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, 2025 has been derived from our audited consolidated financial statements. Data as of and for the three and six months ended March 31, 2026 and 2025 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, 2025 has been derived from our audited consolidated financial statements. Data as of and for the three and nine months ended June 30, 2026 and 2025 has been derived from our unaudited condensed consolidated financial statements appearing in this Report.

Previous wording

To date, we have not generated any material revenues. For the three and six months ended March 31, 2026 and the year ended September 30, 2025, our net loss was approximately $9.2 million, $15.7 million and $40.1 million, respectively, and our accumulated deficit was approximately $73.5 million, $73.5 million and $57.5 million, respectively.

Current wording

To date, we have not generated material revenues. For the three and nine months ended June 30, 2026 and the year ended September 30, 2025, our net loss was approximately $10.1 million, $25.8 million and $40.1 million, respectively, and our accumulated deficit as of June 30, 2026 and September 30, 2025 was approximately $83.3 million and $57.5 million, respectively.

Previous wording

Our mission is to become a commercially focused, diversified and vertically integrated nuclear energy company that will capture market share in the very large and growing nuclear energy sector. To implement our plans, since our founding in 2022, our management has had constant communications with key U.S. government agencies, including the DOE, the INL and ORNL, which are a part of the DOE’s national nuclear laboratory system. Our company also maintains important collaborations with leading researchers from the Cambridge Nuclear Energy Centre and The University of California, Berkeley.

Current wording

Our mission is to become a commercially focused, diversified and vertically integrated nuclear energy company that will capture market share in the very large and growing nuclear energy sector. To implement our plans, since our founding in 2022, our management has had consistent communications with key U.S. government agencies, including the NRC, DOE, the INL and ORNL, which are a part of the DOE’s national nuclear laboratory system. Our company also has historic and current research and development connections and collaborations with leading researchers from the Cambridge Nuclear Energy Centre and The University of California, Berkeley.

Previous wording

We continue to benefit from a global nuclear energy renaissance driven by several long term, sustainable growth trends and significant regulatory tailwinds. These include growth in AI data centers, industrial reshoring, and broader electrification, all driving a significant need for clean and reliable power, energy sustainability and independence, and climate mandates requiring reliable zero-emissions energy. All of this comes at a time of unprecedented bipartisan legislative and policy support in the U.S. for nuclear energy. Equally important, there is growing recognition that advanced reactors like the ones we are developing will be critical to future clean energy infrastructure.

Current wording

We continue to benefit from a global nuclear energy renaissance driven by several long term, sustainable growth trends and significant regulatory tailwinds. These include growth in AI data centers, industrial reshoring, and broader electrification, all driving a significant need for clean and reliable power, energy sustainability and independence, and climate mandates requiring reliable zero-emissions energy. All of this comes at a time of unprecedented bipartisan legislative and policy support in the U.S. for nuclear energy. Equally important, there is growing recognition that advanced reactors, including the microreactors we are developing, will be critical to future clean energy infrastructure.

Previous wording

For our fiscal year 2026 (the period from October 1, 2025 to September 30, 2026), we will continue to progress the development of our advanced reactors (notably the KRONOS MMR reactor prototypes in the U.S. and Canada) and our vertically integrated business plan, with estimated cash expenditures to be approximately $65 million. This allocation comprises approximately $43 million dedicated to the research, development, quality assurance, licensing, and physical test work of our microreactors and other technologies. A further amount of approximately $12 million will be allocated to activities related to our nuclear fuel supply chain business, the related-party uranium enrichment company with whom we collaborate and in which we have made a strategic investment. The remaining approximately $10 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 assess our cash expenditure estimates each quarter during the fiscal year, and there are no material changes to the estimated expenditures for the 2026 fiscal year as of the date of this Report. However, we may 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 cash expenditures may differ substantially from the above estimates and if we find it desirable or necessary to utilize cash resources faster than we currently plan. Our projected expenditures are expected to be partially offset by interest income generated from our significant cash and cash equivalent balances.

