and on October 29, 2024, the closing of the purchase of the Over-Allotment Shares occurred, generating gross proceeds to the Company of approximately $5.4 million and net proceeds of approximately $4.9 million.

As a result of the full exercise of the Over-allotment Option, total gross proceeds to the Company from the Offering were approximately $41.4 million, and net proceeds were approximately $37.7 million.