NNE 10-K & 10-Q changes, risk factors and insider trading

Investing in our securities is speculative and involves a high degree of risk. You should carefully consider the risks and uncertainties described below, together with all of the other information contained in this Report, before deciding to invest in our securities. If any of the following risks materialize, our business, financial condition, results of operation and prospects will likely be materially and adversely affected. In that event, the market price of our common stock could decline, and you could lose all or part of your investment.

We have incurred losses and have not generated any revenue since our inception. We anticipate that we will continue to incur losses, and expect that we will not generate revenue,meaningful revenue for the foreseeable future.

We are ana early-stagepre-revenue company in an emerging market with an unproven business model, new and unproven technologies, and a short operating history, which makes it difficult to evaluate our current business and prospects and may increase the risk of your investment.

Over the next twelve months, we will continue to progress the development of our advanced microreactors and our vertically integrated fuel processing processing business, with estimated expenditures to be approximately $40$65 million. This allocation comprises approximately $25$43 million dedicated dedicated to the research, development, quality assurance, licensing, and physical test work of our microreactors and other technologies, such as our fuel transportation system. A further allocation of approximately $10$12 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’ve made a strategic investment. The remaining approximatelyapproximate $5$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 may also utilize our cash resources raised in 2024 and 2025 for acquisitions of complementary businesses or assets.

We estimate that ourthe microreactordevelopment, demonstrationconstruction, work will be conducted between 2025testing and 2027, our microreactor licensing application will be processed between 2026 and 2029, andof our microreactors (notably the KRONOS MMR) will continue from 2026 to 2030, with the full-scale, first-of-its-kind KRONOS energy system expected to be launchedfully between 2030operational and 2031.licensed by 2030. Our microreactor construction permit application (CPA) for KRONOS is expected to be filed in 2026, with full construction activities commencing after NRC approval of our CPA is completed. Our KRONOS microreactors are expected to be commercially launched around 2030. We also plan on providing nuclear service support and consultation services for the expanding and resurgent nuclear energy industry in 2025,2026, both domestically and internationally. As part of our effortsdomestic domestically,initiatives, following our collaboration with Digihost Technology Inc. (“Digihost”) in December 2024, we expect to provideprovided consulting services to Digihost beginningfrom inApril theto firstJune quarter2025, ofdespite 2025.not Thesehaving servicesformally willlaunched our consulting service offerings. Our consulting support contributed to the planning and execution of the Digihost project and will encompass included regulatory advice, site assessment, roadmap development, and stakeholder engagement. In addition to these rendered services, weWe are examiningcurrently evaluating strategic acquisitions acquisitionsor collaborations to expand our business operations and consultancyformally services.establish Weour consulting services, and have commenced several material discussions with potential targets for such acquisitions,acquisitions or collaborations, but as of the date of this Report, we have not entered into any definitive agreements for such acquisitions.acquisitions or collaborations. In combination with our intention to acquire existing revenue generating consultancy businesses, we are focusing on building our own internal nuclear consultation business in coordination with certain outside academic institutions, which we anticipate would require approximately $2 million over the next twelve months to recruit additional staff and build corresponding infrastructure to be capable of providing these services. Notwithstanding the foregoing, the outlined expenditures and our anticipated timelines are estimations only. These estimates are inherently subject to significant risks and change due to unforeseen circumstances, operational challenges, adjustments in the development plans for our microreactors and other technologies and uncertainties associated with the governmental licensing approval process, and other factors beyond our control. 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.

Our limited operating history and early stage of our business makes anAn evaluation of our business and prospects difficult.may Yoube must consider our business and prospectsdifficult in light of the risks and difficulties we encounter as an early-stagea company in the new and rapidly evolving market of the nuclear energy industry. These risks and difficulties include, but are not limited to, the following:

Our nuclear microreactors are still at the development stage and have not been put into production yet. Developing, producing, and commercializing nuclear reactors is a complex and challenging endeavor due to various technical, regulatory, financial, and public perception obstacles, which may adversely and materially affect our business, financial condition and results of operation. No assurances can be given that we will be able to develop and commercialize our microreactors and other technologies on the timelines we currently anticipate, or at all, and our failure to do so would likely lead to the loss of your investment in our company.

The failure of production and commercialization of nuclear micro reactors as plannedplanned, including within the timelines we currently anticipate, will adversely and materially affect our business, financial condition, and result of operations.

We are in the process of developing the next-generation advanced nuclear microreactors, ZEUS, a solid core battery reactor, and ODIN, a low-pressure salt coolant reactor.microreactors. With these products, we are advancing the development of the next generation of portable, on-demand capable, advanced microreactors. Considering construction timelines, licensing timeframes, sourcing key materials and fuel, we currently estimate that our KRONOS MMR reactor will be commercially ready in the early 2030s. Given the priority we are placing on KRONOS, our other reactor projects will lag behind in the timing for their development. However, the development, licensing, construction and testing of advanced nuclear microreactors.reactors Throughis highly uncertain. Even if KRONOS or our other reactor designs receive regulatory approval, we may be unable for a collaborationvariety of ourreasons world-renowned nuclearto scientistscommercial and engineers,launch the nationalbusiness laboratories,of and government support, we believeselling our reactors willand havescaling therevenues potentialfrom such sales. to impact the global energy landscape. Our goal is to commercially launch one of these products by the year 2030 or 2031. If our core plan to develop, and ultimately manufacture or commercialize theseKRONOS or any of our other products is delayed, suspended, interrupted, or cancelled for whatever reason, our business, financial condition, and results of operations will be adversely and materially disrupted, and the value of our securities may significantly decline or become worthless.

We are in the process of developing a domestic HALEUnuclear fuel processing facilityfacilities designed to supply products and materials necessary for the nextsuccessful generationoperation of the growing advanced nuclear reactors.energy industry. The The failure of completion and operation of any such facility as planned will adversely and materially affect our business, financial condition, and result of operations.