Current wording

For our fiscal year 2026 (the period from October 1, 2025 to September 30, 2026), we have progressed, and will continue to progress, the development of our advanced reactors (notably the KRONOS MMR reactor prototypes in the U.S. and Canada) and our vertically integrated business plan, with estimated cash expenditures to be approximately $65 million. This allocation comprises approximately $43 million dedicated to the research, development, quality assurance, licensing, and physical test work of our microreactors and other technologies. A further amount of approximately $12 million will be allocated to activities related to our nuclear fuel supply chain business, the related-party uranium enrichment company with whom we collaborate and in which we have made a strategic investment. The remaining approximately $10 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 assess our cash expenditure estimates each quarter during the fiscal year, and there are no material changes to the estimated expenditures for the 2026 fiscal year as of the date of this Report. However, we may 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 cash expenditures may differ substantially from the above estimates and if we find it desirable or necessary to utilize cash resources faster than we currently plan. Our projected expenditures are expected to be partially offset by interest income generated from our significant cash and cash equivalent balances.

Previous wording

We have made material progress advancing the KRONOS MMR™ since acquiring the asset in January of 2025. On March 29, 2025, we executed a Sponsored Research Agreement Amendment No. 2 with The Board of Trustees of the University of Illinois (referred to for these purposes as “U of I”) that substituted our company as an assignee of the rights and obligations of USNC regarding the sponsored research relationship with UIUC for the KRONOS MMR™ project. Under the Sponsored Research Agreement and its amendments (the “UIUC Agreement”), our company, in collaboration with U of I, will construct, obtain regulatory approval for, and deploy a KRONOS MMR™ research and test reactor on the UIUC campus. The UIUC Agreement as entered into with U of I is effective January 1, 2022, and will terminate on February 28, 2027, unless terminated earlier under certain stipulations. In December of 2025, we signed a Memorandum of Understanding (MOU) with the U. of I. on behalf of UIUC to collaborate on the development, construction, and operation of its KRONOS MMR™ on campus as an advanced research reactor. While the aforementioned definitive sponsored research agreement between NANO Nuclear and U. of I. provided for U. of I.’s support in design and regulatory licensing of the prototype KRONOS MMR™, the December 2025 MOU set forth the next steps for the design, construction, ownership and ultimate operation of a KRONOS MMR™ on the UIUC campus.

Current wording

We have made material progress advancing the KRONOS MMR™ since acquiring the asset in January of 2025. On March 29, 2025, we executed a Sponsored Research Agreement Amendment No. 2 with The Board of Trustees of the University of Illinois (referred to for these purposes as “U. of I.”) that substituted our company as an assignee of the rights and obligations of USNC regarding the sponsored research relationship with UIUC for the KRONOS MMR™ project. Under the Sponsored Research Agreement and its amendments (the “UIUC Agreement”), our company, in collaboration with U. of I., will construct, obtain regulatory approval for, and deploy a KRONOS MMR™ research and test reactor on the UIUC campus. The UIUC Agreement as entered into with U. of I. was effective January 1, 2022, and will terminate on February 28, 2027, unless terminated earlier under certain stipulations. In December of 2025, we signed a Memorandum of Understanding (MOU) with the U. of I. on behalf of UIUC to collaborate on the development, construction, and operation of its KRONOS MMR™ on campus as an advanced research reactor. While the aforementioned definitive sponsored research agreement between NANO Nuclear and U. of I. provided for U. of I.’s support in design and regulatory licensing of the prototype KRONOS MMR™, the December 2025 MOU set forth the next steps for the design, construction, ownership and ultimate operation of a KRONOS MMR™ on the UIUC campus.

