Nano Nuclear Energy Inc.

Previous wording

You should read the following discussion and analysis of our financial condition and results of operations of the unaudited financial statements and related notes included elsewhere in this Report. Data as of and for the year ended September 30, 2024 has been derived from our audited consolidated financial statements. Data as of and for the three and six months ended March 31, 2025 and 2024 has been derived from our unaudited condensed consolidated financial statements appearing in this Report.

Current wording

You should read the following discussion and analysis of our financial condition and results of operations of the unaudited financial statements and related notes included elsewhere in this Report. Data as of and for the year ended September 30, 2024 has been derived from our audited consolidated financial statements. Data as of and for the three and nine months ended June 30, 2025 and 2024 has been derived from our unaudited condensed consolidated financial statements appearing in this Report.

Previous wording

We are an emerging, pre-revenue nuclear energy company, developing smaller, cheaper, and safer advanced portable clean energy solutions, utilizing proprietary reactor designs, intellectual property, and research methods, to contribute towards a sustainable future. Led by a world class scientific, technical and management team, our business plan involves comprehensive engagement across every sector of the nuclear power and energy industry, traversing the path from sourcing raw materials through to developing cutting edge advanced nuclear microreactors. Our dedication extends further, encompassing both commercial nuclear fuel transportation, the fuel supply chain, technology development, and nuclear energy consulting services.

Current wording

We are an early-stage nuclear energy company, developing smaller, cheaper, and safer advanced clean energy solutions, utilizing proprietary reactor designs, intellectual property, and research methods, to contribute towards a sustainable future. Led by a world class scientific and management team, our business plan involves comprehensive engagement across every sector of the nuclear power and energy industry, traversing the path from sourcing raw materials through to developing cutting edge advanced nuclear microreactors. Our dedication extends further, encompassing ambitions within the commercial nuclear fuel transportation sector, the nuclear energy fuel supply chain, technology development, and nuclear consulting services.

Previous wording

On January 10, 2025, we closed the asset acquisition of the KRONOS MMR™ Energy System and the LOKI MMR™ from Ultra Safe Nuclear Corporation (“USNC”). These assets include certain contracts, intellectual property rights, prior demonstration projects, and pursuant to an arrangement with an affiliated entity described below, the equity interests of a Canadian entity, 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. 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 us. The acquired assets purchased from USNC specifically included five contracts with third-party collaborators, 38 issued, pending or published patents, including six issued and four pending or published U.S. utility patents and three issued and four pending Canadian utility patents, 16 registered, pending or published trademarks, and any other technology and intellectual property related to the acquired businesses, rights related to a demonstration project related to the KRONOS MMR™ Energy System in the United States and the business records of the acquired businesses and related confidentiality rights. We acquired these assets through two new wholly owned subsidiaries incorporated in Nevada. The acquired assets also included certain Canadian assets (the “Canadian Assets”), including three contracts with Canadian authorities, the equity interests of a Canadian partnership and rights related to a demonstration project related to the KRONOS MMR™ Energy System in Canada, the transfer of which need the consent of certain Canadian governmental entities (the “Canadian Consents”), with an escrow of $250,000 deposited at the closing securing the Canadian Consents. If the Canadian Consents are not received within 90 days after the closing, we shall have the right to terminate the acquisition of the Canadian Assets and receive the return of $250,000 held in escrow. To better facilitate the Canadian Consents and to continue diligence of the Canadian partnership and other Canadian Assets, our disinterested directors unanimously approved the assignment of our rights to the Canadian Assets to Jay Jiang Yu, our founder, President, Secretary and Treasurer, and Chairman of the Board, and certain Canadian entities owned or controlled by Mr. Yu (the “Yu Entities”). In exchange, 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 Yu Entities to acquire for nominal consideration, for a period of five years beginning once the receipt by the Yu Entities of the Canadian Assets upon rec…

Excerpt shortened here; the source contains the full paragraph.

Current wording

The KRONOS MMR™ reactor targets new markets beyond those targeted by our smaller microreactors, which are designed for more remote locations, such as island and remote communities, remote industry such as mining projects or oil and gas. The KRONOS MMR™ reactor will target larger population centers, industrial heat for larger industries, data and artificial intelligence centers for the tech industry, and LOKI MMR™ will target extra-terrestrial applications. In early April 2025, we signed a strategic collaboration with the University of Illinois Urbana-Champaign (“UIUC”) to construct the first KRONOS MMR™ Microreactor Energy System research reactor on the university’s campus. In mid-April 2025, we launched a recruitment initiative focused on the Midwest region to support our ambitious plans to construct, demonstrate and gain regulatory approval for full-scale KRONOS MMR™ in both the United States and Canada. In late April 2025, the U.S. Nuclear Regulatory Commission (“NRC”) issued its final Safety Evaluation (SE) approving the Fuel Qualification Methodology Topical Report (FQM TR) for the advanced fuel design to be used in our stationary KRONOS MMR™. The diversity of products positions us to capitalize on growing financial investment and societal momentum driving advanced nuclear energy technologies on a global scale across multiple different areas. We will leverage our world-class technical team to analyze and optimize these technologies, key components, and intellectual property, before integrating them into our operational frameworks and ongoing innovative efforts. We also intend to build upon and strengthen the extensive industry relationships that USNC established during its operations, including those with UIUC and the Canadian Government to build prototype reactors. Once operational in the future, our plan is to be able to sell a majority of the energy produced at the UIUC KRONOS MMR™ reactor, with UIUC retaining a portion for its own use.