Building a nuclear fuel processing facility facilities to produce commercial nuclear fuel for SMRs and microreactor companiesmaterial involves a highly specialized and regulated process. There will be specific challenges at each stage of development, including but not limited to the following:

In November 2024, we announced a $2 million strategic investment in and entry into a collaboration with a laser-based uranium enrichment technology company, LIST, which is a related party. Through this investment and related collaboration, we aim to assist in advancing LIST’s technologies to secure a reliable low enriched uranium fuel supply for our future operations and the broader nuclear energy industry. The parties intend that LIST will provide us with enriched UF6 at no cost to be fabricated and sold to customers, with LIST to receive compensation as part of a profit-sharing arrangement to be agreed to between the companies in the future. Through collaboration with LIST, we intend to construct thesome supporting facilities alongside LIST’s enrichment facility, including the deconversion and fuel fabrication facilities.facility. The construction of these facilities and related activities activities are subject to similar risks to those outlined above with respect to our own HALEU fuel processing facility. Further, there is a risk that LIST’s technology will itself not advance to commercial viability or secure applicable regulatory approvals. All of the foregoing creates the risk of loss with respect to our investment in and collaboration with LIST.

If our plan to complete and operate any fuel processingcycle facilities is delayed, suspended, interrupted, or cancelled for whatever reason, our business, financial condition and results of operations will be adversely and materially disrupted, and the value of our securities may significantly decline or become worthless.

We planaim to provide nuclear service support and consultation services for the expanding and resurgent nuclear energy industry, both domestically and internationally. Failure to do so as planned will adversely and materially affect our business, financial condition, and result of operations.

We planaim to provide nuclear service support and consultation services for the expanding and resurgent nuclear energy industry, both domestically domestically and internationally. This business opportunity represents our most near-term revenue generating opportunity and ourwe provided initial consulting services in 2025. Our goal is tomore begin providingformally theseestablish, launch and scale our consulting services in 2025, business, both domestically and internationally.internationally, in 2026. As part of our effortsdomestic domestically,initiatives, following our collaboration with Digihost in December 2024, we expect to provideprovided consulting services to Digihost beginningfrom inApril theto firstJune quarter2025, ofdespite 2025.not Thesehaving servicesformally launched willour consulting service offerings. Our consulting support contributed to the planning and execution of the Digihost project and will encompass included regulatory advice, site assessment, roadmap development, and stakeholder engagement. In addition to these rendered services, weWe are examiningcurrently evaluating strategic acquisitions acquisitionsor collaborations to expand our business operations and consultancy services.formally Weestablish our consulting services, and have commenced several material discussions with potential targets for such acquisitions,acquisitions or collaborations, but as of the date of this Report, we have not entered into any definitive agreements for such acquisitions.acquisitions or collaborations. In combination with our intention to acquire acquire existing revenue generating consultancy businesses, we are focusing on building our own internal nuclear consultation business in coordination with certain outside academic institutions, which we anticipate would require approximately $2 million over the next twelve months to recruit additional staff and build corresponding infrastructure to be capable of providing these services. No assurances can be given that we will be able to successfully acquire or establish and thereafter grow our own consultation business, and our failure to do so would adversely affect our near-term revenue prospects. Moreover, the outlined expenditures and the timelines are estimations only. These estimates are inherently subject to significant risks and change due to unforeseen circumstances, operational challenges, adjustments in the microreactor development plan and uncertainties associated with the licensing approval process, and other factors beyond our control. 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.

We have undertaken (as in the case of our acquisition of the ALIP technologytechnology, and our acquisition of the USNC Assets and GFPL) and will continue to pursue strategic acquisitions of complimentary or additive businesses or assets to both diversify and further vertically integrate our business lines and accelerate our growth. If we buy a company, a division of a company or assets that we feel are complementary to our business, there can be no assurance that we will be able to profitably manage such business or successfully integrate such business or assets without substantial costs, delays or other operational or financial problems. We are also faced with the risk that the businesses or assets we acquire will not achieve anticipated benefits, revenues and earnings. Additionally:

We face these and similar risks in connection with our Junealready 2024completed acquisitionacquisitions. ofWith therespect to our ALIP technology.technology, Wewe may not be able to successfully integrate the ALIP technology into our microreactor designs, which could lead to a loss of our investment in this technology. We also faced personnel challenges with this asset, which has delayed our timing for the ALIP project. Moreover, we anticipate, pending the successful completion of the SBIR III program for the ALIP technology (which we are funding), that we will seek to separately commercialize the ALIP technology as a means of generating revenues. Although we anticipate commercializing ALIP in 2026, there is no assurance that we can commercialize ALIP within the estimated timeline, if at all. We are thus faced with the risks that the SBIR Phase III may not be completed on a timely basis or at all, and further that we may be unable to commercially sell or license the technology (or products derived from the technology) to third parties.

Due to our limited operating history, our unproven and evolving business model and the unpredictability of our emerging industry, we may not be able to accurately forecast our future revenues and earnings or our rate of growth. We base our current and future expense levels and our investment plans on estimates of future revenue and future rate of growth. Our expenses and investments are, to a large extent, not fixed and we expect that these expenses will increase in the future. We may not be able to adjust our spending quickly enough if our revenue falls short of our expectations.

All Two of our executive officers are presently engaged by us on an independent contractor basis, exceptand fortwo of our executive officers are engaged by us as employees. Jay Jiang Yu, our founder, President, President, Secretary and Treasurer, and Chairman of the Board, withand whomDr. weFlorent haveHeidet, anour Chief Technology Officer and Head of Reactor Development, are employed under employment agreement,agreements. andAlmost theyall eachof our executive officers have management, advisory or directorship positions with other companies and may allocate their time to other businesses, which may pose certain risks in fulfilling their obligations with us.

Except for Jay Jiang Yu, our founder, President, Secretary and Treasurer, and Chairman of the Board, and Dr. Florent Heidet, our Chief Technology Officer and Head of Reactor Development, with each of whom we have an employment agreement, all of our other executive officers are presently engaged by us as independent contractors due to the fact that they each have management, advisory or directorship positions with other companies and may allocate their time to other businesses. Notwithstanding the foregoing, Mr. Yu has concurrently served on the board and management team of several companies and currently allocates at least 15 hours per week to his roles at other companies. Mr. Yu also concurrently serves as president and chairman of the board of LIST.

Mr. James Walker, our Chief Executive Officer, currently allocates at least tenfive hours per week to support Ares Strategic Mining Inc. (or Ares), a Canadian-based company listed on the Canadian Stock Exchange under (Ticker: ARS) engaged in junior natural resource mining,Ares, where he is responsible for the construction of plants, purchases of land, operations, marketing, financing, safety regulation compliance, and shareholder relations. He is also concurrently serving on the board of directors of several small-cap publicly traded companies and a consultant to LIST. Jaisun Garcha, our Chief Financial Officer, is currently, and will continue to, work full timefull-time with us, and is currently also working as the part time chief financial officer and a directorconsultant ofto LIST.

