UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 24, 2025 (April 23, 2025)

Nano Nuclear Energy Inc.

(Exact name of registrant as specified in its charter)

10 Times Square, 30^th Floor

New York, New York 10018

(Address of principal executive offices) (Zip Code)

(212) 634-9206

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders.

On April 23, 2025, Nano Nuclear Energy Inc. (the “Company”) conducted its 2025 Annual Meeting of Stockholders (the “Annual Meeting”). The Annual Meeting was conducted virtually.

The number of shares of common stock of the Company entitled to vote at the Annual Meeting was 37,072,881 shares outstanding as of the February 27, 2025 record date for the Annual Meeting (the “Voting Stock”). No other shares of the Company’s capital stock were entitled to vote at the Annual Meeting.

The number of shares of Voting Stock present or represented by valid proxy at the Annual Meeting was approximately 25,513,505 shares of Voting Stock, constituting a quorum. At the Annual Meeting, the Company’s stockholders adopted all three proposals presented at the Annual Meeting for voting, which included:

The following is a tabulation of the voting on the proposals presented at the Annual Meeting:

Proposal No. 1 - Election of Directors

James Walker, Jay Jiang Yu, Jaisun Garcha, Dr, Tsun Yee Law, Diane Hare and Dr. Kenny Yu were each elected as a director to serve for a one-year term that expires at the Company’s 2026 Annual Meeting of Stockholders or until a successor is elected and qualified or until her or his earlier death, incapacity, removal or resignation. The voting results were as follows:

Proposal No. 2 - Approval of the 2025 Equity Incentive Plan and the issuance of contingent awards

The proposal to adopt the 2025 Equity Incentive Plan was approved. The voting results were as follows:

Proposal No. 3 - Ratification of the appointment of independent registered public accounting firm

Appointment by the Company’s audit committee of Withum the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2025 was ratified. The voting results were as follows:

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.