Previous wording

Our ZEUS and ODIN microreactors have moved from the design stages to physical test work stages, with materials testing, irradiation testing, and initial rig construction currently underway, to ensure the accuracy of our modelled reactors and to optimize the dimensions and composition of the systems. We have conducted and completed external design audits on both the ZEUS and ODIN reactor designs to provide external validation and assistance to our designs. The design audits for the reactors were conducted and completed by the Idaho National Laboratory (“INL”). We are currently identifying sites for our prototype reactor for the purpose of conducting physical test work using nuclear material for both microreactors. We have communicated with the U.S. Nuclear Regulatory Commission (“NRC”) and Department of Energy (“DOE”), informing them of the status of our microreactor designs and the estimated internal timelines for our microreactor developments, with an understanding that definite timelines will be provided once available, to allow the NRC to arrange the necessary personnel to oversee the microreactor licensing process. We increased the size of the technical teams during 2024 and 2025 to expedite the development of the reactor systems, as well as recruiting former NRC personnel to oversee our regulatory licensing processes, and to engage directly with the NRC to facilitate the commercialization planning.

Current wording

Our ZEUS and ODIN microreactors have moved from the design stages to physical test work stages, with materials testing, irradiation testing, and initial rig construction currently underway, to ensure the accuracy of our modelled reactors and to optimize the dimensions and composition of the systems. We have conducted and completed external design audits on both the ZEUS and ODIN reactor designs to provide external validation for our designs. The design audits for the reactors were conducted and completed by the Idaho National Laboratory (“INL”). We have communicated with the NRC and Department of Energy (“DOE”), informing them of the status of our microreactor designs and the estimated internal timelines for our microreactor developments, with an understanding that definite timelines will be provided once available, to allow the NRC to arrange the necessary personnel to oversee the microreactor licensing process. We increased the size of the technical teams during 2024 and 2025 to expedite the development of the reactor systems, as well as recruiting former NRC personnel to oversee our regulatory licensing processes, and to engage directly with the NRC to facilitate the commercialization planning. In January 2025, we announced that we had contracted with Thermal Engineering International (TEi), a Babcock Power Inc.® company, to advance the design and fabrication of several heat exchangers for use in our ODIN microreactor in development. In March 2025, six additional professionals, including Radwan Nassim Kheroua, Dr. Andrew Steer, James Leybourn, Simon Boddington, Luke Godfrey, and Jake Miles joined our U.K.-based nuclear science and engineering partner Cambridge AtomWorks, led by Professors Ian Farnan and Eugene Shwageraus. Cambridge AtomWorks personnel are leading the development of our ODIN microreactor. In March 2025, we announced that we had assembled the first reactor core hardware of our ZEUS microreactor for initial non-nuclear testing. Given our corporate emphasis on the KRONOS MMR™ reactor and the fact that all of our reactor designs, except for ODIN, are high-temperature gas-cooled reactors, we are considering strategic alternatives for ODIN. These alternatives are intended to monetize our investment in the project to date and enable us to allocate more time and resources to the KRONOS MMR™ reactor and our other designs and technologies.

Previous wording

In addition, in August 2024, we purchased a 14,000 sq. ft., 2-story building in Oak Ridge, Tennessee for $1.7 million to house our Nuclear Technology Headquarters. Michael Norato, Ph.D., an INL and DOE veteran, was appointed as our Director of Nuclear Facilities and Infrastructure in December 2024. Dr. Norato will oversee the construction, development and licensing of our key facilities, including our recently acquired 14,000 sq. ft. Oak Ridge, Tennessee Nuclear Technology Headquarters and future test bed reactor sites for experiments related to our ZEUS and ODIN microreactors currently in development. He will also lead the establishment of deconversion and fuel processing facilities, helping to further our goal of being a vertically integrated leader in the U.S. nuclear fuel cycle. We expect to increase the number of personnel working at the facility over the next year and expect to ultimately employ up to 30 personnel at the facility. We are also currently undertaking approximately $800,000 of renovation work to the facility as well.

Current wording

In addition, in August 2024, we purchased a 14,000 sq. ft., 2-story building in Oak Ridge, Tennessee for $1.7 million to house our Nuclear Technology Headquarters. Michael Norato, Ph.D., an INL and DOE veteran, was appointed as our Director of Nuclear Facilities and Infrastructure in December 2024. Dr. Norato will oversee the construction, development and licensing of our key facilities, including our recently acquired 14,000 sq. ft. Oak Ridge, Tennessee Nuclear Technology Headquarters and future test bed reactor sites for experiments related to our ZEUS and ODIN microreactors currently in development. He will also lead the establishment of deconversion and fuel processing facilities, helping to further our goal of being a vertically integrated leader in the U.S. nuclear fuel cycle. We expect to increase the number of personnel working at the facility over the next year and expect to ultimately employ up to 30 personnel at the facility. We are also currently undertaking approximately $800,000 of renovation work on the facility as well.