Our executive officers are not employees of our company (Mr. Yu and Dr. Heidet excepted), instead, they serve as independent contractors and can be terminated by either party at any time. They may pursue any other activities and engagements during their terms of agreements with us. The existing external commitments and any future commitments of our officers to other companies may potentially divert their significant time and attention away from the strategic and operational needs of our company. Their divided focus could lead to delays in decision-making, hinder effective communication within our organization, give rise to potential conflicts of interest, and introduce a divergence in priorities, consequently impacting the overall efficacy of leadership. Additionally, the potential for conflicting interests arising from commitments to multiple entities may pose challenges in aligning those officers’ priorities with the long-term goals and interests of our company, thereby introducing an element of uncertainty and potential disruption to our operations. It is essential to acknowledge and address these complexities to ensure that our officers can effectively balance their responsibilities and fulfill their commitments to our company while maintaining transparency and integrity in their various roles. Failure to do so may adversely affect our business, financial conditions, and results of operations.

If our operations grow as planned, we mayexpect needto be required to expand our sales and marketing, research and development, supply and manufacturing functions, and there is no guarantee that we will be able to scale our business as planned. For example, in 2025 we launched an initiative to recruit engineers in the Midwest area of the U.S. to support our KRONOS efforts at UIUC. If we are not able to grow our company as our business requires, or achieve and maintain cost-competitiveness in the United States or elsewhere, our business could be materially and adversely affected.

As a result, the risks associated with nuclear energy materials and the public perception of those risks can affect our business. Opposition by third parties can delay or prevent the construction of new nuclear power plants and can limit the operation of nuclear reactors. Adverse public reaction to developments in the use of nuclear power could directly affect our customers and indirectly affect our business. In the past, adverse public reaction, increased regulatory scrutiny and litigation have contributed to extended construction periods for new nuclear reactors, sometimes delaying construction schedules by decades or more or even shutting down operations. In addition, anti-nuclear groups in Germany successfully lobbied for the adoption of the Nuclear Exit Law in 2002, which lead to the shutdown of all German nuclear power plants as of April 15, 2023. Adverse public reaction could also lead to increased regulation or limitations on the activities of our customers, more onerous operating requirements or other conditions that could have a material adverse impact on our target customers and our business.

We currently own the rights to the significant majority of our intellectual property,property. We including one trademark pending registration. We received an exclusive license for a high capacity HALEU fuel transportation basket design in April 2024, which will form the basis of a complete transportation system to move a range of fuel types. The license grants us, as the licensee, exclusive rights for use and and development of the technology. In addition, the licensor is not permitted to license the technology to any other parties within the specified scope. We may enter into other license agreements in the future for our business development. There is no assurance that we, as the licensee, will be able to obtain or renew, if at all or in a timely manner, any of the license agreements upon its their expiration. Failure to obtain or renew, or early termination of, any such agreement may materially and adversely affect our business, financial conditions and results of operations.

We currently have nonineteen registeredissued patents related to our technology,technology butboth wein havethe United twoStates and in foreign jurisdictions. Detecting infringement and enforcing patent applicationsrights withboth Thein the United States Patentand abroad can be difficult, time-consuming, and Trademark Officecould (USPTO) which are under review. We are currentlyresult in substantial costs, and the processoutcome of acquiringenforcement USNC’sis patented MMR® Energy System, along with all associated patents and other intellectual property rights, as well as its Pylon reactor technology and related intellectual property, and certain demonstration project partnerships related to the MMR system, pending closing.unpredictable. We also believe that developing technology more comprehensively before patenting itcan providesprovide our company with certain potential strategic advantages. We are balancing the advantages of comprehensive development with the risk of potential delays in or inability of securing patent protectionprotection, and andwe continue to consult qualified intellectual property counsel so we can make informed decisions regarding the timing of other patent filings and the overall protection strategy. Patent laws, and scope of coverage afforded by them, haveare recentlyin beenconstant subjectflux. to significant changes, such as the change toUnder “first-to-file” frompatent “first-to-invent”systems resulting from the Leahy-Smith America Invents Act. This changeboth in the determinationUnited ofStates inventorship mayand result inabroad, inventors and companies havingmay be compelled to file patent applications more frequently to preserve rights in their inventions, which may favor larger competitors that have the resources to file more patent applications. Another change to the Current patent laws may incentivize third parties to challenge any issued patent inat the USPTO, as opposed to having to bring such an action in U.S. federal court. Any invalidation of a patent claim could have a significant impact on our ability to protect the innovations contained within our products and could harm our business.

We rely on proprietary information (such as trade secrets, know-how and confidential information) being maintained in confidence to protect intellectual property that may not be patentable or subject to copyright, trademark, trade dress or service mark protection, or that we believe is best protected by means that do not require public disclosure. We generally seek to protect this proprietary information by entering into consulting agreements, and/or services or employment agreements that contain non-disclosure and non-use provisions with our employees, consultants, contractors and third parties. However, we may fail to enter into the necessary agreements, and even if entered into, these agreements may be breached or may otherwise fail to prevent disclosure, third-party infringement or misappropriation of our proprietary information, may be limited as to their term and may not provide an adequate remedy in the event of unauthorized disclosure or use of proprietary information. We have limited control over the protection of trade secrets usedactions by our current or future partners and suppliers and could lose future trade secret protection if any unauthorized disclosure of such information occurs. In addition, our proprietary information may otherwise become known or be independently developed by our competitors or other third parties. To the extent that our employees, consultants, contractors, advisors and other third parties use intellectual property owned by others in their work for us, disputes may arise as to the rights in related or resulting know-how and inventions. Costly and time-consuming litigation could be necessary to enforce and determine the scope of our proprietary rights, and failure to obtain or maintain protection for our proprietary information could adversely affect our competitive business position. Furthermore, laws regarding trade secret rights in certain markets where we operate may afford little or no protection to itsour trade secrets.

We may be accused of infringing intellectual property rights of third parties and be subject to content restrictions ofunder relevant laws, which may materially and adversely affect our business, financial condition,condition and results of operations.

