Nano Nuclear Energy: enters asset purchase agreement to acquire Radnostix assets

What happened
The filing says Nano Nuclear Energy Inc. and its wholly owned subsidiary HALEU Energy Fuel Inc. entered into an Asset Purchase Agreement with Radnostix, Inc. (f/k/a International Isotopes, Inc.) and its subsidiary International Isotopes Fluorine Products, Inc. on Sep 28, 2026 to acquire Sellers’ U.S. nuclear fuel processing assets, including NRC Material License SUB-1011 and related intellectual property and technical materials associated with a planned DUF6 deconversion and fluorine extraction facility in Lea County, New Mexico. The filing also says the company issued a press release on Oct 1, 2026 announcing the acquisition.

Key details

• Purchase consideration at Closing: $9,500,000 in cash, less the escrowed funds and any amounts paid to release liens, plus $4,000,000 of restricted shares of the company’s common stock, with the number of shares based on the volume-weighted average price from the tenth trading day before the Purchase Agreement through the trading day before Closing; no fractional shares will be issued.
• Escrow: the company deposited $500,000 into escrow with Citibank, N.A. in connection with an earlier proposal letter; those Escrowed Funds are subject to release to Radnostix upon signing the Purchase Agreement.
• Closing conditions: NRC consent to the license transfer, Buyer acquiring fee simple title or a valid leasehold interest in the Hobbs Site in Lea County on terms satisfactory to Buyer, satisfactory environmental assessments of the Hobbs Site, and other customary approvals and consents. The parties currently expect closing in approximately 90 to 120 days, subject to these conditions.
• Transaction scope and liabilities: Purchased Assets include the NRC license, a New Mexico air quality permit, patents, technical and vendor materials and related assets; Buyer will assume only certain liabilities that arise under the Purchased Assets after Closing and all other liabilities remain with Sellers.
• Termination and timing: the Purchase Agreement can be terminated by mutual consent, for uncured material breach after 7 business days’ notice, if the Hobbs Site condition is not satisfied within 120 days after Sep 28, 2026 (Buyer may extend by 60 days), if environmental assessments are unsatisfactory (including remediation expenditures in excess of $100,000), or if the NRC license transfer has not occurred by the Outside Date.

Why it may matter
The filing reports Item 1.01 (entry into a material definitive agreement) covering the asset purchase agreement and Item 3.02 (unregistered sale of equity securities) for the restricted shares to be issued at Closing, and Item 7.01 for the Oct 1, 2026 press release. The filing describes the assets to be acquired, the purchase consideration, and the specific closing conditions (including NRC approval and site acquisition/assessments) without predicting outcomes. The filing does not show why the insider traded or why the company acted.