Previous wording

On April 2, 2026, we announced that a Construction Permit Application (CPA) had been formally submitted by The Grainger College of Engineering at the U. of I., our partner for the KRONOS MMR™ deployment, to the NRC. With this submission, we become the first commercially-ready microreactor developer and the third commercially-ready Generation IV advanced reactor developer to submit a CPA, placing us among a small group of advanced nuclear companies progressing toward commercial deployment. The CPA submission represented a significant milestone for the KRONOS MMR™ in its progression from engineering design to potential construction on the campus of the U of I, through the reactor licensing process, and ultimately toward commercial deployment. Our regulatory activities prior to the submission were conducted within the NRC’s pre-application framework, which had included multiple technical submittals, meetings, and NRC staff feedback towards our technical submittals documented on the NRC’s public pre-application docket for UIUC. In order to make the CPA submission, the Company had to complete NRC pre-application engagement and technical interactions, completion of site characterization activities and development of site-specific inputs (including collecting and preparing location-specific technical, environmental, and engineering information to support regulatory filings and design work for a particular site), preparation of the environmental report required to support a construction permit application, preparation of preliminary safety analyses and application documentation, and initiation and ongoing execution of the NRC-approved fuel qualification program in accordance with its approved scope and phased development plan. With respect to site-specific work, we engaged AECOM, a multi-disciplinary engineering firm, in June 2025 to support site characterization, engineering, environmental analysis, and regulatory planning activities associated with the proposed reactor site at UIUC.

Current wording

On April 2, 2026, we announced that a CPA had been formally submitted by The Grainger College of Engineering at the U. of I., our partner for the KRONOS MMR™ deployment, to the NRC. With this CPA submission, we become the first commercially-ready microreactor developer and the fifth Generation IV advanced reactor developer to submit a CPA, placing us among a small group of advanced nuclear companies progressing toward commercial deployment. The CPA submission represented a significant milestone for the KRONOS MMR™ in its progression from engineering design to potential construction on the campus of the UIUC, through the reactor licensing process, and ultimately toward commercial deployment. The CPA was formally accepted for review on May 18, 2026, and on June 25, 2026, we further announced the continued progress in the NRC’s formal review of the CPA for the deployment of our KRONOS MMR™ Energy System at the UIUC.

Previous wording

Following submission, the NRC will conduct an acceptance review to determine whether the application is sufficiently complete to docket. NRC guidance indicates that this acceptability determination is generally expected to occur within approximately 60 days; however, timing may vary. We currently expect to receive the CPA approval in ~12 months following the application being docketed, or sometime in mid-2027, subject to the NRC’s review process. We estimate this will be the first construction permit for a commercially-ready microreactor issued in the United States. The permit application will not incur any government fees, as the KRONOS MMR™ reactor, due to its location at UIUC, qualifies for a fee exemption under applicable regulations due to its use for research purposes.

Current wording

We currently expect to receive the CPA approval in approximately 12 to 18 months following the application being docketed, which occurred in May 2026. This could result in CPA approval sometime in mid to late 2027, subject to the NRC’s review process, and initial construction activities could therefore also commence in the second half of 2027. We estimate this will be the first construction permit for a commercially-ready microreactor issued in the United States. The CPA will not incur any government fees, as the KRONOS MMR™ reactor, due to its location at UIUC, qualifies for a fee exemption under applicable regulations due to its use for research purposes.

Previous wording

After docketing, the duration of the NRC’s safety and environmental reviews is not fixed. There can be no assurance as to the timing of completion of such reviews. The duration of the NRC’s review process may vary materially based on numerous factors, including, among other things, the completeness and quality of the application at submission, the number and complexity of NRC requests for additional information, the extent to which the application relies on previously reviewed topical reports, NRC staffing and resource availability, the scope and outcome of any required hearings, and the type and complexity of the environmental review, including whether an environmental impact statement is required. Accordingly, the timing of NRC review and any resulting licensing decisions is inherently uncertain and largely outside the Company’s control and any delays in the review process could materially and adversely affect the Company’s business, financial condition, and results of operations.