Third parties may claim that the technology used in the operation of our business infringes upon their intellectual property rights. Although we have not in the past faced any litigation involving direct claims of infringement by us,us in the past, the possibility of intellectual property claims against us increases as we continue to grow. Such claims, whetherregardless havingof merit, may result in our expenditure of significant financial and management resources, injunctions against us us, or payment of damages. We may need to obtain licenses from third parties who allege that we have infringed their rights, butand such licenses may not be available on terms acceptable to us or at all. These risks have been amplified by the increase in third parties whose sole or primary business is to assert such claims.

The outcome of any claims, investigations and proceedings is inherently uncertain, and in any event defending against these claims could be both costly and time-consuming and could significantly divert the efforts and resources of our management and other personnel. An adverse determination in any such litigation or proceedings could cause us to pay damages, as well as legal and other costs, limit our ability to conduct business or require us to change the manner in which we operate.operate and our products.

We are subject to new or changing international, federal, state, and local regulations, including laws relating to the design, development, manufacturing, marketing, servicing, or sales of our nuclear-fuel related products. Such laws and regulations may require us to pause sales and modify our products, which could result in a material adverse effect on our ability to generate revenues (or any future revenues) and our financial condition generally. Such laws and regulations can also give rise to liability such as fines and penalties, property damage, bodily injury, and cleanup costs. Failure to comply with such laws and regulations could lead to the withdrawal or recall of our products from the market, delay our projected revenues, increase cost, or make our business unviable if we are unable to modify our products to comply. Capital and operating expenses needed to comply with laws and regulations can be significant, and violations may result in substantial fines and penalties, third-party damages, suspension of production or a cessation of our operations. Any failure to comply with such laws or regulations could lead to withdrawal or recall of our products from the market.

As we intend to conduct international cross-border business and expand our operations abroad, we may engage business partners and third-party intermediaries to market our products and to obtain necessary permits, licenses and other regulatory approvals overseas. In addition, we or our third-party intermediaries may have direct or indirect interactions with officials and employees of government agencies or state-owned or affiliated entities. We can be held liable for the corrupt or other illegal activities of these third-party intermediaries, our employees, representatives, contractors, partners and agents, even if we do not explicitly authorize authorizeor have actual knowledge of such activities. We cannot assure you that all of our employees and agents will not take actions in violation of our policies and applicable law, for which we may be ultimately held responsible. As we intend to expand our international business, our risks under these laws may increase.

We are highly dependent on our senior management team and other highly skilled personnel. If we are unable to attract, retain and maintain highly qualified personnel, including our senior management team, we may not be able to implement our business strategy and our business and results of operations wouldcould be harmed.

Our business and prospect are highly dependent on the continued services of our senior management team, particularly our Chief Executive Officer James Walker, our President, Secretary, Treasurer, ourand Chairman of the Board Jay Jiang Yu, and our Chief Financial Officer Jaisun Garcha, and our Chief Technology Officer and Head of Reactor Development Dr. Florent Garcha.Heidet. Our senior management team has extensive experience in the energy and finance industries, and we believe that their depth of experience experience is instrumental to our continued success. See “ITEM 10. Directors, Executive Officers and Corporate Governance” for for further details. The loss of any one or more members of our senior management team, for any reason, including resignation or retirement, could impair our ability to execute our business strategy and have a material adverse effect on our business and financial condition if if we are unable to successfully attract and retain qualified and highly skilled replacement personnel.

Prior to the completion of our initial public offering in May 2024, we were a private company with limited accounting personnel to adequately execute our accounting processes and limited supervisory resources with which to address our internal control over financial reporting. As a private company, we did not design or maintain an effective control environment as required of public companies under the rules of the SEC implementing Section 404 of the Sarbanes-Oxley Act and therefore arewere not required to make a formal assessment of the effectiveness of our internal control over financial reporting for that purpose. Specifically, we lack a sufficient number of professionals with an appropriate level of accounting knowledge, training and experience to appropriately analyze, record and disclose accounting matters timely and accurately while maintaining appropriate segregation of duties.

Upon becoming a publicly traded company, we became required to comply with the SEC’s rules implementing Sections 302 and 404 of the Sarbanes-Oxley Act, which require our management to certify financial and other information in our quarterly and annual reports and provide an annual management report on the effectiveness of controls over financial reporting. ThoughImportantly, given the growth of our market valuation in 2025, we are requiredceased to disclose changes made in our internal controls and procedures onbe a quarterly“smaller reporting basis,company” for SEC reporting purposes as of October 1, 2025. If in the future we arequalify notas requiredan “accelerated filer” or “large accelerated filer,” in addition to makemanagement ourproviding first annualan assessment of our internal control over financial reporting pursuant to Section 404 until the year followingreporting, our independent firstauditors annualwill reportbe required to beaudit filedthat withassessment, the SEC.which will add a layer of cost and complexity to our accounting processes.

Under the supervision and with the participation of our CEO and CFO, our management conducted an evaluation of the effectiveness of our internal control over financial reporting. Based on that evaluation, management concluded that our internal control over financial reporting was effective as of September 30, 2025. Additionally, we believe that we have sufficient in-house accounting personnel to maintain appropriate segregation of duties, and we have implemented a number of new internal control procedures that we believe are adequate as of the date of this Report. However, our assessment of the effectiveness of these controls is based on management’s judgment, and there can be no assurance that these measures will operate as intended or will be sufficient to prevent or detect material misstatements, errors, or control deficiencies in the future. Proper systems system of internal control over financial accounting and disclosure controls and procedures are critical to the operation of a public company. company. We may be unable to effectively establishmaintain such system,systems in future, especially in light of the factinherent thatpressures weassociated expectwith to operate operating as a publicly reporting company and the growth of our company. ThisIf wouldwe are unable to establish and improve our systems over time, this could leave us without the ability to reliably assimilate and compile financial information about our company and significantly impair our ability to prevent error and detect fraud, all of which would have a negative impact on our company from many perspectives.

Moreover, we do not expect that disclosure control or internal control over financial reporting, even if established,further established and improved as needed, will prevent all errorerrors and all fraud.frauds. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Further, the design of a control system must reflect the fact that there are resource constraints, constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in the control system, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. Failure Failure of our control system to prevent error or fraud could materially adversely impact us.

