UCLE 10-Q
US Nuclear Corp. (UCLE)
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the quarterly period ended
Commission file number:
(Exact name of registrant as specified in its charter)
| State or other jurisdiction of | (I.R.S. Employer | |
| Incorporation or organization | Identification No.) |
(Address of principal executive offices)
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days.
Indicate by check mark whether the registrant
has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| ☒ | Smaller reporting company | ||
| 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 7(a)(2)(B) of the Securities Act. ☐
Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| |
The number of shares of the Registrant’s common stock outstanding
as of January 23, 2026, was
TABLE OF CONTENTS
| PART I | ||
| Item 1. | Financial Statements (Unaudited) | 1 |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 23 |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 27 |
| Item 4. | Controls and Procedures | 27 |
| PART II | ||
| Item 1. | Legal Proceedings | 28 |
| Item 1A. | Risk Factors | 28 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 28 |
| Item 3. | Defaults Upon Senior Securities | 29 |
| Item 4. | Mine Safety Disclosures | 29 |
| Item 5. | Other Information | 29 |
| Item 6. | Exhibits | 29 |
| Signatures | 30 |
i
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
US NUCLEAR CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
| September 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| (unaudited) | (audited) | |||||||
| ASSETS | ||||||||
| CURRENT ASSETS | ||||||||
| Cash | $ | $ | ||||||
| Accounts receivable, net | ||||||||
| Note receivable | ||||||||
| Inventories | ||||||||
| Prepaid expenses and other current assets | ||||||||
| TOTAL CURRENT ASSETS | ||||||||
| Property and equipment, net | ||||||||
| Investments | ||||||||
| Goodwill | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
| CURRENT LIABILITIES | ||||||||
| Accounts payable | $ | $ | ||||||
| Accrued liabilities | ||||||||
| Accrued compensation – officers | ||||||||
| Customer deposit | ||||||||
| Notes payable | ||||||||
| Convertible notes payable, net of debt discount | ||||||||
| Note payable to shareholder | ||||||||
| Line of credit | ||||||||
| TOTAL CURRENT LIABILITIES | ||||||||
| LONG-TERM LIABILITIES | ||||||||
| Notes payable | ||||||||
| TOTAL LONG-TERM LIABILITIES | ||||||||
| COMMITMENTS & CONTINGENCIES | ||||||||
| TOTAL LIABILITIES | ||||||||
| SHAREHOLDERS’ EQUITY: | ||||||||
| Common stock, $ | ||||||||
| Common shares to be issued ( | ||||||||
| Preferred stock, Series A, $ | ||||||||
| Preferred shares, Series A to be issued | ||||||||
| Additional paid in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| TOTAL SHAREHOLDERS’ EQUITY | ( | ) | ||||||
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
1
US NUCLEAR CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
| Three Months Ended | Nine Months Ended | |||||||||||||||
| September 30, | September 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Sales | $ | $ | $ | $ | ||||||||||||
| Cost of sales | ||||||||||||||||
| Gross profit | ||||||||||||||||
| Operating expenses | ||||||||||||||||
| Selling, general and administrative expenses | ||||||||||||||||
| Total operating expenses | ||||||||||||||||
| Loss from operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other income (expense) | ||||||||||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Incentive expense | ( | ) | ||||||||||||||
| Other income | ||||||||||||||||
| Total other income (expense) | ( | ) | ( | ) | ||||||||||||
| Income/(Loss) before provision for income taxes | ( | ) | ( | ) | ( | ) | ||||||||||
| Provision for income taxes | ||||||||||||||||
| Net income/(loss) | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||
| Preferred stock dividends | ( | ) | ( | ) | ||||||||||||
| Net income/(loss) attributed to common stockholders | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||
| Weighted average shares outstanding - basic and diluted | ||||||||||||||||
| Loss per shares - basic and diluted | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
2
US NUCLEAR CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY
(unaudited)
| Common Stock | Preferred Stock Series A | Additional Paid-In | Accumulated | Total Shareholders’ | ||||||||||||||||||||||||||||||||
| Shares | Amount | Payable | Shares | Amount | Payable | Capital | Deficit | Equity | ||||||||||||||||||||||||||||
| Balance, December 31, 2023 | $ | $ | - | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||
| - | - | |||||||||||||||||||||||||||||||||||
| Issuance of common stock for services | - | |||||||||||||||||||||||||||||||||||
| Issuance of common stock for debt and interest | - | |||||||||||||||||||||||||||||||||||
| Deemed dividend for down-round provision in warrants | - | - | ||||||||||||||||||||||||||||||||||
| Common shares to be issued for services | ( | ) | - | |||||||||||||||||||||||||||||||||
| Additional BCF discount for down-round provision on notes | - | - | ||||||||||||||||||||||||||||||||||
| Adoption of ASC 2020-06 | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| Balance, March 31, 2024 | $ | $ | - | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||
| Issuance of common stock for services | - | |||||||||||||||||||||||||||||||||||
| Issuance of common stock for debt and interest | - | |||||||||||||||||||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| Balance, June 30, 2024 | $ | $ | - | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||
| Issuance of preferred stock for conversion of debt | - | |||||||||||||||||||||||||||||||||||
