{"url_path":"/sec/nne/10-q/2026/item-1a","section_key":"item-1a","section_title":"Item 1A Risk Factors.**","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-05-14","source_url":"https://www.sec.gov/Archives/edgar/data/1923891/0001493152-26-023071-index.html","accession_number":"0001493152-26-023071","cik":"0001923891","ticker":"NNE","issuer_name":"Nano Nuclear Energy Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1923891/0001493152-26-023071-index.html","primary_entity_key":"0001923891","primary_entity_name":"Nano Nuclear Energy Inc."},"word_count":1101,"has_tables":true,"body_markdown":"**Item\n1A. Risk Factors.**\n\n \n\nFactors\nthat could cause our actual results to differ materially from those in this Report include the risk factors described in our filings\nwith the SEC, including the section titled “Risk Factors” in our 2025 Annual Report. Any of these factors could result in\na significant or material adverse effect on our results of operations or financial condition. We may disclose changes to such risk factors\nor disclose additional risk factors from time to time in our future filings with the SEC.\n\n \n\nAs\nof the date of this Report, except as set forth below, there have been no material changes to the risk factors disclosed in our prior\nSEC filings, including our 2025 Annual Report.\n\n \n\nOn January 16, 2026, we received a subpoena for documents from the Securities\nand Exchange Commission (“SEC”) relating to two service providers. This subpoena, which is part of an investigation by the\nSEC, follows an initial request for information by the SEC to us in April 2025. We completed an initial voluntary production of documents\nin August 2025. We are communicating and cooperating fully with the SEC and at this juncture, we cannot predict the outcome of the investigation. \n\n \n\n**Our\nbusiness operations may be adversely affected by current global geopolitical conditions and armed conflicts in the Ukraine and Russia\nand in the Middle East between United States, Israel and Iran and others, as well as by other events that are outside of our control.**\n\n \n\nOur\nbusiness operations could be adversely affected by events that are outside of our control. For example, United States and global markets\nhave experienced and may continue to experience volatility and disruption following the geopolitical instability resulting from the ongoing\nRussia-Ukraine conflict and the recent conflict in the Middle East and Southwest Asia between the United States, Israel and Iran and\nothers. Recent hostilities between the United States, Israel and Iran and others have caused significant disruption in the normal flow\nof oil, refined petroleum products and related commodities, with consequent price rises and associated economic volatility. In response\nto such conflicts, the North Atlantic Treaty Organization (“NATO”) deployed additional military forces to eastern Europe,\nand the United States, the United Kingdom, the European Union and other countries have announced various sanctions and restrictive actions\nagainst Russia, Belarus and related individuals and entities, including the removal of certain financial institutions from the Society\nfor Worldwide Interbank Financial Telecommunication (SWIFT) payment system. Certain countries, including the United States, have also\nprovided and may continue to provide military aid or other assistance to Ukraine and to Israel, or have undertaken or will undertake\nmilitary strikes in locations related to the conflicts, including but not limited to Iran, and there have been retaliatory military responses,\nincreasing geopolitical tensions among a number of nations.\n\n \n\nThe\ninvasion of Ukraine by Russia and the escalation of the conflict involving the United States, Israel and Iran and others in the Middle\nEast and Southwest Asia and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States,\nthe United Kingdom, the European Union, Israel and its neighboring states and other countries have created global security concerns that\ncould have a lasting impact on regional and global economies. Although the length and impact of the ongoing conflicts and geopolitical\nturmoil are highly unpredictable, they could lead to market disruptions, including significant volatility in commodity prices, credit\nand capital markets, as well as supply chain interruptions, changes in consumer or producer purchasing behavior and increased cyber-attacks\nagainst U.S. companies. Additionally, any resulting sanctions could adversely affect the global economy and financial markets and lead\nto instability and lack of liquidity in capital markets.\n\n \n\n36\n\n \n\n \n\nSimilarly,\nother events outside of our control, including natural disasters, climate-related events and pandemic or health crises (such as the COVID-19\npandemic) may arise from time to time, and any such events may cause significant volatility and declines in the global markets and have\ndisproportionate impacts to certain industries or sectors and disruptions to commerce (including economic activity, travel and supply\nchain), and may adversely affect the global economy or capital markets.\n\n \n\nAny\nof the abovementioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting\nfrom the Russian invasion of Ukraine, the escalation of the conflict involving the United States, Israel and Iran and others in the Middle\nEast and Southwest Asia and subsequent sanctions or related actions, could adversely affect our business, financial conditions and results\nof operations.\n\n \n\nThe\nextent and duration of the ongoing conflicts, resulting sanctions and any related market disruptions are impossible to predict, but could\nbe substantial, particularly if current or new sanctions continue for an extended period of time, if geopolitical tensions result in\nexpanded military operations on a global scale or if there are disruptions in the supply of oil or other commodities.\n\n \n\nAny\nsuch disruptions may also have the effect of heightening many of the other risks described in this Item. If these disruptions or other\nmatters of global concern continue for an extensive period of time, our business, financial conditions\nand results of operations may be adversely affected. In addition, our ability to raise equity or debt financing may be impacted\nby these and other events, including as a result of increased market volatility or decreased availability of third-party financing on\nacceptable terms or at all.\n\n \n\n**Military\nor other conflicts in Ukraine, between the United States, Israel and Iran and others in the Middle East and Southwest Asia or other armed\nhostilities may lead to increased volume and price volatility for publicly traded securities.**\n\n \n\nOngoing\nand potential military conflicts, including those in Ukraine and tensions involving the United States, Israel, Iran, and other countries\nin the Middle East and Southwest Asia, as well as other regions, may contribute to heightened geopolitical uncertainty. Such developments\nhave led, and may continue to lead, to increased volatility in global financial markets, including fluctuations in the volume and price\nof publicly traded securities. Geopolitical events are inherently unpredictable and may result in sharp market reactions, including declines\nin asset prices and reduced investor confidence.\n\n \n\nFurthermore,\ngeopolitical tensions may lead to the imposition of sanctions, export controls, trade restrictions, or other governmental actions that\ncould limit our ability to conduct business with certain counterparties or in certain jurisdictions. Such developments may also affect\nour access to capital markets or increase our cost of capital.\n\n \n\nAny\nof the foregoing factors, individually or in the aggregate, could adversely affect our business, results of operations, financial condition,\nand the market price and liquidity of our securities."}