Current wording

However, after docketing, the duration of the NRC’s safety and environmental reviews is not fixed. There can be no assurance as to the timing of completion of such reviews. The duration of the NRC’s review process may vary materially based on numerous factors, including, among other things, the completeness and quality of the application at submission, the number and complexity of NRC requests for additional information, the extent to which the application relies on previously reviewed topical reports, NRC staffing and resource availability, the scope and outcome of any required hearings, and the type and complexity of the environmental review, including whether an environmental impact statement is required. Accordingly, the timing of NRC review and any resulting licensing decisions is inherently uncertain and largely outside the Company’s control and any delays in the review process could materially and adversely affect our business, financial condition, and results of operations.

Previous wording

To support the building of our first prototype reactor at the U of I and further development of our KRONOS MMR™ reactor, on July 30, 2025, we announced our acquisition of a 2.75-acre land and building package in Oak Brook, Illinois to serve as a regional demonstration and office facility. This facility is intended to support engineering, component manufacturing and assembly, prototype fabrication, non-nuclear testing, research and development activities, and administrative functions. We have undertaken significant work on retrofitting this facility to meet our anticipated needs, although the timing, scale, and configuration of our Oak Brook facility will depend and may change based on multiple factors, including permitting, availability of skilled labor, supply chain readiness, financing, and alignment with our regulatory and commercialization milestones. We will continue activities for our Oak Brook facility in the coming years in a manner aligned with the advancement of our reactor programs or other needs. Initial facility capabilities will focus on research, development, and prototype support, with manufacturing capabilities expanded over time as regulatory approvals are obtained and commercial demand materializes.

Current wording

To support the building of our first prototype reactor at the UIUC and further development of our KRONOS MMR™ reactor, on July 30, 2025, we announced our acquisition of a 2.75-acre land and building package in Oak Brook, Illinois to serve as a regional demonstration and office facility. This facility is intended to support engineering, component manufacturing and assembly, prototype fabrication, non-nuclear testing, research and development activities, and administrative functions. We have undertaken significant work on retrofitting this facility to meet our anticipated needs, although the timing, scale, and configuration of our Oak Brook facility will depend and may change based on multiple factors, including permitting, availability of skilled labor, supply chain readiness, financing, and alignment with our regulatory and commercialization milestones. We will continue activities for our Oak Brook facility in the coming years in a manner aligned with the advancement of our reactor programs or other needs. Initial facility capabilities will focus on research, development, and prototype support, with manufacturing capabilities expanded over time as regulatory approvals are obtained and commercial demand materializes.

Previous wording

Significant capital will be needed to support our facility construction, licensing, fuel qualification testing, regulatory compliance, prototype construction, and workforce expansion for the development of our microreactors. We estimate that the capital costs needed to construct prototype KRONOS MMR™ reactors at the UIUC and Canada over the next several years could be around $300 million to $350 million per reactor. This range reflects inherent uncertainty in building a first-of-a-kind (FOAK) reactor due to several factors that can result in a material increase to these estimates, including site specific factors, the timing and scope of project development and regulatory licensing and supply chain considerations. At the same time, we are evaluating several potential non-dilutive funding sources, including government incentives and strategic funding support to reduce the cost of these FOAK reactors. Subsequent reactors’ capital costs are expected to decline substantially due to supply chain scaling for mass production of components, factory fabrication, modular assembly, and multiple deployments.

Current wording

Significant capital will be needed to support our facility construction, licensing, fuel qualification testing, regulatory compliance, prototype construction, and workforce expansion for the development of our microreactors. We estimate that the capital costs needed to construct the full scale KRONOS MMR™ reactor prototype at the UIUC over the next several years could be around $300 million to $350 million per reactor. This range reflects inherent uncertainty in building a first-of-a-kind (FOAK) reactor due to several factors that can result in a material increase to these estimates, including site specific factors, the timing and scope of project development and regulatory licensing and supply chain considerations. At the same time, we are evaluating several potential non-dilutive funding sources, including government incentives and strategic funding support to reduce the cost of these FOAK reactors. Subsequent reactors’ capital costs are expected to decline substantially due to supply chain scaling for mass production of components, factory fabrication, modular assembly, and multiple deployments.