We expect to experience significant growth in the scope and nature of our operations. Our ability to manage our operations and future growth will require us to continue to improve our operational, financial and management controls, compliance programs and reporting system. We may not be able to implement improvements in an efficient or timely manner and may discover deficiencies in existing controls, programs, systems and procedures, which could have an adverse effect on our business, reputation and financial results. Additionally, rapid growth in our business may place a strain on our human and capital resources. Furthermore, we expect to continue to conduct our business internationally and anticipate increased business operations in the United States, Asia, and Europe. Asia and Europe are obvious destinations to launch manufacturing operations given the high demand for clean technologies, developed technical workforce, and strong manufacturing bases with nuclear experience. We will also be targeting developing countries that could benefit from the introduction of mobile, remote, power sources able to unlock a lot of economic resources. These diversified, global operations place increased demands on our limited resources and require us to substantially expand the capabilities of our administrative and operational resources and to attract, train, manage and retain qualified management, technical, experts, engineering, sales and other personnel, the failure of which may adversely affect our business, financial condition and results of operations.

We will continue to incur significantly increasedincreasing costs as a result of, and devote substantial management time to operating as, a public company.

We only became a public company in May 2024, 2024.and we have grown significantly since then. As such, we have incurred and will continue to incur significant legal, accounting, and other expenses that we did not incur as a private company. For example, we are subject to the reporting requirements of the Exchange Act and will be required to comply with the applicable requirements of the Sarbanes-Oxley Act and the Dodd-Frank Wall Street Reform and Consumer Consumer Protection Act, as well as rules and regulations subsequently implemented by the SEC, including the establishment and maintenance of of effective disclosure and financial controls, changes in corporate governance practices and required filing of annual, quarterly and current current reports with respect to our business and operating results. These requirements have and will continue to increase our legal and financial financial compliance costs and will make some activities more time-consuming and costly. In addition, our management and other personnel need to divert attention from operational and other business matters to devote substantial time to these public company requirements. We will also need to hire additional accounting and financial staff with appropriate public company experience and technical accounting knowledge knowledge and will need to establish an internal audit function. Operating as a public company makes it more expensive for us to obtain director director and officer liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. coverage. This could also make it more difficult for us to attract and retain qualified people to serve on our board of directors, our board committees or as executive officers. In addition, after we no longer qualify as an “emerging growth company,” as defined under the JOBS Act we expect to incur additional management time and cost to comply with the more stringent reporting requirements applicable to companies that are deemed accelerated filers or large accelerated filers, including complying with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act. We are just beginning the process of compiling the system and processing documentation needed to comply with such requirements. We may not be able to complete our evaluation, testing and any required remediation in a timely fashion. In that regard, we currently do not have an internal audit function, and we will need to hire or contract additional accounting and financial staff with appropriate public company experience and technical accounting knowledge.

We cannot predict or estimate the amount of additional costs we may continue to incur as a result of operating as a public company and complying with the foregoing requirements, or the timing of such costs.

WeAs of September 30, 2025, we are an “emerging growth company,” as defined in the JOBS Act, and we may take advantage of certain exemptions from reporting requirements that are applicable to other public companies that are not “emerging growth companies,” including the auditor attestation requirements of Section 404, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Pursuant to Section 107 of the JOBS Act, as an emerging growth company, we have elected to use the extended transition period for complying with new or revised accounting standards until those standards would otherwise apply to private companies. As a result, our financial statements may not be comparable to the financial statements of issuers who are required to comply with the effective dates for new or revised accounting standards that are applicable to public companies, companies, which may make our common stock less attractive to investors. In addition, if we cease to be an emerging growth company, we will no longer be able to use the extended transition period for complying with new or revised accounting standards.

We will remain an emerging growth company until the earliest of: (1) the last day of the fiscal year following the fifth anniversary of our listing; (2) the last day of the first fiscal year in which our annual gross revenues exceed $1.235 billion; (3) the date on which we have, during the previous rolling three-year period, issued more than $1 billion in non-convertible debt securities; andor (4) the date on which we are deemed to be a “large accelerated filer” under the rules of the SEC.

The trading market for our common stock is very relatively new, and consistently robust and liquid trading market may not develop or be sustained over the long term.

We only recently conducted our initial public offering in May 2024, and so the trading market for our common stock is veryrelatively new and unestablished. If a consistently robust and liquid trading market for our common stock does not develop, you may not be able to sell your shares quickly or at the market price. Our ability to raise capital to continue to fund operations by selling our securities and our ability to acquire other companies or technologies by using our securities as consideration may also be impaired.

We are an emerging, pre-revenuea nuclear energy companyand technology company, developing smaller, cheaper,simpler, and safer advanced portable clean energy solutions, utilizing proprietary reactor designs, intellectual propertyproperty, and research methods, to developcontribute towards technology and products that work towards a sustainable future. Led by a world class scientific and management team, we envision aour business withplan involves comprehensive engagement across within almostall every sectorsectors of the nuclear power and energy industry, spanning the value chain from sourcing raw materials,materials to fuel processing, and finally the deploymentdevelopment of cutting-edge our cuttingadvanced edgenuclear microreactors. Our dedication extends further, toencompassing alsostrategic developinitiatives intowithin areasthe such ascommercial nuclear fuel transportation sector, the nuclear energy fuel supply chain, technology development, and nuclear service support and consulting services.

Our mission is to become a commercially focused, diversified and vertically integrated technology-driven 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 securedhad certainconstant communications connections withinwith key U.S. government agencies, including the DOE, the IdahoINL National Laboratory (“INL”) and Oak Ridge National Laboratory (“ORNL”), each ofORNL, 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.

InOver light of approximately $122 million in net proceeds we generated from our May 2024 initial public offering, our July and October Offerings, and our November 2024 private placement, over the next twelve months, we will continue to progress the development of our advanced microreactors,reactors and our vertically integrated fuel processingbusiness business,plan, with estimated expenditures to be approximately $40$65 million. This allocation comprises approximately $25$43 million dedicated to the research, development, development,quality assurance, licensing, and physical test work of our microreactors and other technologies, such as our ALIP technology and fuel transportation system. A further allocationamount of approximately $10$12 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’vewe have made a strategic investment. The remaining approximately $5$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 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 and we find it desirable or necessary to utilize cash resources faster than we currently plan.

Design and ConstructionDevelopment of Fuel Cycle Processing FacilityBusiness

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 business services and consultancy providers, 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 complimented 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.

Obtaining Regulatory Approvals Licensing

During 2024,2024 and 2025, we have made announcements regarding our acquisition and development of a complementary nuclear pump technology (the ALIP technology), our acquisition of the USNC Assets as well as our execution of several non-binding memoranda of understanding with third party collaborators to explore (i) the use of our microreactors in remote artificial intelligence datacentersdata andcenters, the use of artificial intelligence in modernizing the nuclear regulatory and licensing process.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 complimentary assets, business andbeneficial technology for our company.company, and to support advanced nuclear technology both in the U.S. and around the world. Our inability to grow growth our company through such acquisitionacquisitions or collaborations could have a material adverse effect on our business prospects.business.

