Material Agreement Form 8 K

Item 1.01. Entry into a Material Definitive Agreement.

October 2024 Firm Commitment Public Offering

On October 23, 2024, Nano Nuclear Energy Inc., a Nevada corporation, (the "Company"), entered into an underwriting agreement (the "Underwriting Agreement") with The Benchmark Company, LLC ("Underwriter"), acting as the sole book-running manager of a firm commitment underwritten public offering (the "Offering") of the Company's units (the "Units"), with each Unit consisting of one (1) share of common stock, par value $0.0001 per share (the "Common Stock") and a 2024 B Common Stock purchase warrant to purchase up to one-half (0.5) of a share of common stock (the "Warrant", or collectively, the "Warrants").

Pursuant to the Underwriting Agreement, the Company agreed to sell to the Underwriter 2,117,646 Units, consisting of 2,117,646 shares of Common Stock and 2,117,646 Warrants to purchase up to 1,058,823 shares of Common Stock based on an offering price of $17.00 per Unit (the "Public Offering Price"), less an underwriting discount equal to seven percent (7%) of the gross proceeds of the Offering and a non-accountable expense allowance equal to one percent (1%) of the gross proceeds of the Offering. $16.99 of the Public Offering Price has been allocated to the shares of Common Stock issued in the Offering, and $0.01 of the Public Offering Price has been allocated to the Warrants issued in the Offering. The Underwriting Agreement contains customary representations, warranties and agreements, including related to indemnification, contribution, and reimbursement to the Underwriter of customary expenses incurred in connection with the Offering.

The Units have no stand-alone rights and will not be certificated or issued as stand-alone securities. The shares of Common Stock and the Warrants underlying the Units are immediately separable and were issued separately in the Offering. The Company does not intend to apply for any listing of the Warrants on any national securities exchange or other trading market, and it does not believe any such market will develop.

In connection with the Offering, on October 23, 2024, the Company entered into a Warrant Agent Agreement (the "Warrant Agent Agreement") with VStock Transfer, LLC ("VStock"), which governs the terms of the Warrants and pursuant to which VStock agreed to act as warrant agent with respect to the Warrants sold in the Offering. The Warrants have an exercise price of $17.00 per whole share and are exercisable from the initial issuance date until October 25, 2029. The Warrants may only be exercised for cash, except in the case where the shares of Common Stock underlying the Warrants are not registered for public resale, in which case the Warrants may be exercised on a "cashless" basis. The Warrants are registered securities, which were issued by the Company on October 25, 2024 pursuant to a global warrant, the form of which is an exhibit to the Warrant Agent Agreement (the "Global Warrant"). Pursuant to the Global Warrant, the Warrants shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee ("DTC") or its nominee shall initially be the sole registered holder of the Warrants, subject to a Warrant holder's right to elect to receive a Warrant in certificated form pursuant to the terms of the Warrant Agent Agreement. The holder of the Warrants will not have the right to exercise any portion of the Warrants if the holder (together with its affiliates) would beneficially own in excess of 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the exercise. The Warrants are subject to customary stock-based, but not priced-based, anti-dilution protection.