| Issuance of common stock for debt and interest | - | |||||||||||||||||||||||||||||||||||
| Forgiveness of related party debt | - | - | ||||||||||||||||||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| Balance, September 30, 2024 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||
| Common Stock | Preferred Stock Series A | Additional Paid-In | Accumulated | Total Shareholders’ | ||||||||||||||||||||||||||||||||
| Shares | Amount | Payable | Shares | Amount | Payable | Capital | Deficit | Equity | ||||||||||||||||||||||||||||
| Balance, December 31, 2024 | $ | $ | - | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||
| - | - | |||||||||||||||||||||||||||||||||||
| Issuance of common stock for cash | - | |||||||||||||||||||||||||||||||||||
| Issuance of common stock for services | - | |||||||||||||||||||||||||||||||||||
| Issuance of common stock for debt and interest | - | |||||||||||||||||||||||||||||||||||
| Preferred stock issued | - | ( | ) | |||||||||||||||||||||||||||||||||
| Preferred stock dividends, payable in common shares | - | - | ( | ) | ||||||||||||||||||||||||||||||||
| Preferred stock dividends, payable in cash | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| Balance, March 31, 2025 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||
| Issuance of common stock for debt and interest | - | - | ||||||||||||||||||||||||||||||||||
| Cashless exercise of warrants | - | ( | ) | |||||||||||||||||||||||||||||||||
| Incentive expense on convertible debt | - | - | ||||||||||||||||||||||||||||||||||
| Warrants issued for services | - | - | ||||||||||||||||||||||||||||||||||
| Warrants issued for debt | - | - | ||||||||||||||||||||||||||||||||||
| Preferred stock dividends, payable in common shares | - | - | ( | ) | ||||||||||||||||||||||||||||||||
| Preferred stock dividends, payable in cash | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| Treasury Shares | ( | ) | ( | ) | - | ( | ) | ( | ) | |||||||||||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| Balance, June 30, 2025 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||
| Issuance of common stock for debt | ( | ) | - | |||||||||||||||||||||||||||||||||
| Warrants issued for services | - | - | ||||||||||||||||||||||||||||||||||
| Preferred stock issued for debt | - | |||||||||||||||||||||||||||||||||||
| Preferred stock dividends, payable in common shares | - | - | ( | ) | ||||||||||||||||||||||||||||||||
| Preferred stock dividends, payable in cash | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| Net income | - | - | ||||||||||||||||||||||||||||||||||
| Balance, September 30, 2025 | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
3
US NUCLEAR CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
| Nine Months Ended | ||||||||
| September 30, | ||||||||
| 2025 | 2024 | |||||||
| OPERATING ACTIVITIES | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustment to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation and amortization | ||||||||
| Issuance of common stock for compensation and services | ||||||||
| Issuance of common stock for debt | ||||||||
| Financing costs | ||||||||
| Incentive expense | ||||||||
| Loss on deconsolidation | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | ( | ) | ||||||
| Note receivable | ( | ) | ||||||
| Inventories | ( | ) | ( | ) | ||||
| Prepaid | ||||||||
| Accounts payable | ( | ) | ||||||
| Accounts payable - related parties | ||||||||
| Accrued liabilities | ||||||||
| Accrued compensation - officers | ||||||||
| Customer deposits | ( | ) | ||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| INVESTING ACTIVITIES | ||||||||
| Employee advance | ( | ) | ||||||
| Note receivable | ( | ) | ||||||
| Net cash used in investing activities | ( | ) | ||||||
| FINANCING ACTIVITIES | ||||||||
| Net borrowings (repayments) under lines of credit | ||||||||
| Proceeds from issuance of note payable shareholder | ||||||||
| Repayments of note payable shareholder | ( | ) | ||||||
| Proceeds from notes payable | ||||||||
| Repayments of notes payable | ( | ) | ( | ) | ||||
| Treasury stock | ( | ) | ||||||
| Proceeds from issuance of common stock | ||||||||
| Cash dividends paid | ( | ) | ||||||
| Net cash provided by financing activities | ||||||||
| NET INCREASE (DECREASE) IN CASH | ( | ) | ( | ) | ||||
| CASH | ||||||||
| Beginning of period | $ | $ | ||||||
| End of period | $ | $ | ||||||
| Supplemental disclosures of cash flow information | ||||||||
| Taxes paid | $ | $ | ||||||
| Interest paid | $ | $ | ||||||
| Dividends paid | $ | $ | ||||||
| Non-cash disclosures: | ||||||||
| Common stock issued for conversion of debt and interest | $ | $ | ||||||
| Preferred stock issued for conversion of debt | $ | $ | ||||||
| Preferred stock dividends payable | $ | $ | ||||||
| Stock option expense | $ | $ | ||||||
| Additional principal as consideration for maturity date extension | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
4
US NUCLEAR CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024
Note 1 – Organization and Basis of Presentation
Organization and Line of Business
US Nuclear Corp., formerly known as APEX 3, Inc.,
(the “Company” or “US Nuclear”) was incorporated under the laws of the State of Delaware on
On May 31, 2016, the Company entered into an Asset Purchase Agreement with Electronic Control Concepts (“ECC”) whereby the Company purchased certain tangible and intangible assets of ECC.
The Company is engaged in developing, manufacturing, and selling radiation detection and measuring equipment. The Company markets and sells its products to consumers throughout the world.