Previous wording

Over the next twelve months, we will continue to progress the development of our advanced microreactors and our vertically integrated fuel processing business, with estimated expenditures to be approximately $40 million. This allocation comprises approximately $25 million dedicated to the research, development, and physical test work of our microreactors and other technologies, such as our fuel transportation system. A further allocation of approximately $10 million will be allocated to the development of our planned HALEU fuel processing facilities alongside LIST, the related-party uranium enrichment company with whom we collaborate and in which we have made a strategic investment. The remaining approximately $5 million is earmarked for miscellaneous costs essential to propelling the progress of our microreactors, encompassing the support of current personnel engaged in executive, finance, accounting, and other administrative functions. We may also utilize our cash resources raised in 2024 for acquisitions of complementary businesses or assets.

Current wording

Over the next twelve months, we will continue to progress the development of our advanced reactors and our vertically integrated business plan, with estimated expenditures to be approximately $40 million. This allocation comprises approximately $25 million dedicated to the research, development, and physical test work of our microreactors and other technologies, such as our ALIP technology and fuel transportation system. A further amount of approximately $10 million will be allocated to the development of our planned HALEU fuel processing facilities alongside LIST, the related-party uranium enrichment company with whom we collaborate and in which we have made a strategic investment. The remaining approximately $5 million is earmarked for miscellaneous costs essential to propelling the progress of our microreactors, encompassing the support of current personnel engaged in executive, finance, accounting, and other administrative functions. We may also utilize our cash resources raised in 2024 and 2025 for acquisitions of complementary businesses or assets. As such, and for a variety of other factors, our estimated expenditures may differ substantially from the above estimates.

Previous wording

We estimate that our microreactor demonstration work for ODIN and ZEUS will be conducted between 2025 and 2027, our microreactor licensing application will be processed between 2026 and 2029, and our microreactors will be launched between 2030 and 2031. We have already made material progress with the KRONOS MMR, including affirming the collaboration for this project with UIUC; however, we have not yet determined a definitive timeline for demonstration, licensing and commercial launch of this reactor. With respect to the LOKI MMR system, we are still in the process of assessing and developing demonstration, licensing and commercial launch timelines for this reactor. We also plan on providing nuclear service support and consultation services for the expanding and resurgent nuclear energy industry in 2025, both domestically and internationally. Notwithstanding the foregoing, there is no assurance that we can meet successfully the above-mentioned timelines. We are examining strategic acquisitions to expand our business and consultancy services. We have commenced several material discussions with potential targets for such acquisitions, but as of the date of this Report, we have not entered into any definitive agreements for such acquisitions.

Current wording

We have already made material progress with the KRONOS MMR™, including affirming the collaboration for this project with UIUC; however, we have not yet determined a definitive timeline for demonstration, licensing and commercial launch of this reactor, but when considering construction timelines, licensing timeframes, sourcing key materials and fuel, we estimate the early 2030s for commercial readiness.

Previous wording

Notwithstanding the foregoing, the outlined expenditures and the anticipated timelines for execution of our plans discussed above and throughout this Management’s Discussion and Analysis of Financial Condition and Results of Operations are estimations only. These are inherently subject to change due to certain factors, including adjustments in the microreactor development plan and uncertainties associated with the governmental licensing approval process. Given that these elements may exceed our initial expectations or lie beyond our control, we cannot guarantee the accuracy of the actual expenditures and timelines.

Current wording

Moreover, the outlined expenditures and the anticipated timelines for execution of our plans discussed above and throughout this Management’s Discussion and Analysis of Financial Condition and Results of Operations are estimations only. These are inherently subject to change due to certain factors, including adjustments in the microreactor development plan and uncertainties associated with the governmental licensing approval process. Given that these elements may exceed our initial expectations or lie beyond our control, we cannot guarantee the accuracy of the actual expenditures and timelines.

Previous wording

As of the date of this Report, we have not generated any revenues. We have incurred accumulated net losses of $41,855,864 since inception through March 31, 2025.

Current wording

As of the date of this Report, we have not generated any revenues. We have incurred accumulated net losses of $49,450,447 since inception through June 30, 2025.

Previous wording

With respect to the KRONOS MMR™ Energy System and the LOKI MMR™, given that we only recently acquired these assets, we are in the process of assessing and developing demonstration, licensing and commercial launch timelines for these assets. However, we believe the designs for these systems are fairly advanced, and our plan for 2025 is to leverage the efforts of USNC to date and develop more definitive schedules for these systems as we also work to integrate them and associated patents into our overall microreactor programs.

Current wording

With respect to the KRONOS MMR™ and the LOKI MMR™, notwithstanding our progress with UIUC and otherwise for the KRONOS MMR™ project as described, given that we only recently acquired these assets, we are still in the process of fully assessing and developing demonstration, licensing and commercial launch timelines for these assets. However, we believe the designs for these systems are fairly advanced, and our plan for 2025 is to leverage the efforts of the prior owner of these assets and develop more definitive schedules for these systems as we also work to integrate them and associated patents into our overall microreactor programs.

