Nano Nuclear Energy Inc

DEF 14A 1 formdef14a.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(RULE 14a-101)

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

NANO NUCLEAR ENERGY INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

(1) Amount Previously Paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:

Nano Nuclear Energy Inc.

10 Times Square, 30 th Floor,

February 28, 2025

Dear Fellow Stockholders:

You are cordially invited to attendNano Nuclear Energy Inc.’s 2025 Annual Meeting of Stockholders (the “Annual Meeting”) to be held onApril 23, 2025 at 10:00 a.m. Eastern Time. The formal meeting notice and proxy statement for the Annual Meeting are attached.

The Annual Meeting will be a completely virtual meeting of stockholders, which will be conducted via live webcast. You will be able to attend the Annual Meeting online and vote during the Annual Meeting by registering for the Annual Meeting athttps://meeting.vstocktransfer.com/NANOAPR25. The virtual meeting format allows attendance from any location in the world.

We will furnish proxy materials to our stockholders via the internet in order to expedite stockholders’ receipt of proxy materials while lowering the cost of delivery. Accordingly, we are sending to our stockholders of record and beneficial owners aNotice of Internet Availability of Proxy Materials, which provides instructions on how to access the attached proxy statement and our Annual Report on Form 10-K for the fiscal year ended September 30, 2024, via the internet and how to vote online. The Notice of Internet Availability of Proxy Materials also contains instructions on how to obtain the proxy materials in printed form. We are pleased to utilize the virtual stockholder meeting technology and notice and access of proxy materials to provide ready access and cost savings for our stockholders and the company.

Your vote is important to us. Please act as soon as possible to vote your shares. It is important that your shares be represented at the Annual Meeting, whether or not you plan to attend the Annual Meeting. Even if you are planning on attending the Annual Meeting online,please promptly submit your proxy vote by Internet, or, if you received a printed form of proxy in the mail, by completing, dating, signing and returning the enclosed proxy, so your shares will be represented at the Annual Meeting. Instructions on voting your shares are in the accompanying proxy statement you received for the Annual Meeting. Internet voting facilities for stockholders of record will be available 24 hours a day and will close at 11:59 p.m. Eastern Time on April 22, 2025. If you attend the Annual Meeting online and wish to vote at the Annual Meeting, you will be able to do so even if you have previously returned your proxy card.

On behalf of our Board of Directors and management, it is my pleasure to express our appreciation for your continued support of Nano Nuclear Energy Inc.

Sincerely,

/s/ James Walker

James Walker

Chief Executive Officer

New York, New York

February 28, 2025

YOUR VOTE IS IMPORTANT

VOTING YOUR SHARES WILL ENSURE THE PRESENCE OF A QUORUM AT THE ANNUAL MEETING AND WILL SAVE US THE EXPENSE OF FURTHER SOLICITATION. PLEASE PROMPTLY VOTE YOUR SHARES BY FOLLOWING THE INSTRUCTIONS FOR VOTING DESCRIBED IN THE PROXY STATEMENT BY COMPLETING, SIGNING, DATING AND RETURNING YOUR PROXY CARD MAIL, EMAIL OR FAX AS DESCRIBED ON YOUR PROXY CARD. YOU MAY ALSO VOTE VIA THE INTERNET AS DESCRIBED HEREIN.

YOUR PROXY, GIVEN BY VOTING PRIOR TO THE ANNUAL MEETING, MAY BE REVOKED PRIOR TO ITS EXERCISE BY ENTERING A NEW VOTE OVER THE INTERNET, FILING WITH OUR SECRETARY PRIOR TO THE ANNUAL MEETING A WRITTEN NOTICE OF REVOCATION OR A DULY EXECUTED PROXY BEARING A LATER DATE, OR BY ATTENDING THE ANNUAL MEETING ONLINE AND VOTING ONLINE.

IF YOU HAVE ALREADY VOTED OR DELIVERED YOUR PROXY FOR THE ANNUAL MEETING, YOUR VOTE WILL BE COUNTED, AND YOU DO NOT HAVE TO VOTE YOUR SHARES AGAIN. IF YOU WISH TO CHANGE YOUR VOTE, YOU SHOULD REVOTE YOUR SHARES. ANY STOCKHOLDER ATTENDING THE ANNUAL MEETING ONLINE MAY VOTE EVEN IF HE OR SHE HAS RETURNED A PROXY.

NANO NUCLEAR ENERGY INC.

10 Times Square, 30 th Floor,

(212) 634-9206

NOTICE OF VIRTUAL ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON APRIL 23, 2025

10:00 A.M. EASTERN TIME

TO OUR STOCKHOLDERS:

NOTICE IS HEREBY GIVEN that the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) ofNano Nuclear Energy Inc., a Nevada corporation (“we,” “us,” “our” or the “Company”), will be held onApril 23, 2025, at 10:00 a.m. Eastern Time, as a virtual meeting. You will be able to attend and vote your shares during the Annual Meeting via a live webcast by registering for the Annual Meeting athttps://meeting.vstocktransfer.com/NANOAPR25.

The Annual Meeting will be held for the following purposes, as more fully described in the proxy statement accompanying this notice:

In addition, at their discretion, the proxies if designated as such are authorized to vote upon such other business as may properly come before the Annual Meeting or any continuation, postponement or adjournment thereof.