Interim financial statements
The unaudited interim financial statements included herein, presented in accordance with United States generally accepted accounting principles and stated in US dollars, have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosure normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosure is adequate to make the information presented not misleading.
These statements reflect all adjustment, consisting of normal recurring adjustments, which, in the opinion of management, are necessary for fair presentation of the information contained therein. It is suggested that these interim financial statements be read in conjunction with the financial statements of the Company for the year ended December 31, 2024, and notes thereto included in the Company’s annual report on Form 10-K filed on June 25, 2025. The Company follows the same accounting policies in the preparation of interim reports. Results of operations for the interim period are not indicative of annual results.
Going Concern
The accompanying consolidated financial statements
have been prepared assuming that the Company will continue as a going concern. The Company recorded a net loss of
$
The Company’s ability to continue as a going concern is dependent upon its ability to generate profitable operations in the future and/or obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management has plans to seek additional capital through some private placement offerings of debt and equity securities. These plans, if successful, will mitigate the factors which raise substantial doubt about the Company’s ability to continue as a going concern. These consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might result from this uncertainty.
Note 2 – Summary of Significant Accounting Policies
Principles of Consolidation
The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Optron Scientific Company, Overhoff Technology Corporation (“Overhoff”), and its wholly-owned subsidiary, Electronic Control Concepts (“ECC”), have been prepared in conformity with accounting principles generally accepted in the United States of America. All significant intercompany transactions and balances have been eliminated.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. It is possible that accounting estimates and assumptions may be material to the Company due to the levels of subjectivity and judgment involved.
5
US NUCLEAR CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024
Cash and Cash Equivalents
Cash and cash equivalents include cash on hand and cash in time deposits, certificates of deposit and all highly liquid debt instruments with original maturities of three months or less. There were cash equivalents as of September 30, 2025, and December 31, 2024.
Concentration of Credit Risk
Financial instruments, which potentially subject the Company to concentrations of credit risk, consist of cash and cash equivalents. The Company places its cash with high quality financial institutions and at times may exceed the FDIC insurance limit. The Company has not and does not anticipate incurring any losses related to this credit risk.
Accounts Receivable
The Company maintains reserves for potential credit
losses for accounts receivable. Management reviews the composition of accounts receivable and analyzes historical bad debts, customer
concentrations, customer credit worthiness, current economic trends and changes in customer payment patterns to evaluate the adequacy
of these reserves. Reserves are recorded based on the Company’s historical collection history in addition to an analysis of
future potential credit losses. Management considers the aging of accounts receivable, changes to customer credit ratings, as well as
any industry-specific factors and economic growth trends that could impact credit loss estimates. Allowance for doubtful accounts as of
September 30, 2025, and December 31, 2024 were $
Inventories
Inventories are valued at the lower of cost (determined
primarily by the average cost method) or net realizable value. Management compares the cost of inventories with the net realizable value
and allowance is made for writing down their inventories to net realizable value, if lower. As of September 30, 2025, and December 31,
2024, the Company recorded $
Property and Equipment
Property and Equipment are stated at cost. Expenditures
for maintenance and repairs are charged to earnings as incurred; additions, renewals and betterments are capitalized. When equipment is
retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts, and any gain
or loss is included in operations.
| Furniture and fixtures | ||
| Leasehold improvement | ||
| Equipment | ||
| Computers and software |
6
US NUCLEAR CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024
Long-Lived Assets
The Company applies the provisions of Accounting Standards Codification (“ASC”) Topic 360, Property, Plant, and Equipment, which addresses financial accounting and reporting for the impairment or disposal of long-lived assets. ASC 360 requires impairment losses to be recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amounts. In that event, a loss is recognized based on the amount by which the carrying amount exceeds the fair value of the long-lived assets. Loss on long-lived assets to be disposed of is determined in a similar manner, except that fair values are reduced for the cost of disposal. As of December 31, 2024, the Company believes there was impairment of its long-lived assets.
Goodwill
Goodwill represents the excess of the purchase price over the underlying net assets of businesses acquired. The entire goodwill balance in the accompanying financial statements resulted from the Company’s acquisition of Overhoff Technology Corporation in 2006. The Company complies with ASC 350, Goodwill and Other Indefinite Lived Intangible Assets, requiring that an impairment test be performed at least annually. As of December 31, 2024, the Company performed the required impairment analysis, resulting in no impairment adjustments. Significant estimates used in the goodwill impairment analysis may change in the upcoming year if revenues do not rebound and the cost of materials continues to increase.
Investments
The Company accounts for investments in equity
securities without a readily determinable fair value at cost, minus impairment. If the Company identifies observable price changes in
orderly transactions for the identical or a similar investment of the same issuer, the Company measures the equity security at fair value
as of the date that the observable transaction occurred (“the measurement alternative”) in accordance with ASC 321. The Company
accounts for investments for which it owns
Derivative Financial Instruments
The Company evaluates all of its agreements to determine if such instruments have derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based derivative financial instruments, the Company uses a weighted-average Black-Scholes-Merton option pricing model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. During the nine months ended September 30, 2025, and December 31, 2024, there were no derivative liabilities associated with our convertible notes payable.