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 (most notably our KRONOS MMR™) globally 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. On April 2, 2026, we issued a press release announcing the formal submission of the Construction Permit Application by The Grainger College of Engineering at the UIUC, our partner for the KRONOS MMR™ deployment, to the NRC.

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™) globally 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. On April 2, 2026, we issued a press release announcing the formal submission of the CPA by The Grainger College of Engineering at the UIUC, our partner for the KRONOS MMR™ deployment at the UIUC, to the NRC. The CPA was formally accepted for review on May 18, 2026, and on June 25, 2026, we further announced the continued progress in the NRC’s formal review of the CPA for the deployment of the our KRONOS MMR™ Energy System at the UIUC.

Previous wording

Research and development expenses decreased by $1,053,116 or 16%, to $5,659,427 for the three months ended March 31, 2026, compared to $6,712,543 for the comparative period ended March 31, 2025. This overall decrease was entirely driven by a reduction in research and development-related equity-based compensation. During the three months ended March 31, 2026 and 2025, $646,762 and $4,700,077, respectively, of our total research and development expenses corresponded to equity-based compensation. Excluding this non-cash equity-based compensation, our core research and development expenses, which primarily reflect internal and external personnel costs corresponding to the design and analysis of our microreactors, actually increased by approximately $3.0 million, reflecting our continued operational investment in microreactor development during the period.

Current wording

Research and development expenses increased by $327,935, or 9%, to $3,994,448 for the three months ended June 30, 2026, compared to $3,666,513 for the comparative period ended June 30, 2025. This increase was driven by continued growth in our core research and development activities primarily related to our KRONOS MMR™ reactors. These expenses primarily reflected internal and external personnel costs corresponding to the design and analysis of our microreactors. During the three months ended June 30, 2026 and 2025, $340,903 and $665,147, respectively, of our total research and development expenses corresponded to equity-based compensation. Excluding this non-cash equity-based compensation, our core research and development expenses increased by approximately $652,180, or 22%, reflecting our continued operational investment in microreactor development during the period.

Previous wording

General and administrative expenses decreased by $7,107,866, or 45%, to $8,589,312 for the three months ended March 31, 2026, compared to $15,697,178 for the comparative period ended March 31, 2025. This overall decrease was entirely driven by a significant reduction in equity-based compensation. During the three months ended March 31, 2026, general and administrative expenses primarily consisted of $5.2 million in total personnel costs, of which $2.0 million corresponded to equity-based compensation and $1.9 million in professional fees for legal and audit costs. In contrast, during the three months ended March 31, 2025, expenses primarily consisted of $12.6 million in total personnel costs, of which $11.8 million corresponded to equity-based compensation and $1.7 million in professional fees. Excluding the impact of non-cash equity-based compensation, our core general and administrative expenses increased during the current period, primarily due to the aforementioned rise in professional fees and additional office and staff costs required to support our research and development activities.

Current wording

General and administrative expenses increased by $6,536,111, or 123%, to $11,860,371 for the three months ended June 30, 2026, compared to $5,324,260 for the comparative period ended June 30, 2025. This increase was primarily driven by growth in personnel costs, including equity-based compensation, professional fees, and other general and administrative expenses incurred to support our expanding operations and ongoing research and development activities. During the three months ended June 30, 2026, general and administrative expenses primarily consisted of $6.8 million in total personnel costs, of which $1.9 million corresponded to equity-based compensation, and $1.3 million in professional fees for legal and audit costs. In contrast, during the three months ended June 30, 2025, general and administrative expenses primarily consisted of $2.6 million in total personnel costs, of which $0.3 million corresponded to equity-based compensation, and $1.0 million in professional fees. Excluding the impact of non-cash equity-based compensation, our core general and administrative expenses increased significantly during the current period, primarily due to additional office and staff costs required to support our expanding operations.