Previous wording

We believe, based on our market research, that no small modular reactor (“SMR”) and microreactor company is currently developing a full fuel supply chain to produce fuel for their reactors. Our strategy to create the fuel for our own reactors and also to position our company to supply fuel to the wider nuclear industry and other reactor manufacturers, addressing anticipated significant shortfalls in fuel supply. Through our investment and collaboration with LIS Technologies, which we believe is the only U.S.-origin and patented laser uranium enrichment company, our goal is to progress towards being what we believe will be the only vertically integrated microreactor business in the country. This would give our business an enormous competitive advantage for both our own reactor development and establishing multiple sources of future revenue to de-risk our company. Currently, we believe, based on our market research, that no SMR or microreactor has any sales revenue, inhibiting the ability for any reactor company to progress, we are building a different and more robust business model.

Current wording

We believe, based on our market research, that no small modular reactor (“SMR”) ir microreactor company is currently developing a full fuel supply chain to produce fuel for their reactors. Our strategy to create the fuel for our own reactors and also to position our company to supply fuel to the wider nuclear industry and other reactor manufacturers, addressing anticipated significant shortfalls in fuel supply. Through our investment and collaboration with LIST, which we believe is the only U.S.-origin and patented laser uranium enrichment company, our goal is to progress towards being what we believe will be the only vertically integrated microreactor business in the country. This would give our business an enormous competitive advantage for both our own reactor development and establishing multiple sources of future revenue to de-risk our company. Currently, we believe, based on our market research, that no SMR or microreactor has any sales revenue, inhibiting the ability for any reactor company to progress, we are building a different and more robust business model.

Previous wording

We have identified an opportunity for more immediate revenue for our company by acquiring more expertise to advance our businesses and deploying those personnel as part of a consulting and services business. We have already identified several nuclear services and consultancy providers, which have been assessed as potentially suitable for acquisition by our company. We have concentrated on identifying small teams with expert personnel, with good portfolios of work and existing contracts, and good expansion potential, which would provide us with immediate revenue post-acquisition. We believe we are in a competitively advantageous position to expand these acquired businesses with the highly qualified teams it has built over the previous years. This expansion potential can be further complemented by the education programs we are assembling with the Cambridge Nuclear Energy Centre, part of the University of Cambridge, which will involve the sponsorship of MSc and PhD Nuclear programs to produce the next generation of qualified nuclear energy personnel. Part of our education sponsorship programs will involve providing work to the qualifying individuals after they have completed their programs, allowing for further expansion of the nuclear services we are able to offer clients. In furtherance of this effort, in early August 2024 we announced that we have joined the University of Cambridge Nuclear Industry Club to further our collaboration with Cambridge and our efforts to foster and recruit the next generation of nuclear researchers and engineers. With an expanded team we plan to retain with a portion of the proceeds from our 2024 public offerings, we will market our expertise and deploy consultants to both government and private industry nuclear projects. Consultants will be hired out for either hourly rates, or for contractual periods and weekly or monthly rates depending on the project type and scope. The acquisitions and their subsequent expansions will also provide in-house expertise, at greatly reduced costs, which we can utilize for our own research and development, streamlining our company while expanding our technical and human capital capacity.

Current wording

We have identified an opportunity for more immediate revenue for our company by acquiring more expertise to advance our businesses and deploying those personnel as part of a consulting and services business. We have already identified several nuclear services and consultancy providers, which have been assessed as potentially suitable for acquisition by our company. We have concentrated on identifying small teams with expert personnel, with good portfolios of work and existing contracts, and good expansion potential, which would provide us with immediate revenue post-acquisition. We believe we are in a competitively advantageous position to expand these acquired businesses with the highly qualified teams it has built over the previous years. This expansion potential can be further complemented by the education programs we are assembling with the Cambridge Nuclear Energy Centre, part of the University of Cambridge, which will involve the sponsorship of MSc and PhD Nuclear programs to produce the next generation of qualified nuclear energy personnel. Part of our education sponsorship programs will involve providing work to the qualifying individuals after they have completed their programs, allowing for further expansion of the nuclear services we are able to offer clients. In furtherance of this effort, in early August 2024 we announced that we have joined the University of Cambridge Nuclear Industry Club to further our collaboration with Cambridge and our efforts to foster and recruit the next generation of nuclear researchers and engineers. With an expanded team we plan to retain or acquire, we will market our expertise and deploy consultants to both government and private industry nuclear projects. Consultants will be hired out for either hourly rates, or for contractual periods and weekly or monthly rates depending on the project type and scope. The acquisitions and their subsequent expansions will also provide in-house expertise, at greatly reduced costs, which we can utilize for our own research and development, streamlining our company while expanding our technical and human capital capacity.

Previous wording

The regulatory licensing process for our microreactor prototypes is expected to be completed in the early 2030s, with manufacturing facilities being constructed during the licensing phase so we are ready to deploy microreactors across the country upon licensing approval. Initial NRC contact will involve early communication from us of the estimated company timelines, so that the regulator can secure the required number of personnel to successfully examine the microreactors. Our ability to successfully license and certify our microreactors will subsequently be dependent on working through the licensing process with the NRC and satisfying their examinations that the reactor is safe to deploy to customers, provided the agreed protocols are adhered to. Our ability to successfully design and construct our own commercial nuclear fuel facilities will be dependent on obtaining the necessary regulatory approvals from the NRC to permit the commercial deployment of microreactors. The U.S. NRC inspects the site construction at new fuel cycle facilities and only approves the facility’s capability to possess nuclear material after ensuring that the facility’s safety controls are robust and able to safely handle these materials. Fuel cycle facilities must comply with the regulatory requirements established by the NRC. The facility will need to acquire an NRC license containing site-specific requirements that the facility is required to comply with. Each license is unique and is specific to the nuclear material and hazards present at the fuel cycle facility. To obtain a license will involve a lot of communication between the NRC and our company. NRC safety oversight includes three important components: NRC inspection, the routine assessment of each licensee’s performance, and enforcement in the case that the regulatory requirements are not met. Our company has identified the potential sites and will work with the NRC through the process established under the National Environmental Policy Act of 1970, which will begin when a federal agency develops a proposal to take a major federal action. We have begun scoping studies and cost estimation work for our fuel supply chain manufacturing, with site identification and design team building beginning in 2024, coinciding with engaging experienced licensing and regulatory experts to plan the licensing strategy for developing the facilities.