Fair Value of Financial Instruments
For certain of the Company’s financial instruments, including cash, accounts receivable, accounts payable, accrued liabilities, customer deposits, and line of credit, the carrying amounts approximate their fair values due to their short maturities. In addition, the Company has a note payable to a shareholder that the carrying amount also approximates fair value.
Convertible Preferred Stock
The Company has authorized
7
US NUCLEAR CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024
The Company relied upon guidance and accounted for the Series A Convertible Preferred in accordance with ASC 480 and ASC 470 and determined that the Series A Preferred shares would be considered equity transactions. Except for the dividends, the only mandatory payments are the conversions at maturity, however since the conversions are settled in the Company’s own common stock, the Series A Preferred do not meet the criteria for liability classification. The Company also considered the requirement to classify the Series A Convertible Preferred as temporary equity; however, the Series A shares are not redeemable at the holder’s discretion. The Call option rests solely with management of the Company, and the mandatory redemption does not necessitate cash payment since the Company has the option to settle in common stock. The Company considered it highly unlikely that it would redeem the shares for cash at maturity. In addition, extinguishment of debt transactions with related parties are considered to be capital transactions.
Treasury Stock
The company may, from time to time, re-acquire its own issued and outstanding common or preferred stock. Reacquired shares are designated as treasury shares and are recorded at the cost of the shares surrendered. Treasury shares are not considered an asset; rather, they are presented as a deduction from total stockholders’ equity on the balance sheet. The company accounts for treasury share transactions using the Par Value Method in accordance with ASC 505-30. (See Note 9)
Warrants
The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, “Distinguishing Liabilities from Equity” (“ASC 480”) and ASC 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.
For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations.
The Company considers the dilutive effect of warrants in its calculation of diluted EPS using the treasury stock method. However, the calculation excludes any warrants that are anti-dilutive.
Revenue Recognition
Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (“Topic 606”), became effective for the Company on January 1, 2018. The Company’s revenue recognition disclosure reflects its updated accounting policies that are affected by this new standard. The Company applied the “modified retrospective” transition method for open contracts for the implementation of Topic 606. As sales are and have been primarily from the sale of products to customers, and the Company has no significant post-delivery obligations, this new standard did not result in a material recognition of revenue on the Company’s accompanying consolidated financial statements for the cumulative impact of applying this new standard. The Company made no adjustments to its previously reported total revenues, as those periods continue to be presented in accordance with its historical accounting practices under Topic 605, Revenue Recognition.
Revenue from the product sales is recognized under Topic 606 in a manner that reasonably reflects the delivery of its products to customers in return for expected consideration and includes the following elements:
| ● | executed contracts with the Company’s customers that it believes are legally enforceable; |
| ● | identification of performance obligations in the respective contract; |
8
US NUCLEAR CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024
| ● | determination of the transaction price for each performance obligation in the respective contract; |
| ● | allocation the transaction price to each performance obligation; and |
| ● | recognition of revenue only when the Company satisfies each performance obligation. |
These five elements, as applied to each of the Company’s revenue categories, are summarized below:
| ● | Product sales - revenue is recognized when the Company performs its obligations under the contracts it has with its customers to deliver products at an agreed upon price and it is generally when the control of the product has been transferred to the customer. |
Payments received before all of the relevant criteria for revenue recognition are satisfied are recorded as customer deposits.
Sales returns and allowances were $
See Notes 11 and 12 for disclosures of revenue disaggregated by geographical area and product line.
Customer Deposits
Customer deposits represent cash paid to the Company by customers before the product has been completed and shipped and are considered fully refundable.
Income Taxes
The Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes. ASC 740 requires a company to use the asset and liability method of accounting for income taxes, whereby deferred tax assets are recognized for deductible temporary differences, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion, or all of, the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.
Under ASC 740, a tax position is recognized as
a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination
being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than
Stock-Based Compensation
The Company records stock-based compensation in accordance with FASB ASC Topic 718,” Compensation – Stock Compensation.” FASB ASC Topic 718 requires companies to measure compensation cost for stock-based employee compensation at fair value at the grant date and recognize the expense over the employee’s requisite service period. The Company recognizes in the statement of operations the grant-date fair value of stock options and other equity-based compensation issued to employees and non-employees.
Basic and Diluted Earnings Per Share
Earnings per share is calculated in accordance with ASC Topic 260, Earnings Per Share. Basic earnings per share (“EPS”) is based on the weighted average number of common shares outstanding.
9
US NUCLEAR CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024
Diluted EPS is based on the assumption that all
dilutive convertible shares and stock warrants were converted or exercised. Dilution is computed by applying the treasury stock method.