Research and development expenses increased by $2,191,565,$11,720,948, or 143%,315%, to $3,725,565 $15,446,513 for the year ended September 30, 2024,2025, compared to $1,534,000 $3,725,565 for the comparative period ended September 30, 2023,2024, primarily due to ourresearch and acquisitiondevelopment related equity-based compensation as well as a significant increase in expenses from research and development of theour ALIP technology which was expensed microreactors during the year ended September 30, 2024 in the amount of $1,673,000 compared to the year ended September 30, 2023.2025. Research and development expenses primarily reflect the internal and external personnel costs corresponding to the design and analysis of our microreactors as well as the costs to acquire technology and other assets from third parties.microreactors. During the years ended September 30, 20242025 and 2023,2024, $0$5,597,010 and nil, $420,563, respectively, of our research and development expenses corresponded to equity-based compensation.compensation

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 legal fees, professional fees paid for accounting,legal, auditing,auditing and accounting services, consulting services, regulatory and compliance costs, lease and office costs, advertising costs, and insurance costs.

General and administrative expenses increased by $2,101,598,$22,711,527, or 44%,332%, to $6,850,993 $29,562,520 for the year ended September 30, 2024,2025, compared to $4,749,395 $6,850,993 for the comparative period ended September 30, 2023,2024, 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 year ended September 30, 20242025 compared to the year ended September 30, 2023.2024. During the year ended September 30, 2024,2025, general and administrative expenses primarily consisted of $2.7$19 million in personnel costs.costs, including $13.2 million in equity-based compensation and $4.3 million in professional fees. During the year ended September 30, 2023, 2024, general and administrative expenses primarily consisted of $3.1$2.7 million in personnel costs.costs, including $0.3 million in equity-based compensation and $0.9 million in professional fees. During the years ended September 30, 2024 2025 and 2023,2024, $320,257$13,227,205 and $1,963,440,$320,257, respectively, of our general and administrative expenses corresponded to equity-based compensation.

Revaluation of contingent consideration corresponds to equity basedequity-based contingent consideration corresponding to the ALIP technology we acquired which is revalued at the end of each financial quarter based on the closing stock price of our common shares.

The revaluation of contingent consideration was ($66,000)$1,207,500 for the year ended September 30, 2024,2025, compared to $nil($66,000) for the comparative period period ended September 30, 2023,2024, as a result of our acquisition of the ALIP technology on June 21, 2024.

We believe that our existing cash and cash equivalents will fund our current operating, research and development and business development plans through at least the next twelve months from the date of this Report. Although we have negative operating cash outflows of $19,621,963 and $8,464,146 for the yearyears ended September 30, 2024,2025 and $3,867,573 for the year ended September 30, 2023,2024, we had approximately approximately $29$203 million in cash and cash equivalents as of September 30, 20242025 (compared to approximately $7.0$29 million as of September 30, 20232024) and working capital of approximately $201 million as of September 30, 2025 (compared to approximately $28 million as of September 30, 2024 (compared to approximately $6.9 million as of September 30, 2023). In addition, we received net proceeds of approximately $37.2$378.6 million from our October 2024 underwritten follow-on offering as well as net proceeds of approximately $55.1 million from our November 20242025 private placement.

As part of issuing our 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 consolidated financial statements included in this Report are issued. We have incurred significant operating losses since our inception, and as of September 30, 20242025 and 2024, we had an accumulated deficit of approximately $57.5 million and $17.4 millionmillion, respectively, and negative operating cash flow during fiscal 2024 2025 and fiscal 2023.2024. Management expects that operating losses and negative cash flows will likely increase from the 20242025 levels because of additional costs and expenses related to our research and development and business development activities. Our continued solvency is dependent upon our ability to obtain additional working capital to complete development, regulatory licensing and effective commercialization of our products and technology in development.

Net cash used by operating activities for the year ended September 30, 20242025 was $8,464,146,$19,621,963, which consisted of our net loss of $10,151,556,$40,067,076, net of non-cash items of $1,213,682,$20,682,453, and net of changes in working capital accounts. Net cash used by operating activities for the year ended September 30, 20232024 was $3,867,573,$8,464,146, which consisted of our net loss of $6,250,401,$10,151,556, net of non-cash items of $2,384,003,$1,213,682, and net of changes in working capital accounts. Our cash used in operating activities increased by $4,596,573$11,157,817 during the year ended September 30, 2024,2025, due to an increase in net loss and changes in working capital accounts. The significant increase in cash used in operating activities during the year ended September 30, 2024,2025, when compared to the year ended September 30, 2023,2024, was primarily due to increased research and development activities andactivities, additional officeregulatory and staff costs to support our research and development activitiesactivities, and additional office and professional fees during the year ended September 30, 20242025 compared to the year ended September 30, 2023.2024.

We are a party to one long-term operating lease for our corporate headquarters. We have one lease commitment corresponding to our corporate headquarters asAs of September 30, 2024.2025, Wewe didhad nottwo havelong-term anyoperating leaseleases commitmentscorresponding asto (1) of September 30, 2023. Ourour corporate headquarters is located at 10 Times Square, 30th Floor, New York, New York 10018,and covering(2) space being used as a technology demonstration facility in Westchester County, New York. As of September 30, 2024, we had one lease commitment corresponding to our corporate headquarters in New York, 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.

We recognize right-of-use (ROU) assets and lease liabilities for leases with terms greater than 12 months. Leases are classified as either finance or operating leases. This classification dictates whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. As of September 30, 2024,2025, we have onetwo long-term operating lease.leases. As of September 30, 2023,2024, we havehad one short-termlong-term operating lease.

Long-term leases (leases with initial terms greater than 12 months) are capitalized at the present value of the minimum lease payments not yet paid. We use our incremental borrowing rate to determine the present value of the lease when the rate implicit in the lease is not readily determinable. Short-term leases (leases with an initial term of 12 months or less or leases that are cancelable by the lessee and lessor without significant penalties) are not capitalized but are expensed on a straight-line basis over the lease term. Our short-term lease relates to office facilities which did not meet the criteria for capitalization as of September 30, 2024 and September 30, 2023.

