Caption: Xie v. Nano Nuclear Energy, et al.
Case No.: 24-cv-6057 (JMF)
Jurisdiction: U.S. District Court, Southern District of New York
Judge: Hon. Jesse M. Furman
Summary
On January 8, 2026, Judge Jesse M. Furman granted defendants’ motion to dismiss the securities class action against Nano Nuclear Energy. The Court dismissed all Exchange Act claims under Section 10(b) and Rule 10b-5, as well as derivative control-person claims under Section 20(a). The dismissal was without prejudice, and plaintiffs were granted one final opportunity to amend within thirty days.
Allegations Against Nano Nuclear Energy
Plaintiffs alleged that Nano Nuclear Energy and certain officers and directors made material misstatements and omissions during the class period concerning the company’s leadership and advisory board, the progress and feasibility of its nuclear microreactor program, and plans to develop a fuel fabrication facility. The complaint asserted that these statements overstated Nano’s readiness, capabilities, and timelines, misleading investors in violation of the Exchange Act.
Defendants’ Motion to Dismiss
Nano and the individual defendants moved to dismiss under Rule 12(b)(6), arguing that the complaint failed to plead actionable misstatements or omissions, failed to allege scienter with particularity, and challenged forward-looking statements protected by the PSLRA safe harbor and the bespeaks-caution doctrine. Defendants also argued that the Section 20(a) claims failed because no primary violation was adequately alleged.
Plaintiffs’ Opposition
Plaintiffs contended that the complaint identified numerous false or misleading statements across SEC filings, press releases, and interviews. They argued that defendants knew or recklessly disregarded that their statements about timelines, regulatory progress, and business prospects were unrealistic, and that omitted facts rendered the disclosures misleading.
Court’s Ruling
The Court dismissed all Section 10(b) and Rule 10b-5 claims and, because no primary violation was stated, dismissed the Section 20(a) control-person claims as well. The Court granted defendants’ motion in full but allowed plaintiffs leave to amend the complaint one final time.
Court’s Rationale
Falsity: The Court held that many challenged statements were not false, were rendered immaterial by disclosure, or constituted non-actionable puffery. Other alleged omissions lacked a sufficient nexus to the statements made to create a duty to disclose.
Scienter: The Court found plaintiffs failed to plead motive or strong circumstantial evidence of conscious misbehavior or recklessness. Allegations of generalized optimism, regulatory uncertainty, and a single confidential witness opinion were insufficient to support a strong inference of scienter.
Forward-Looking Statements: The Court concluded that challenged projections and timelines were forward-looking and protected by meaningful cautionary language in Nano’s SEC filings, as well as by the PSLRA safe harbor and bespeaks-caution doctrine.
Section 20(a): Because plaintiffs failed to plead a primary Exchange Act violation, the control-person claims necessarily failed.
Case Status
The complaint has been dismissed in full. Plaintiffs may file a third amended complaint within thirty days of the Court’s January 8, 2026 order.