Under this method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later),
and as if funds obtained thereby were used to purchase common stock at the average market price during the period.
| Nine Months Ended September 30, | ||||||||
| 2025 | 2024 | |||||||
| Common Stock | Common Stock | |||||||
| Numerator: | ||||||||
| Net income (loss) | $ | ( | ) | $ | ( | ) | ||
| Preferred stock dividends | ( | ) | ||||||
| Net income (loss) attributable to common stockholders | $ | ( | ) | $ | ( | ) | ||
| Denominator: | ||||||||
| Weighted-average shares used to compute net income (loss) per share attributable to common stockholders—basic | ||||||||
| Effect of dilutive securities | ||||||||
| Weighted-average shares used to compute net income (loss) per share attributable to common stockholders—diluted | ||||||||
| Net income (loss) per share attributable to common stockholders—basic | $ | ( | ) | $ | ( | ) | ||
| Net income (loss) per share attributable to common stockholders—diluted | $ | ( | ) | $ | ( | ) | ||
The following have been excluded from the computation of diluted net income (loss) per share attributable to common stockholders as their effect would have been antidilutive:
| Nine Months Ended September 30, | ||||||||
| 2025 | 2024 | |||||||
| Common Stock | Common Stock | |||||||
| Common stock dividends | ||||||||
| Convertible Notes and Interest | ||||||||
| Convertible Preferred Stock | ||||||||
| Warrants | ||||||||
| Total anti-dilutive securities | ||||||||
Segment Reporting
FASB ASC Topic 280, Segment Reporting,
requires use of the “management approach” model for segment reporting. The management approach model is based on the way a
company’s management organizes segments within the company for making operating decisions and assessing performance. The Company
determined it has
Related Parties
The Company accounts for related party transactions in accordance with ASC 850, Related Party Disclosures. A party is considered to be related to the Company if the party directly or indirectly or through one or more intermediaries, controls, is controlled by, or is under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. A party which can significantly influence the management or operating policies of the transacting parties or if it has an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests is also a related party.
10
US NUCLEAR CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024
Reclassifications
Certain prior period amounts were reclassified to conform to the manner of presentation in the current period. These reclassifications had no effect on the net loss or shareholders’ equity.
Recent Accounting Pronouncements
On November 4, 2024, the FASB issued an ASU No. 2024-03, Disaggregation of Income Statement Expenses (“ASU 2024 03”) to improve the disclosures about a public business entity’s expenses and address requests from investors for more detailed information about the types of expenses in commonly presented expense captions (such as cost of sales; selling, general, and administrative expenses; and research and development). In January 2025, the FASB issued ASU No. 2025-01, Clarifying the Effective Date (“ASU 2025-01”). The amendments, as clarified by ASU 2025-01, are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The amendments in this ASU should be applied either (1) prospectively to financial statements issued for reporting periods after the effective date of the ASU or (2) retrospectively to any or all prior periods presented in the financial statements. The Company is currently evaluating the impact that the adoption of ASU 2024-03 will have on its consolidated financial statement presentation or disclosures.
In January 2025, the FASB issued ASU 2025-01 Income Statement-Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40). The FASB issued ASU 2024-03 on November 4, 2024-03 states that the amendments are effective for public business entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Following the issuance of ASU 2024-03, the FASB was asked to clarify the initial effective date for entities that do not have an annual reporting period that ends on December 31 (referred to as non-calendar year-end entities). Because of how the effective date guidance was written, a non-calendar year-end entity may have concluded that it would be required to initially adopt the disclosure requirements in ASU 2024-03 in an interim reporting period, rather than in annual reporting period. The FASB’s intent in the basis for conclusions of ASU 2024-03 is clear that all public business entities should initially adopt the disclosure requirements in the first annual reporting period beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027. The Company is currently evaluating the impact that the adoption of ASU 2025-01 will have on its consolidated financial statement presentation or disclosures.
In July 2025, the FASB issued ASU No. 2025-05, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, which is intended to simplify how companies measure credit losses on short-term accounts receivable and contract assets. The amendments in the ASU add a practical expedient, whereby a company assumes that current conditions as of the balance sheet date do not change for the remaining life of the asset. The new standard is effective for annual reporting periods beginning after December 31, 2025, and interim reporting periods withing those annual reporting periods, with early adoption permitted. The Company is currently evaluating the new standard and does not expect this ASU to have a material effect on the Company’s consolidated financial statements and related disclosures.
Note 3 – Inventories, net
Inventory as of September 30, 2025, and December 31, 2024 consisted of the following:
| 2025 | 2024 | |||||||
| Raw materials | $ | $ | ||||||
| Work in Progress | ||||||||
| Finished goods | ||||||||
| Total inventories, net | $ | $ | ||||||
As of September 30, 2025, and December 31, 2024 the inventory reserve
was $
Note 4 – Property and Equipment
The following are the details of property and equipment as of September 30, 2025, and December 31, 2024:
| 2025 | 2024 | |||||||
| Furniture and fixtures | $ | $ | ||||||
| Leasehold improvements | ||||||||
| Equipment | ||||||||
| Computers and software | ||||||||
| Less accumulated depreciation | ( | ) | ( | ) | ||||
| Property and equipment, net | $ | $ | ||||||
Depreciation expense for the nine months ended
September 30, 2025, and 2024 was $
11
US NUCLEAR CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024
Note 5 – Investments
MIFTEC
On August 3, 2018, the Company closed an agreement
by and among, MIFTEC Laboratories, Inc. (“MIFTEC”), a licensee of Magneto-Inertial Fusion Technologies, Inc., (“MIFTI”),
and the Company. MIFTEC is a licensee of MIFTI radionuclide technology. MIFTEC will engage the Company to manufacture equipment pursuant
to MIFTEC’s specifications and designs and have the Company as a sales representative for the manufactured equipment. The Company
will be the exclusive manufacturer and supplier to MIFTEC of equipment in North America and Asia. In addition, the Company received a
On September 5, 2025, the Company and MIFTEC Laboratories,
Inc. (“MIFTEC”) agreed to terminate the Cooperative Agreement entered into on May 30, 2018, as amended on August 5, 2021,
in full. As part of the settlement, and in exchange for the extinguishment of the rights and obligations associated with the MIFTEC agreement,
the Company agreed to cancel
MIFTI
On July 17, 2025, the Company and Magneto-Inertial
Fusion Technologies, Inc. (“MIFTI”) agreed to terminate the Cooperative Agreement entered into on April 22, 2019, in full.