Previous wording

The revaluation of contingent consideration resulted in an expense recovery of $176,500 for the three months ended March 31, 2026, compared to an expense of $78,250 for the comparative period ended March 31, 2025, as a result of our acquisition of the ALIP technology on June 21, 2024.

Current wording

The revaluation of contingent consideration resulted in an expense of $33,000 for the three months ended June 30, 2026, a decrease of $368,500 from an expense of $401,500 for the comparative period ended June 30, 2025, as a result of our acquisition of the ALIP technology on June 21, 2024.

Previous wording

During the three months ended March 31, 2026 and 2025, we earned interest income of $4,632,690 and $1,158,252, respectively, on our cash and cash equivalents held at a financial institution. In addition, during the three months ended March 31, 2026 and 2025, we earned $21,000 and $21,000, respectively, from a lease agreement from a related party.

Current wording

During the three months ended June 30, 2026 and 2025, we earned interest income of $4,978,577 and $1,526,690, respectively, on our cash and cash equivalents and short-term investments held at financial institutions, including $81 earned by STS since our acquisition of STS on May 22, 2026 . In addition, during the three months ended June 30, 2026 and 2025, we earned $21,000 and $21,000, respectively, from a lease agreement with LIST, a related party. We also earned other income of $374,150 during the three months ended June 30, 2026, consisting of a $250,000 grant award from the Illinois Department of Commerce and Economic Opportunity and $124,150 received from consulting services, compared to $250,000 earned from consulting services during the comparative period ended June 30, 2025.

Previous wording

Research and development expenses increased by $3,442,372, or 45%, to $11,059,838 for the six months ended March 31, 2026, compared to $7,617,466 for the comparative period ended March 31, 2025. This increase was primarily driven by a significant ramp-up in core research and development activities related to our microreactors during both the first and second quarters of the current fiscal year. These core expenses primarily reflect internal and external personnel costs corresponding to the design and analysis of our microreactors. The overall increase in total research and development expenses was partially offset by a reduction in research and development-related equity-based compensation. During the six months ended March 31, 2026 and 2025, $1,216,271 and $4,700,077, respectively, of our research and development expenses corresponded to equity-based compensation.

Current wording

Research and development expenses increased by $3,770,307, or 33%, to $15,054,286 for the nine months ended June 30, 2026, compared to $11,283,979 for the comparative period ended June 30, 2025. This increase was primarily driven by a significant ramp-up in core research and development activities primarily related to our KRONOS MMR™ reactors. These expenses primarily reflected internal and external personnel costs corresponding to the design and analysis of our microreactors. The increase in total research and development expenses was partially offset by a substantial reduction in research and development-related equity-based compensation. During the nine months ended June 30, 2026 and 2025, $1,557,174 and $5,365,224, respectively, of our research and development expenses corresponded to equity-based compensation. Excluding this non-cash equity-based compensation, our core research and development expenses increased by approximately $7.6 million, or 128%, reflecting our continued operational investment in microreactor development.

Previous wording

Our general and administrative expenses consist of compensation costs for personnel in executive, finance, accounting, and other administrative functions. General and administrative expenses also include legal fees, professional fees paid for accounting, auditing, consulting services, advertising costs, and insurance costs.

Current wording

Our general and administrative expenses consist of compensation costs for personnel in executive, management, regulatory, finance, accounting, and other administrative functions. General and administrative expenses also include professional fees paid for legal, auditing and accounting services, consulting services, regulatory and compliance costs, lease and office costs, advertising costs, and insurance costs.

Previous wording

General and administrative expenses decreased by $2,715,834, or 15%, to $15,475,915 for the six months ended March 31, 2026, compared to $18,191,748 for the comparative period ended March 31, 2025. This overall decrease was entirely driven by a significant reduction in equity-based compensation. During the six months ended March 31, 2026, general and administrative expenses primarily consisted of $9.5 million in total personnel costs, of which $3.5 million corresponded to equity-based compensation and $3.8 million in professional fees for legal and audit costs. In contrast, during the six months ended March 31, 2025, expenses primarily consisted of $13.4 million in total personnel costs, of which $11.8 million corresponded to equity-based compensation and $2.5 million in professional fees. Excluding the impact of non-cash equity-based compensation, our core general and administrative expenses increased significantly during the current six-month period. This increase was primarily due to the aforementioned rise in professional fees and additional office and staff costs required to support our expanding research and development activities.