Current wording

The regulatory licensing process for our microreactor prototypes is expected to be completed in the early 2030s, with manufacturing facilities being constructed during the licensing phase so we are ready to deploy microreactors (most notably our KRONOS MMR™) across the country upon licensing approval. Our KRONOS MMR™ reactor system has already undergone important pre-licensing activities, including the submission of a Regulatory Engagement Plan, several White Papers and Topical Reports, and NRC approval for Fuel Qualification Methodology for the advanced fuel design to be used in our KRONOS micro modular reactor energy system. Our ability to successfully license and certify our microreactors will subsequently be dependent on working through the licensing process with the NRC (and, as applicable, Canadian and other regulators) and satisfying their examinations that the reactor is safe to deploy to customers, provided the agreed protocols are adhered to. Our ability to successfully design and construct our own commercial nuclear fuel facilities will be dependent on obtaining the necessary regulatory approvals from the NRC and other applicable authorities to permit the commercial deployment of microreactors. The NRC inspects the site construction at new fuel cycle facilities and only approves the facility’s capability to possess nuclear material after ensuring that the facility’s safety controls are robust and able to safely handle these materials. Fuel cycle facilities must comply with the regulatory requirements established by the NRC. The facility will need to acquire an NRC license containing site-specific requirements that the facility is required to comply with. Each license is unique and is specific to the nuclear material and hazards present at the fuel cycle facility. To obtain a license will involve significant communication and interaction between the NRC and our company. NRC safety oversight includes three important components: NRC inspection, the routine assessment of each licensee’s performance, and enforcement in the case that the regulatory requirements are not met. Our company has identified the potential sites and will work with the NRC through the process established under the National Environmental Policy Act of 1970, which will begin when a federal agency develops a proposal to take a major federal action.

Previous wording

During 2024, we have made announcements regarding our acquisition of complementary nuclear pump technology (the ALIP technology) as well as non-binding memoranda of understanding with third party collaborators to explore the use of our microreactors in remote artificial intelligence data centers and the use of artificial intelligence in modernizing the nuclear regulatory and licensing process. We expect that a material aspect of our business will involve continuing to develop, identify or seek to collaborate on, or acquire novel and beneficial technology for our company. Our inability to growth our company through such acquisitions or collaborations could have a material adverse effect on our business.

Current wording

During 2024 and 2025, we made announcements regarding our acquisition and development of complementary nuclear pump technology (the ALIP technology) as well as non-binding memoranda of understanding with third party collaborators to explore (i) the use of our microreactors in remote artificial intelligence data centers, the use of artificial intelligence in modernizing the nuclear regulatory and licensing process and (iii) development of nuclear fuel and microreactor capabilities in several non-U.S. jurisdictions in both Africa and South America. We expect that a material aspect of our business will involve continuing to develop, identify or seek to collaborate on, or acquire novel and beneficial technology for our company, and to support advanced nuclear technology both in the U.S. and around the world. Our inability to growth our company through such acquisitions or collaborations could have a material adverse effect on our business.

Previous wording

We are an early-stage company, and our historical results may not be indicative of our future results. Accordingly, the drivers of our future financial results, as well as the components of such results, may not be comparable to our historical or future results of operations.

Current wording

We are an early-stage, pre-revenue company, and our historical results may not be indicative of our future results. We are also growing rapidly, deploying investor capital to achieve key corporate milestones and create value for our shareholders. Accordingly, given these circumstances, the drivers of our future financial results, as well as the components of such results, may not be comparable to our historical or future results of operations.

Previous wording

Research and development expenses increased by $6,422,004, or 2,210%, to $ 6,712,543 for the three months ended March 31, 2025, compared to $290,539 for the comparative period ended March 31, 2024, primarily due to research and development related equity-based compensation as well as increased expenses from research and development of our microreactors during the three months ended March 31, 2025 compared to the three months ended March 31, 2024. Research and development expenses primarily reflect the internal and external personnel costs corresponding to the design and analysis of our microreactors. During the three months ended March 31, 2025 and 2024, $4,700,077 and $nil, respectively, of our research and development expenses corresponded to equity-based compensation.

Current wording

Research and development expenses increased by $1,646,701, or 82%, to $3,666,513 for the three months ended June 30, 2025, compared to $2,019,812 for the comparative period ended June 30, 2024, primarily due to increased expenses from research and development of our microreactors as well as research and development related equity-based compensation during the three months ended June 30, 2025 compared to the three months ended June 30, 2024. Research and development expenses primarily reflect the internal and external personnel costs corresponding to the design and analysis of our microreactors. During the three months ended June 30, 2025 and 2024, $665,147 and $0, respectively, of our research and development expenses corresponded to equity-based compensation.