As part of the settlement, and in exchange for the extinguishment of the rights and obligations associated with the MIFTI agreement, the
Company received
MIFTEC & MIFTI MERGER
On September 10, 2025, MIFTEC Laboratories, Inc.
(“MIFTEC”) and Magneto-Inertial Fusion Technologies, Inc. (“MIFTI”) entered into a merger agreement whereby each
share of MIFTEC common stock was converted into the right to receive
| Pre-Merger common stock | Post-Merger MIFTI common stock | |||||||
| MIFTI | ||||||||
| MIFTEC | ||||||||
12
US NUCLEAR CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024
GRAPHETON
On February 5, 2020, the Company entered into a Stock Purchase Agreement (“SPA”) with Grapheton, Inc., a California corporation (“Grapheton”). The transaction was closed on March 12, 2020. Grapheton is a start-up company that focuses on building energy storage devices, known as supercapacitors, from a new material system. The technology utilized by Grapheton has been proven to provide a compelling advantage in microelectrode arrays with superior electrical and electrochemical properties.
Pursuant to the terms of the SPA, the Corporation
will acquire a total of
In connection with the SPA, during the second
quarter of 2021 the Company received an additional
An additional “true up” issuance of the Company’s common stock to Grapheton may be made on the second anniversary of the closing of the SPA, based on the valuation of the Company’s common stock on that date by a third-party valuator.
The Company currently owns
Information regarding Grapheton for the nine months ended September 30, 2025, is below:
| Current assets | $ | |||
| Total assets | ||||
| Current liabilities | ||||
| Total liabilities | ||||
| Total stockholders’ equity | ( | ) | ||
| Revenue | $ | |||
| Operating expenses | ( | ) | ||
| Other expenses | ||||
| Net loss | ( | ) |
The carrying value of this investment as of September
30, 2025 was $
AVEROX
On March 3, 2023, the Company divested
itself of its wholly-owned subsidiary, Cali From Above, through a Membership Interest Purchase Agreement with the Company’s President
and Chief Executive Officer, Robert Goldstein. Consideration received by the Company was
Note 6 – Notes Payable
In connection with the acquisition of assets from
ECC the Company issued a note payable to the owner of ECC. The note accrued interest at
13
US NUCLEAR CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024
On December 26, 2020, a line of credit held by
the company had matured, and based on the terms of the line of credit agreement was converted to a note payable upon demand. The obligation
accrues interest at the rate of $
On October 12, 2023, the Company entered into
a note payable in the amount of $
On September 30, 2024, the Company entered into
a Promissory Note with Gold Team Inc., a company owned by the Company’s CEO, in the amount of $
On September 30, 2024, the Company entered into
a Promissory Note with Robert Goldstein, the Company’s CEO, in the amount of $
On September 30, 2024, the Company’s previous
CFO, Richard Landry, agreed to convert $
On October 29, 2024, the Company entered into
a note payable in the amount of $
On October 31, 2024, the Company entered into
a note payable in the amount of $
During the twelve months ended December 31, 2024,
the Company received $
During the twelve months ended December 31, 2024,
the Company received $
On April 15, 2025, the Company entered into a
promissory note with a third party for $
14
US NUCLEAR CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024
Convertible Notes
On May 5, 2022, the Company received a loan in
connection with the issuance of stock warrants in the amount of $
On October
10, 2022, the Company received a loan in connection with the issuance of stock warrants in the amount of $
Effective January 1, 2024, the Company adopted
guidance which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible
instruments and contracts in an entity’s own equity. This guidance was adopted using a modified retrospective approach. The
Company used the modified retrospective approach whereby amounts previously reported have not been revised. Upon adoption we recognized
a decrease to additional paid-in capital of $
On April 17, 2024, the Holder of the Company’s
convertible Notes issued on May 5, 2022, and October 10, 2022, agreed to extend the maturity dates to December 31, 2024, under Amendment
#2 of the Notes. In consideration for extending the maturity dates, the principal balance of Note 1 was increased by $
On December 20, 2024, the Company received $
On December 20, 2024, the Company received $
15
US NUCLEAR CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024
The following table summarizes certain details related to our outstanding convertible notes:
| September 30, 2025 | ||||||||||||||||||||
| Maturity Date | Principal Amount | Contractual Interest | Stated Interest Rate | Default Interest | Effective Interest Rate | |||||||||||||||
| February 20, 2030 | $ | $ | % | % | % | |||||||||||||||
| February 20, 2030 | $ | $ | % | % | % | |||||||||||||||
Demand Notes Payable to Shareholders
Robert Goldstein, the CEO and majority shareholder,
has loaned funds to the Company from time to time to cover general operating expenses. These loans are evidenced by unsecured, non-interest-bearing
notes, payable upon demand. During the twelve months ended December 31, 2024, the Company’s majority shareholder loaned $
On March 25, 2025, the Company’s CFO loaned funds to the Company to cover general operating expenses. The loan is unsecured, non-interest bearing, and is payable upon demand. As of September 30, 2025, the balance owed was pain in full. (see Note 9)
Future maturities of all loans and notes payable as of September 30, 2025, are as follows:
| Years ended December 31, | September 30, 2025 | December 31, 2024 | ||||||
| 2025 | $ | $ | ||||||
| 2026 | ||||||||
| 2027 | ||||||||
| 2028 | ||||||||
| 2029 | ||||||||
| Thereafter | ||||||||
| $ | $ | |||||||
Note 7 – Lines of Credit
As of September 30, 2025, the Company had three
lines of credit with a maximum borrowing amount of $
Note 8 – Leases
The Company determines whether a contract is or contains a lease at inception of the contract and whether that lease meets the classification criteria of a finance or operating lease. When available, the Company uses the rate implicit in the lease to discount lease payments to present value; however, most of the Company’s leases do not provide a readily determinable implicit rate. Therefore, the Company must discount lease payments based on an estimate of its incremental borrowing rate which is based on the interest rate of similar debt outstanding.