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, includingincluding, among others, the sectionsections titled “Risk Factors” in our (i) 2025 Annual Report.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. WeAs 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.

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 sixnine months ended MarchJune 31,30, 2026 and 2025 has been derived from our unaudited condensed consolidated financial statements appearing in this Report.

To date, we have not generated any material revenues. For the three and sixnine months ended MarchJune 31,30, 2026 and the year ended September 30, 2025, our net loss was approximately $9.2$10.1 million, $15.7$25.8 million and $40.1 million, respectively, and our accumulated deficit as of June 30, 2026 and September 30, 2025 was approximately $73.5 million, $73.5$83.3 million and $57.5 million, respectively.

Our mission is to become a commercially focused, diversified and vertically integrated nuclear energy company that will capture market share share in the very large and growing nuclear energy sector. To implement our plans, since our founding in 2022, our management has had constant 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 maintainshas importanthistoric and current research and development connections and collaborations with leading researchers from the Cambridge Nuclear Energy Centre and The University of California, Berkeley.

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 reactorsreactors, likeincluding the onesmicroreactors we are developingdeveloping, will be critical to future clean energy infrastructure.

For our fiscal year 2026 (the period from October 1, 2025 to September 30, 2026), we have progressed, and will continue to progressprogress, 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.

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 “UU. of II.”) 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 UU. of I,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 UU. of II. iswas 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 2025 MOU set forth the next steps for the design, construction, ownership and ultimate operation of a KRONOS MMR™ on the UIUC campus.

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 CPA submission, we become the first commercially-ready microreactor developer and the third commercially-readyfifth 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,UIUC, through the reactor licensing process, and ultimately toward commercial deployment. OurThe regulatoryCPA activitieswas priorformally toaccepted for review on May 18, 2026, and on June 25, 2026, we further announced the continued submissionprogress were conducted withinin the NRC’s pre-applicationformal framework,review 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 makeof the CPA submission, for the Company had to complete NRC pre-application engagement and technical interactions, completiondeployment of siteour characterizationKRONOS activities andMMR™ developmentEnergy ofSystem 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 ofat 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.

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 ~approximately 12 to 18 months following the application being docketed, orwhich occurred in May 2026. This could result in CPA approval sometime in mid-2027,mid to late 2027, subject to the NRC’s review process.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 permit applicationCPA 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.

AfterHowever, after docketing, the duration of the NRC’s safety and environmental reviews is not fixed. There can be no assurance as to the timing timing of completion of such reviews. The duration of the NRC’s review process may vary materially based on numerous factors, including, 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 theour Company’s business, financial condition, and results of operations.

To support the building of our first prototype reactor at the U of IUIUC and further development of our KRONOS MMR™ reactor, on July 30, 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.

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 construct prototypethe full scale KRONOS MMR™ reactorsreactor prototype 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.

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 ApplicationCPA by The Grainger College of Engineering at the UIUC, our partner for the KRONOS MMR™ deployment,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.

As of MarchJune 31,30, 2026, we continue to qualify as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012. However, as of such date, we no longer qualify as a “smaller reporting company” as defined under Rule 12b-2 of the Exchange Act due to our public float exceeding the applicable threshold for smaller reporting company status. Accordingly, while while we remain eligible to take advantage of certain reduced reporting and disclosure requirements applicable to emerging growth companies, we are no longer entitled to the reduced disclosure requirements available to smaller reporting companies. Notwithstanding the foregoing, we continue to qualify as a non-accelerated filer under the Exchange Act until September 30, 2026.

Comparison of the Three Months Ended MarchJune 31,30, 2026 and the Three Months Ended MarchJune 31,30, 2025

Research and development expenses decreasedincreased by $1,053,116$327,935, or 16%,9%, to $5,659,427$3,994,448 for the three months ended MarchJune 31,30, 2026, compared to $6,712,543$3,666,513 for the comparative period ended MarchJune 31,30, 2025. This overall decreaseincrease was entirely driven by acontinued reductiongrowth 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,activities whichprimarily related to our KRONOS MMR™ reactors. These expenses primarily reflectreflected internal and external personnel costs corresponding to the design and analysis of our microreactors,microreactors. actuallyDuring 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 $3.0$652,180, million,or 22%, reflecting our continued operational investment in microreactor development during the period.

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 legal fees, professional fees paid for accounting,legal, auditing,auditing and accounting services, consulting services, regulatory and compliance costs, lease and office costs, advertising costs, and insurance costs.

General and administrative expenses decreasedincreased by $7,107,866,$6,536,111, or 45%,123%, to $8,589,312$11,860,371 for the three months ended MarchJune 31,30, 2026, compared to $15,697,178$5,324,260 for the comparative period ended MarchJune 31,30, 2025. This overall decreaseincrease was entirelyprimarily driven by a significant reductiongrowth in personnel costs, including equity-based compensation, 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 MarchJune 31,30, 2026, general and administrative expenses primarily consisted of $5.2$6.8 million in total personnel costs, of which $2.0 $1.9 million corresponded to equity-based compensationcompensation, and $1.9$1.3 million in professional fees for legal and audit costs. In contrast, during the three months ended MarchJune 31,30, 2025, general and administrative expenses primarily consisted of $12.6$2.6 million in total personnel costs, of which $11.8$0.3 million corresponded to equity-based compensationcompensation, and $1.7$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 the aforementioned rise in professional fees and additional office and staff costs required to support our researchexpanding and development activities.operations.

The revaluation of contingent consideration resulted in an expense recovery of $176,500$33,000 for the three months ended MarchJune 31,30, 2026, compareda decrease of $368,500 tofrom an expense of $78,250$401,500 for the comparative period ended MarchJune 31,30, 2025, as a result of our acquisition of the ALIP technology on June June 21, 2024.

During the three months ended MarchJune 31,30, 2026 and 2025, we earned interest income of $4,632,690$4,978,577 and $1,158,252,$1,526,690, respectively, on our cash and cash equivalents and short-term investments held at a financial institution.institutions, including $81 earned by STS since our acquisition of STS on May 22, 2026 . In addition, during the three months ended MarchJune 31,30, 2026 and 2025, we earned $21,000 and $21,000, respectively, from a lease agreement fromwith 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.