Previous wording

General and administrative expenses increased by $14,273,869, or 1,003%, to $15,697,178 for the three months ended March 31, 2025, compared to $1,423,309 for the comparative period ended March 31, 2024, primarily due to equity-based compensation, professional fees for legal and audit costs, and additional office and staff costs to support our research and development activities during the three months ended March 31, 2025 compared to the three months ended March 31, 2024. During the three months ended March 31, 2025, general and administrative expenses primarily consisted of $12.6 million in personnel costs of which $11.8 million corresponded to equity-based compensation and $1.7 million in professional fees. During the three months ended March 31, 2024, general and administrative expenses primarily consisted of $0.6 million in personnel costs of which $0.2 million corresponded to equity-based compensation.

Current wording

General and administrative expenses increased by $3,022,953, or 131%, to $5,324,260 for the three months ended June 30, 2025, compared to $2,301,307 for the comparative period ended June 30, 2024, primarily due to additional office and staff costs to support our research and development activities, professional fees for legal and audit costs, and equity-based compensation during the three months ended June 30, 2025 compared to the three months ended June 30, 2024. During the three months ended June 30, 2025, general and administrative expenses primarily consisted of $2.6 million in personnel costs, including $0.3 million in equity-based compensation, and $1.0 million in professional fees. During the three months ended June 30, 2024, general and administrative expenses primarily consisted of $0.7 million in personnel costs.

Previous wording

The revaluation of contingent consideration was $78,250 for the three months ended March 31, 2025, compared to $0 for the comparative period ended March 31, 2024, as a result of our acquisition of the ALIP technology on June 21, 2024.

Current wording

The revaluation of contingent consideration was $401,500 for the three months ended June 30, 2025, compared to $385,500 for the comparative period ended June 30, 2024, corresponding to our acquisition of the ALIP technology on June 21, 2024.

Previous wording

During the three months ended March 31, 2025 and 2024, the Company earned interest income of $1,158,252 and $36,220, respectively, on its cash held at a financial institution. During the three months ended March 31, 2025 and 2024, the Company earned $21,000 and $nil, respectively, from a lease agreement with LIST, a related party.

Current wording

During the three months ended June 30, 2025 and 2024, we earned interest income of $1,526,690 and $38,372, respectively, on our cash held at a financial institution. During the three months ended June 30, 2025 and 2024, we earned $250,000 and $0, respectively, from consulting services. During the three months ended June 30, 2025 and 2024, we earned $21,000 and nil, respectively, from a lease agreement with LIST, a related party.

Previous wording

Research and development expenses increased by $6,806,911, or 840%, to $7,617,466 for the six months ended March 31, 2025, compared to $810,555 for the comparative period ended March 31, 2024, primarily due to research and development related equity-based compensation as well as increased expenses from research and development of our microreactors during the six months ended March 31, 2025 compared to the six months ended March 31, 2024. Research and development expenses primarily reflect the internal and external personnel costs corresponding to the design and analysis of our microreactors. During the six months ended March 31, 2025 and 2024, $4,700,077 and $nil, respectively, of our research and development expenses corresponded to equity-based compensation.

Current wording

Research and development expenses increased by $8,453,612, or 299%, to $11,283,979 for the nine months ended June 30, 2025, compared to $2,830,367 for the comparative period ended June 30, 2024, primarily due to research and development related equity-based compensation as well as increased expenses from research and development of our microreactors during the nine months ended June 30, 2025, compared to the nine months ended June 30, 2024. Research and development expenses primarily reflect the internal and external personnel costs corresponding to the design and analysis of our microreactors. During the nine months ended June 30, 2025 and 2024, $5,365,224 and nil, respectively, of our research and development expenses corresponded to equity-based compensation.

Previous wording

General and administrative expenses increased by $15,939,543, or 708%, to $18,191,748 for the six months ended March 31, 2025, compared to $2,252,205 for the comparative period ended March 31, 2024, primarily due to equity-based compensation, professional fees for legal and audit costs, and additional office and staff costs to support our research and development activities during the six months ended March 31, 2025 compared to the six months ended March 31, 2024. During the six months ended March 31, 2025, general and administrative expenses primarily consisted of $13.4 million in personnel costs of which $11.8 million corresponded to equity-based compensation and $2.5 million in professional fees. During the six months ended March 31, 2024, general and administrative expenses primarily consisted of $1.0 million in personnel costs of which $0.2 million corresponded to equity-based compensation.

Current wording

General and administrative expenses increased by $18,962,496, or 416%, to $23,516,008 for the nine months ended June 30, 2025, compared to $4,553,512 for the comparative period ended June 30, 2024, primarily due to equity-based compensation, professional fees for legal and audit costs, and additional office and staff costs to support our research and development activities during the nine months ended June 30, 2025 compared to the nine months ended June 30, 2024. During the nine months ended June 30, 2025, general and administrative expenses primarily consisted of $16 million in personnel costs, including $12.1 million in equity-based compensation and $3.5 million in professional fees. During the nine months ended June 30, 2024, general and administrative expenses primarily consisted of $1.7 million in personnel costs, of which $152,457 corresponded to equity-based compensation.