The Company leases its current facilities from
Gold Team Inc., a company owned by the Company’s CEO, which owns both the Canoga Park, CA and Milford, Ohio locations. The leases
expire annually on April 30, and the Company exercised its renewal option for an additional
16
US NUCLEAR CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024
The lease expense for the nine months ended September
30, 2025, and 2024 was $
On September 30, 2024, the cumulative balance
payable on the leases was $
Note 9 – Shareholders’ Equity
Common stock
During the nine months ended September 30, 2025, the Company issued:
| ● |
| ● |
| ● |
| ● | ||
| ● |
As of September 30, 2025, the Company is obligated
but has not yet issued
During the nine months ended September 30, 2024, the Company issued:
| ● |
| ● |
Treasury Stock
On April 2, 2025, the Company repurchased and
cancelled
Convertible Preferred Stock, Series A
On November 27, 2024,
the Company amended its Articles of Incorporation to authorize Series A Convertible Preferred Stock. The number of shares constituting
such Series A Preferred Stock shall be
17
US NUCLEAR CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024
As of September 30, 2025, the Company is obligated, but has not yet issued:
| ● |
| ● |
| ● |
| ● |
| ● |
The Company
has accrued an aggregate of $
The Company
has accrued an aggregate of
Additional Paid in Capital
During the
nine months ending September 30, 2025, the Company recorded $
During the
twelve months ending December 31, 2024, the Company recorded $
Warrants
On January 1, 2025, the Company issued two identical
cashless warrant agreements for advisory services, entitling each holder to acquire up to
On April 15, 2025, and as consideration for entering
into a $
18
US NUCLEAR CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024
On April 11, 2025, the Company entered into a
two-year Warrant agreement with the operations manager at the Company’s Overhoff division. The Agreement allows the Holder to exercise
the warrant, in whole or in part, by cash or cashless exercise. The warrant shares will vest, provided the Holder remains continuously
employed by the Company through each applicable vesting date: (1)
On June 6, 2025, the Company issued
On September 1, 2025, the Company issued five
identical cashless warrant agreements for services, entitling each holder to acquire an aggregate of
The Company’s warrants are classified as equity, and their value is carried in the additional paid-in capital account in the stockholders’ equity section of the balance sheet.
The following table summarizes the activity related to warrants outstanding:
| Weighted | ||||||||||||||||
| Weighted | Average | |||||||||||||||
| Average | Remaining | Aggregate | ||||||||||||||
| Warrants | Exercise | Contractual | Intrinsic | |||||||||||||
| Outstanding | Price | Life | Value | |||||||||||||
| Outstanding, December 31, 2023 | $ | $ | ||||||||||||||
| Granted | ||||||||||||||||
| Forfeited | ||||||||||||||||
| Exercised | ||||||||||||||||
| Outstanding, December 31, 2024 | $ | $ | ||||||||||||||
| Granted | ||||||||||||||||
| Forfeited | ||||||||||||||||
| Exercised | ( | ) | ||||||||||||||
| Outstanding, September 30, 2025 | ** | $ | $ | |||||||||||||
| Exercisable, September 30, 2025 | ** | $ | $ | |||||||||||||
The following table summarizes information about outstanding and exercisable warrants as of September 30, 2025.
| Outstanding and Exercisable | ||||||
| Number of Warrants | Exercise Price | |||||
| $ | ||||||
| ** | ||||||
| ** | ||||||
| ** |
19
US NUCLEAR CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024
Note 10 – Segment Reporting
ASC Topic 280, “Segment Reporting,”
requires use of the “management approach” model for segment reporting. The management approach model is based on the way a
company’s management organizes segments within the company for making operating decisions and assessing performance. The Company
has
Although
the reportable segments use similar production processes for the Company’s hardware and software products and services, each one
is managed separately to better align with the type of product manufactured. Our Optron facility produces radiation monitors, while the
Overhoff facility manufactures tritium monitors. Both facilities offer calibration and repair services to the respective monitor systems
or devices.