Current wording

General and administrative expenses increased by $3,820,277, or 16%, to $27,336,285 for the nine months ended June 30, 2026, compared to $23,516,008 for the comparative period ended June 30, 2025. This increase was primarily driven by growth in personnel costs, including equity-based compensation, professional fees, and other general administrative expenses incurred to support our expanding operations and ongoing research and development activities. During the nine months ended June 30, 2026, general and administrative expenses primarily consisted of $16.3 million in total personnel costs, of which $5.5 million corresponded to equity-based compensation, and $3.5 million in professional fees for legal and audit costs. In contrast, during the nine months ended June 30, 2025, general and administrative expenses primarily consisted of $16.0 million in total personnel costs, of which $12.1 million corresponded to equity-based compensation, and $3.5 million in professional fees. Excluding the impact of non-cash equity-based compensation, our core general and administrative expenses increased significantly during the current nine-month period, from approximately $11.4 million to $21.9 million.

Previous wording

The revaluation of contingent consideration was $904,000 for the six months ended March 31, 2026, compared to $602,500 for the comparative period ended March 31, 2025, as a result of our acquisition of the ALIP technology on June 21, 2024.

Current wording

The revaluation of contingent consideration resulted in a recovery of $871,000 for the nine months ended June 30, 2026, compared to an expense of $1,004,000 for the comparative period ended June 30, 2025, a change of $1,875,000, as a result of our acquisition of the ALIP technology on June 21, 2024.

Previous wording

We have been able to utilize our status as a public company to raise significant capital since our May 2024 initial public offering. As such, 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. We have coupled our fundraising with what we believe is a prudent deployment of capital as we move our business forward. Although we experienced operating cash outflows of $9.3 million and $5.6 million for the six months ended March 31, 2026, and 2025, respectively, we maintain a robust liquidity profile. As of March 31, 2026, we held $568.7 million in total liquidity, consisting of $197.7 million in cash and cash equivalents and $371 million in short-term U.S. Treasury securities. This represents a significant increase from September 30, 2025, when we held $203.3 million in cash and cash equivalents and no short-term investments. Additionally, our working capital increased to $565.7 million as of March 31, 2026, compared to $200.8 million at our prior fiscal year-end. On March 13, 2026, our 2025 Shelf Registration Statement was declared effective by the SEC, which registers the offer and sale of securities with an aggregate offering price of up to $900 million. Of this amount, up to $400 million may be offered pursuant to an “at-the-market” offering program, which we may utilize from time to time in the future if needed and subject to market conditions (See Note 5 to the accompanying unaudited consolidated financial statements for background information).

Current wording

We have been able to utilize our status as a public company to raise significant capital since our May 2024 initial public offering. As such, 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. We have coupled our fundraising with what we believe is a prudent deployment of capital as we move our business forward. Although we experienced operating cash outflows of $18.7 million and $14.7 million for the nine months ended June 30, 2026, and 2025, respectively, we maintain a robust liquidity profile. As of June 30, 2026, we held $580 million in total liquidity, consisting of $298.5 million in cash and cash equivalents and $281.5 million in short-term U.S. Treasury securities. This represents a significant increase from September 30, 2025, when we held $203.3 million in cash and cash equivalents and no short-term investments. Additionally, our working capital increased to $577.9 million as of June 30, 2026, compared to $200.8 million at our prior fiscal year-end. On March 13, 2026, our 2025 Shelf Registration Statement was declared effective by the SEC, which registers the offer and sale of securities with an aggregate offering price of up to $900 million. Of this amount, up to $400 million may be offered pursuant to an “at-the-market” offering program, which we may utilize from time to time in the future if needed and subject to market conditions (See Note 5 to the accompanying unaudited consolidated financial statements for background information).