Our Board of Directors recommends that stockholders voteFOR each of the directors in Proposal 1, andFOR each of Proposal 2, and Proposal 3. Only stockholders of record at the close of business onFebruary 27, 2025 (the “Record Date”) are entitled to receive notice of and to vote at the Annual Meeting and any adjournments or postponements thereof. A complete list of stockholders of record entitled to vote at the Annual Meeting will be available for ten days before the Annual Meeting at our principal executive office for inspection by stockholders during ordinary business hours for any purpose germane to the Annual Meeting. Our stock transfer books will remain open between the Record Date and the date of the Annual Meeting.

The Annual Meeting will be held as a virtual meeting via live webcast on the Internet on April 23, 2025, at 10:00 a.m. Eastern Time. Because the Annual Meeting is completely virtual and being conducted via the Internet, stockholders will not be able to attend the Annual Meeting in person.To assure your representation at the Annual Meeting, please register for the Annual Meeting athttps://meeting.vstocktransfer.com/NANOAPR25 and vote your proxy via the Internet at https://ts.vstocktransfer.com/pxlogin. You may revoke your proxy at any time prior to the Annual Meeting. If you attend the Annual Meeting online and vote, your proxy will be revoked automatically and only your vote at the Annual Meeting will be counted. IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED,FOR EACH OF THE DIRECTOR NOMINEES,FOR THE 2025 PLAN, ANDFOR THE RATIFICATION OF THE APPOINTMENT BY THE AUDIT COMMITTEE OF OUR BOARD OF DIRECTORS OF WITHUM AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 2025.

Please note: If you hold your shares in the name of a broker, bank or other nominee, your nominee may determine to vote your shares at its own discretion, absent instructions from you. However, due to voting rules that may prevent your bank or broker from voting your uninstructed shares on a discretionary basis in the election of directors and other non-routine matters, it is important that you cast your vote. Accordingly, we ask that you please complete your proxy or cast your vote at the Annual Meeting to ensure your vote will count.

IMPORTANT NOTICE REGARDING INTERNET AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON APRIL 23, 2025: This notice of Annual Meeting, the accompanying proxy statement, and our Annual Report on Form 10-K for the fiscal year ended September 30, 2024 (“2024 Annual Report;” collectively, the “proxy materials”), are available athttps://ts.vstocktransfer.com/irhlogin/NANONUCLEAR.

We will mail our stockholders of record and beneficial owners a Notice of Internet Availability of Proxy Materials, which provides instructions on how to access our proxy materials via the internet and how to vote online. The Notice of Internet Availability of Proxy Materials also contains instructions on how to obtain the proxy materials in printed form. If you elect to receive a paper or electronic copy of our proxy materials, our 2024 Annual Report will be sent to you along with the accompanying proxy statement. These proxy materials are first being distributed or made available, as the case may be, on or about March 7, 2025.

Instructions for voting on the matters presented at the Annual Meeting are contained in the accompanying proxy statement (see “Voting and Related Matters”).

Your vote is very important to us. Whether or not you plan to attend the Annual Meeting, we encourage you to vote promptly. You may vote by mailing a completed proxy card or by the Internet.

By order of the Board of Directors,

/s/ Jay Jiang Yu

Jay Jiang Yu

Chairman of the Board, President, and Secretary

New York, New York

February 28, 2025

NANO NUCLEAR ENERGY INC.

10 Times Square, 30 th Floor

(212) 634-9206

PROXY STATEMENT

The notice of annual meeting, proxy statement (the “Proxy Statement”) and our Annual Report on Form 10-K for the fiscal year ended September 30, 2024 (the “2024 Annual Report”; together with the notice of annual meeting and the Proxy Statement, collectively, the “proxy materials”) are solicited on behalf of Nano Nuclear Energy, Inc., a Nevada corporation (the “Company,” “our company,” “our,” “us” or “we”), by its Board of Directors (the “Board” or “Board of Directors”) for use at its 2025 Annual Meeting of Stockholders (the “Annual Meeting”) to be held virtually at10:00 a.m. Eastern Time on April 23, 2025, or at any adjournments or postponements thereof, for the purposes set forth in this Proxy Statement and in the accompanying notice. You will be able to attend the Annual Meeting online and vote during the Annual Meeting by registering for the Annual Meeting athttps://meeting.vstocktransfer.com/NANOAPR25.

These proxy materials are being furnished by and on behalf of the Board.This notice of annual meeting and the other proxy materials are available athttps://ts.vstocktransfer.com/irhlogin/NANONUCLEAR.

We will mail our stockholders of record and beneficial owners as of the Record Date a Notice of Internet Availability of Proxy Materials, which provides instructions on how to access our proxy materials via the internet and how to vote online. The Notice of Internet Availability of Proxy Materials also contains instructions on how to obtain the proxy materials in printed form. If you elect to receive a paper or electronic copy of our proxy materials, our 2024 Annual Report will be sent to you along with the accompanying Proxy Statement. These proxy materials are first being distributed or made available, as the case may be, on or about March 7, 2025.

These proxy solicitation materials are being provided to all stockholders entitled to vote at the Annual Meeting. Stockholders who owned shares of common stock, par value $0.0001 per share, of the Company (the “Common Stock”) at the close of business on February 27, 2025 (the “Record Date”) are entitled to receive notice of, attend and vote at the Annual Meeting.

On the Record Date, there were 37,072,881 shares of Common Stock outstanding and approximately 25 registered holders of our Common Stock. Each share of Common Stock entitles the holder to one vote.

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