Previous wording

The revaluation of contingent consideration was $602,500 for the six months ended March 31, 2025, compared to $nil for the comparative period ended March 31, 2024, as a result of our acquisition of the ALIP technology on June 21, 2024.

Current wording

The revaluation of contingent consideration was $1,004,000 for the nine months ended June 30, 2025, compared to $385,500 for the comparative period ended June 30, 2024, corresponding to our acquisition of the ALIP technology on June 21, 2024.

Previous wording

During the six months ended March 31, 2025 and 2024, the company earned interest income of $1,947,631 and $71,187, respectively, on its cash held at a financial institution. During the six months ended March 31, 2025 and 2024, the Company earned $42,000 and $nil, respectively, from a lease agreement with LIST, a related party.

Current wording

During the nine months ended June 30, 2025 and 2024, we earned interest income of $3,474,321 and $109,559, respectively, on our cash held at a financial institution. During the nine months ended June 30, 2025 and 2024, we earned $250,000 and $nil, respectively, from consulting services. During the nine months ended June 30, 2025 and 2024, we earned $63,000 and nil, respectively, from a lease agreement with LIST, a related party.

Previous wording

We believe that our existing cash will fund our current operating and research and development plans through at least the next twelve months from the date of this Report. Although we have negative operating cash outflows of $5,620,979 for the six months ended March 31, 2025, and $3,409,204 for the six months ended March 31, 2024, we had approximately $118.6 million in cash as of March 31, 2025 (compared to approximately $28.5 million as of September 30, 2024) and working capital of approximately $115.1 million as of March 31, 2025 (compared to approximately $27.5 million as of September 30, 2024). In addition, we received approximately $14.4 million from exercises of warrants, $1.6 million from exercises of stock options, and net proceeds of approximately $92.3 million from our registered follow-on offering in October 2024, and our November 2024 private placement offering. We also expect to file a “universal shelf” registration statement to provide us with more ready access to financing from the capital markets.

Current wording

We believe that our existing cash will fund our current operating and research and development plans through at least the next twelve months from the date of this Report. Although we have negative operating cash outflows of $14,713,509 for the nine months ended June 30, 2025, and $5,953,795 for the nine months ended June 30, 2024, we had approximately $210 million in cash as of June 30, 2025 (compared to approximately $28.5 million as of September 30, 2024) and working capital of approximately $209 million as of June 30, 2025 (compared to approximately $27.5 million as of September 30, 2024). We received approximately $15.7 million from exercises of investor warrants, $2.2 million from exercises of stock options, and net proceeds of approximately $191 million from our registered follow-on offering in October 2024, our November 2024 private placement offering, and our May 2025 private placement offering. While we have more than sufficient capital to fund our planned operations for the next twelve months and beyond that, in order to achieve our long-term plans, we expect to raise substantial additional capital or secure other sources of financing to support our operations and growth in future.

Previous wording

However, the future development of our business towards ultimate commercialization of our products will require significant amounts of cash resources. Since we do not anticipate generating meaningful revenues for several years, we intend to finance our future cash requirements for capital expenditures, research and development and business development activities and general working capital through public or private equity or debt financings, third-party (including government) funding, or any combination of these approaches. If we raise additional funds through further issuances of equity or equity-linked instruments, our existing stockholders could suffer significant dilution. Moreover, no assurances can be given that we will be able to raise required funding on favorable terms, if at all, and our inability to raise additional funding when needed could have a material adverse effect on our company and results of operations and could cause our business to fail.

Current wording

The future development of our business towards ultimate commercialization of our products will require significant amounts of cash resources, in the hundreds of millions of dollars at least. Since we do not anticipate generating meaningful revenues for several years, we intend to finance our future cash requirements for capital expenditures, research and development and business development activities and general working capital through public or private equity or debt financings, third-party (including government) funding, or any combination of these approaches. Towards that end, in July 2025 we filed a universal shelf registration statement which, if and when declared effective by the SEC, will allow us to raise up to $620 million in funding. Included in such registration is a $400 million “at the market” offering program. As we raise additional funds through further issuances of equity or equity-linked instruments, our existing stockholders could suffer significant dilution. Moreover, no assurances can be given that we will be able to raise required funding on favorable terms, if at all, and our inability to raise additional funding when needed could have a material adverse effect on our company and results of operations and could cause our business to fail.

Previous wording

As part of issuing our unaudited condensed consolidated financial statements, we evaluated whether there were any conditions and events that raise substantial doubt about our ability to continue as a going concern over the twelve months after the date the unaudited condensed consolidated financial statements were issued. Since inception, we have incurred significant operating losses, and have an accumulated deficit of approximately $41.9 million and negative operating cash flow during the six months ended March 31, 2025 and 2024. Management expects that operating losses and negative cash flows may increase from the fiscal 2025 levels because of additional costs and expenses related to our research and development activities. Our continued solvency is dependent upon our ability to obtain additional working capital to complete the design, construction, demonstration, regulatory licensing and ultimately commercialization of our reactors in development and other technologies and contemplated services.