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 $73 million and negative operating cash flow during the six months ended March 31, 2026 and 2025. Management expects that operating losses and negative cash flows may increase from the 2025 and 2026 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 $83.3 million and negative operating cash flow during the nine months ended June 30, 2026 and 2025. Management expects that operating losses and negative cash flows may increase from the 2025 and 2026 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

Summary Statement of Cash Flows for the Six Months Ended March 31, 2026, and the Six Months Ended March 31, 2025

Current wording

Summary Statement of Cash Flows for the Nine Months Ended June 30, 2026, and the Nine Months Ended June 30, 2025

Previous wording

Net cash used by operating activities for the six months ended March 31, 2026 was $9,254,201, which consisted of our net loss of $15,696,445, net of non-cash items of $4,203,320, and net of changes in working capital accounts of $2,238,924.

Current wording

Net cash used by operating activities for the nine months ended June 30, 2026 was $18,664,484, which consisted of our net loss of $25,800,580, net of non-cash items of $6,582,565, and net of changes in working capital accounts of $553,531.

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 by investing activities for the six months ended March 31, 2026 was $380,500,548, representing $370,690,337 related to short-term investments, $5,620,823 paid for the acquisition of land and building for office space in New York, $3,139,388 payments related to construction in progress of property acquired in Oak Brook Illinois, and $1,050,000 in deposits.

Current wording

Net cash used by investing activities for the nine months ended June 30, 2026 was $297,616,367, representing $281,212,550 related to purchases of short-term investments, $9,827,509 for additions to property, plant and equipment (including $5,620,823 paid for the acquisition of land and building for office space in New York and $4,206,686 in payments related to construction in progress), $5,776,308 for our acquisition of business, net of cash acquired, in connection with our acquisition of STS, and $800,000 in deposits.

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 $3,801,474 of cash paid for additions to property, plant and equipment.

Previous wording

Net cash provided by financing activities for the six months ended March 31, 2026 was $384,182,368, which consisted of approximately $2.5 million from exercises of warrants, $3.3 million from exercises of stock options, and $400,000,333 in cash received from our October 2025 private placement offering less $21,520,711 of corresponding offering costs, and less $85,500 in deferred financing costs.

Current wording

Net cash provided by financing activities for the nine months ended June 30, 2026 was $411,498,618, which consisted of $426,750,033 in cash received from common stock issuances, including our October 2025 private placement offering, less $22,674,963 of corresponding offering costs, $2,473,548 from exercises of warrants, and $4,650,000 from exercises of stock options, plus $300,000 related to deferred offering costs.

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, our November 2024 private placement offering, and our May 2025 private placement offering.

Previous wording

As of March 31, 2026 and September 30, 2025, we had two long-term operating leases corresponding to (1) our corporate headquarters located at 10 Times Square, 30th Floor, New York, New York and (2) space being used as a technology demonstration facility in Westchester County, New York. Our corporate headquarters cover approximately 7,800 square feet. We lease this space for $33,605 per month whereby the monthly lease rent will increase by 2.5% on an annual basis. The lease has a term ending on July 31, 2031. Our demonstration facility covers approximately 6,800 square feet in Westchester County, New York. We lease this space for $17,000 per month whereby the monthly lease rent will increase by 2.5% on an annual basis. The lease has a term ending on December 31, 2030.

Current wording

As of June 30, 2026 and September 30, 2025, we had three and two long-term operating leases, respectively, corresponding to (1) our 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 our acquisition of STS on May 22, 2026.

Previous wording

As of March 31, 2026 and September 30, 2025, we have not engaged in any off-balance sheet arrangements, as defined in the rules and regulations of the SEC.

Current wording

As of June 30, 2026 and September 30, 2025, we did not engage in any off-balance sheet arrangements, as defined in the rules and regulations of the SEC.