Comparison of the SixNine Months Ended MarchJune 31,30, 2026 and the SixNine Months Ended MarchJune 31,30, 2025

Research and development expenses increased by $3,442,372,$3,770,307, or 45%,33%, to $11,059,838$15,054,286 for the sixnine months ended MarchJune 31,30, 2026, compared to $7,617,466$11,283,979 for the comparative period ended MarchJune 31,30, 2025. This increase was primarily driven by a significant ramp-up in core research and development activities activitiesprimarily related to our microreactorsKRONOS duringMMR™ both the first and second quarters of the current fiscal year.reactors. These core expenses primarily reflectreflected 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 substantial reduction in research and development-related equity-based compensation. During the six nine months ended MarchJune 31, 30, 2026 and 2025, $1,216,271$1,557,174 and $4,700,077,$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.

General and administrative expenses decreasedincreased by $2,715,834,$3,820,277, or 15%,16%, to $15,475,915$27,336,285 for the sixnine months ended MarchJune 31,30, 2026, compared to $18,191,748$23,516,008 for the comparative period ended MarchJune 31,30, 2025. This overall decreaseincrease was entirelyprimarily driven by a significant reductiongrowth in personnel costs, including equity-based compensation, compensation.professional fees, and other general administrative expenses incurred to support our expanding operations and ongoing research and development activities. During the six nine months ended MarchJune 31,30, 2026, general and administrative expenses primarily consisted of $9.5 $16.3 million in total personnel costs, of which $3.5 $5.5 million corresponded to equity-based compensationcompensation, and $3.8$3.5 million in professional fees for legal and audit costs. In contrast, during the sixnine months ended MarchJune 31,30, 2025, general and administrative expenses primarily consisted of $13.4$16.0 million in total personnel costs, of which $11.8$12.1 million corresponded to equity-based compensationcompensation, and $2.5$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 six-monthnine-month period.period, Thisfrom increaseapproximately was$11.4 primarily duemillion to the aforementioned$21.9 rise in professional fees and additional office and staff costs required to support our expanding research and development activities.million.

The revaluation of contingent consideration wasresulted $904,000in a recovery of $871,000 for the sixnine months ended MarchJune 31,30, 2026, compared to $602,500an expense of $1,004,000 for the comparative period ended MarchJune 31,30, 2025, a change of $1,875,000, as a result of our acquisition of the ALIP technology on June 21, 2024.

During the sixnine months ended MarchJune 31,30, 2026 and 2025, the companywe earned interest income of $9,553,397$14,827,389 and $1,947,631,$3,474,321, respectively, on itsour cash and cash equivalents and short-term investments held at financial institutions.institutions, including $81 earned by STS since our acquisition of STS on May 22, 2026. During the sixnine months ended MarchJune 31,30, 2026 and 2025, the Companywe earned $42,000$63,000 and $42,000,$63,000, respectively, from a lease agreement with LIST, a related party. Also, during sixthe nine months ended MarchJune 31,30, 2026, the Companywe earned $71,850$446,000 in other income, consisting of a $250,000 grant award from the Illinois Department of Commerce and Economic Opportunity, $191,000 from feasibility study services, and a $5,000 competition prize award , compared to $250,000 earned from consulting services. services during the comparative period ended June 30, 2025.

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$18.7 million and $5.6$14.7 million for the sixnine months ended ended MarchJune 31,30, 2026, and 2025, respectively, we maintain a robust liquidity profile. As of MarchJune 31,30, 2026, we held $568.7$580 million in total liquidity, consisting of $197.7$298.5 million in cash and cash equivalents and $371$281.5 million in short-term U.S. Treasury securities. This represents represents a significant increase from September 30, 2025, when we held $203.3 million in cash and cash equivalents and no short-term investments. investments. Additionally, our working capital increased to $565.7$577.9 million as of MarchJune 31,30, 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).

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$83.3 million and negative operating cash flow during the sixnine months ended MarchJune 31,30, 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.

Summary Statement of Cash Flows for the SixNine Months Ended MarchJune 31,30, 2026, and the SixNine Months Ended MarchJune 31,30, 2025

Net cash used by operating activities for the sixnine months ended MarchJune 31,30, 2026 was $9,254,201,$18,664,484, which consisted of our net loss of $15,696,445,$25,800,580, net of non-cash items of $4,203,320,$6,582,565, and net of changes in working capital accounts of $2,238,924.$553,531.

Net cash used in operating activities for the sixnine months ended MarchJune 31,30, 2025 was $5,620,979,$14,713,509, which consisted of our net loss of $24,422,083,$32,016,666, net of non-cash items of $17,251,684,$18,820,923, and net of changes in working capital accounts of $1,549,420.$1,517,766.

Net cash used by investing activities for the sixnine months ended MarchJune 31,30, 2026 was $380,500,548,$297,616,367, representing $370,690,337$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,York $3,139,388and $4,206,686 in payments related to construction in progress), $5,776,308 for our acquisition of business, net of propertycash acquiredacquired, in Oakconnection Brookwith Illinois,our acquisition of STS, and $1,050,000$800,000 in deposits.

Net cash used in investing activities for the sixnine months ended MarchJune 31,30, 2025 was $12,700,891,$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 $3,625,846$3,801,474 of cash paid for additions to property, plant and equipment.

Net cash provided by financing activities for the sixnine months ended MarchJune 31,30, 2026 was $384,182,368,$411,498,618, which consisted of approximately$426,750,033 $2.5in cash millionreceived 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, $3.3and million$4,650,000 from exercises of stock options, andplus $400,000,333$300,000 inrelated cash received from our October 2025 private placement offering less $21,520,711 of corresponding offering costs, and less $85,500 into deferred financing offering costs.

Net cash provided by financing activities for the sixnine months ended MarchJune 31,30, 2025 was $108,365,064,$209,265,146, which consisted of approximately $14.4$15.7 million from exercises of warrants, $1.6$2.3 million from exercises of stock options, and net proceeds of approximately $92.3$191 million from the Company’sour registered follow-on offering in October 2024, and itsour November 2024 private placement offering, and our May 2025 private placement offering.

As of MarchJune 31,30, 2026 and September 30, 2025, we had three and two long-term operating leasesleases, respectively, corresponding to (1) our corporate headquarters located at 10 Times Square, 30th Floor, New York, New York andYork, (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.York, Weand lease(3) thisan spaceoffice forand $17,000operations perfacility monthlocated wherebyin theWinder, monthlyGeorgia, leasewhich was assumed in connection rentwith willour increaseacquisition byof 2.5%STS on anMay annual22, basis. The lease has a term ending on December 31, 2030.2026.

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