Nano Nuclear Energy Inc.

Factors that could cause our actual results to differ materially from those in this Report include the risk factors described in our filings with the SEC, including, among others, the sections titled “Risk Factors” in our (i) 2025 Annual Report and (ii) Quarterly Report for the three months ended March 31, 2026, filed with the SEC on May 14, 2026 (“2026 Q2 Report”). Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. We may disclose changes to such risk factors or disclose additional risk factors from time to time in our future filings with the SEC.

As of the date of this Report, except as set forth below, there have been no material changes to the risk factors disclosed in our prior SEC filings, including our 2025 Annual Report and our 2026 Q2 Report.

On January 16, 2026, we received a subpoena for documents from the Securities and Exchange Commission (“SEC”) relating to two service providers. This subpoena, which is part of an investigation by the SEC, follows an initial request for information by the SEC to us in April 2025. We completed an initial voluntary production of documents in August 2025. As of the date of this Report, we are communicating and cooperating fully with the SEC and at this juncture, but we cannot predict the outcome of the investigation.