Current wording

As part of issuing our unaudited condensed consolidated financial statements, we evaluated whether there were any conditions and events that raise substantial doubt about our ability to continue as a going concern over the twelve months after the date the unaudited condensed consolidated financial statements were issued. Since inception, we have incurred significant operating losses, and have an accumulated deficit of approximately $49.5 million and negative operating cash flow during the nine months ended June 30, 2025 and 2024. Management expects that operating losses and negative cash flows may increase from the fiscal 2025 levels because of additional costs and expenses related to our research and development activities. Our continued solvency is dependent upon our ability to obtain additional working capital to complete the design, construction, demonstration, regulatory licensing and ultimately commercialization of our reactors in development and other technologies and contemplated services.

Previous wording

Management is of the opinion that sufficient working capital is available to meet our company’s liabilities and commitments as they come due for at least the next twelve months after the date the unaudited condensed consolidated financial statements are issued to conform to the going concern uncertainty period. In order to achieve our company’s long-term strategy, our company expects to raise additional capital or secure other sources of financing to support its business plan and growth.

Current wording

Management is of the opinion that sufficient working capital is available to meet our company’s liabilities and commitments as they come due for at least the next twelve months after the date the unaudited condensed consolidated financial statements are issued to conform to the going concern uncertainty period. As described above, in order to achieve our company’s long-term strategy, our company expects to raise substantial additional capital or secure other sources of financing to support its business plan and growth.

Previous wording

Summary Statement of Cash Flows for the Six Months Ended March 31, 2025, and the Six Months Ended March 31, 2024

Current wording

Summary Statement of Cash Flows for the Nine months Ended June 30, 2025, and the Nine months Ended June 30, 2024

Previous wording

Net cash used in operating activities for the six months ended March 31, 2025 was $5,620,979, which consisted of our net loss of $24,422,083, net of non-cash items of $17,251,684, and net of changes in working capital accounts of $1,549,420.

Current wording

Net cash used in operating activities for the nine months ended June 30, 2025 was $14,713,509, which consisted of our net loss of $32,016,666, net of non-cash items of $18,820,923, and net of changes in working capital accounts of $1,517,766.

Previous wording

Net cash used in operating activities for the six months ended March 31, 2024 was $3,409,204, which consisted of our net loss of $2,991,573, net of non-cash items of $164,335, and net of changes in working capital accounts of $581,966.

Current wording

Net cash used in operating activities for the nine months ended June 30, 2024 was $5,953,795, which consisted of our net loss of $7,659,820, net of non-cash items of $992,850, and net of changes in working capital accounts of $713,175.

Previous wording

Our cash used in operating activities increased by $2,211,775 during the six months ended March 31, 2025 compared to the six months ended March 31, 2024, due to an increase in net loss and changes in working capital accounts. The significant increase in cash used in operating activities during the six months ended March 31, 2025, when compared to the six months ended March 31, 2024, was primarily due to increased research and development activities, additional regulatory and staff costs to support our research and development activities, and additional office and professional fees during the six months ended March 31, 2025 compared to the six months ended March 31, 2024.

Current wording

Our cash used in operating activities increased by $8,759,714 during the nine months ended June 30, 2025 compared to the nine months ended June 30, 2024, due to an increase in net loss and changes in working capital accounts. The significant increase in cash used in operating activities during the nine months ended June 30, 2025, when compared to the nine months ended June 30, 2024, was primarily due to increased research and development activities, additional regulatory and staff costs to support our research and development activities, and additional office and professional fees during the nine months ended June 30, 2025 compared to the nine months ended June 30, 2024.

Previous wording

Net cash used in investing activities for the six months ended March 31, 2025 was $12,700,891, which consisted of $9,075,045 of cash paid for the acquisition of the USNC Assets that closed on January 10, 2025 and consisted of $3,625,846 of cash paid for additions to property, plant and equipment.

Current wording

Net cash used in investing activities for the nine months ended June 30, 2025 was $12,876,519, which consisted of $9,075,045 of cash paid for the acquisition of the USNC Assets that closed on January 10, 2025 and consisted of $3,801,474 of cash paid for additions to property, plant and equipment.

Previous wording

Net cash used in investing activities for the six months ended March 31, 2024 was $nil.

Current wording

Net cash used in investing activities for the nine months ended June 30, 2024 was $nil.

Previous wording

Net cash provided by financing activities for the six months ended March 31, 2025 was $108,365,064, which consisted of approximately $14.4 million from exercises of warrants, $1.6 million from exercises of stock options, and net proceeds of approximately $92.3 million from the Company’s registered follow-on offering in October 2024, and its November 2024 private placement offering.

Current wording

Net cash provided by financing activities for the nine months ended June 30, 2025 was $209,265,146, which consisted of approximately $15.7 million from exercises of warrants, $2.3 million from exercises of stock options, and net proceeds of approximately $191 million from our registered follow-on offering in October 2024, its November 2024 private placement offering, and its May 2025 private placement offering.

Previous wording

Net cash provided by financing activities for the six months ended March 31, 2024 was $2,051,437, which consisted of cash received from the issuance of shares of common stock.

Current wording

Net cash provided by financing activities for the nine months ended June 30, 2024 was $12,790,532, which consisted of $14,253,937 in cash received from the issuance of shares of common stock less $1,408,405 in offering costs and less a $55,000 payment of deferred offering costs.