The following tables summarize the Company’s segment information for the three and nine months ended September 30, 2025, and 2024:
| Three Months Ended | Nine Months Ended | |||||||||||||||
| September 30, | September 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Sales | ||||||||||||||||
| Optron | $ | $ | $ | $ | ||||||||||||
| Overhoff | ||||||||||||||||
| Corporate | ||||||||||||||||
| $ | $ | $ | $ | |||||||||||||
| Gross profit | ||||||||||||||||
| Optron | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ||||||
| Overhoff | ||||||||||||||||
| Corporate | ||||||||||||||||
| $ | $ | $ | $ | |||||||||||||
| Income (loss) from operations | ||||||||||||||||
| Optron | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Overhoff | ) | |||||||||||||||
| Corporate | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||
| Interest Expenses | ||||||||||||||||
| Optron | $ | $ | $ | $ | ||||||||||||
| Overhoff | ||||||||||||||||
| Corporate | ||||||||||||||||
| $ | $ | $ | $ | |||||||||||||
| Net income (loss) | ||||||||||||||||
| Optron | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Overhoff | ||||||||||||||||
| Corporate | ( | ) | ( | ) | ( | ) | ||||||||||
| $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||
20
US NUCLEAR CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024
| As of September 30, | ||||||||
| 2025 | 2024 | |||||||
| Total Assets | ||||||||
| Optron | $ | $ | ||||||
| Overhoff | ||||||||
| Corporate | ||||||||
| $ | $ | |||||||
| Goodwill | ||||||||
| Optron | $ | $ | ||||||
| Overhoff | ||||||||
| Corporate | ||||||||
| $ | $ | |||||||
Note 11 – Geographical Sales
Net geographical sales are based on the location of customers of both reportable segments. Operating income for each geographic segment consists of net sales to third parties. The geographical information provided to the Company’s chief operating decision maker for the purpose of making decisions and assessing segment performance excludes asset information.
The geographical distribution of the Company’s sales for the three and nine months ended September 30, 2025, and 2024 is as follows:
| Three Months Ended September 30, | ||||||||
| 2025 | 2024 | |||||||
| Geographical sales | ||||||||
| North America | $ | $ | ||||||
| Asia | ||||||||
| Other | ||||||||
| $ | $ | |||||||
| Nine Months Ended September 30, | ||||||||
| 2025 | 2024 | |||||||
| Geographical sales | ||||||||
| North America | $ | $ | ||||||
| Asia | ||||||||
| Other | ||||||||
| $ | $ | |||||||
Note 12 – Concentrations
For the nine months ended September 30, 2025,
two customers accounted for
For the
nine months ended September 30, 2024, three customers accounted for
No vendors accounted for more than 10% of the Company’s purchases for the nine months ended September 30, 2025, and 2024.
21
US
NUCLEAR CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024
Note 13 – Related Party Transactions
The Company leases its current facilities month-to-month
from Gold Team Inc., a company principally owned by the Company’s CEO, which owns both Canoga Park, CA and Milford, Ohio locations.
Rent expense for the nine months ended September 30, 2025, and 2024 was $
During the nine months ending September 30, 2025,
the Company received an aggregate of $
As of September 30, 2025, and September 30, 2024,
the Company had accrued compensation payable to its CEO of $
On September 30, 2025, the Company’s CEO
converted a $
On September 30, 2025, Gold Team Inc., a company
principally owned by the Company’s CEO, converted a $
During the year ended December 31, 2024, the Company’s
prior CFO, Richard Landry, agreed to forgive $
During the year ended December 31, 2024, the Company’s
CFO, Michael Hastings, invested an aggregate of $
Note 14 – Subsequent Events
Management has evaluated subsequent events pursuant to the requirements of ASC Topic 855, from the balance sheet date through the date the financial statements were available to be issued and has determined that no material subsequent events exist other than the following:
On October 16, 2025, the Company’s Chief
Executive Officer lent the Company $
On October 20, 2025, the Board of Directors approved the cancellation “for cause” of all warrants associated with the April 11, 2025 Warrant Agreement with the operations manager at the Company’s Overhoff division.
On October 31, 2025, the Company entered into
a two-year promissory note for $
On December 1, 2025, the Board of Directors approved
monthly salaries to its Chief Executive Officer and Chief Financial Officer for $
On December 17, 2025, the Company entered into
a Business Loan and Security Agreement with a third party for $
On December 18, 2025, the Company entered into a Promissory Note for
$
22
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to help the reader understand US Nuclear Corp, our operations and our present business environment. MD&A is provided as a supplement to—and should be read in conjunction with—our consolidated financial statements and the accompanying notes included in this Quarterly Report on Form 10-Q. The audited financial statements for our fiscal year ended December 31, 2024, filed with the Securities Exchange Commission on Form 10-K on June 25, 2025, should be read in conjunction with the discussion below. This discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results may differ materially from those anticipated in these forward-looking statements. In the opinion of management, all material adjustments necessary to present fairly the results of operations for such periods have been included in these unaudited financial statements.
We were incorporated in Delaware on February 14, 2012, and on March 2, 2012, we filed a registration statement on Form 10 to register with the U.S. Securities and Exchange Commission as a public company. We were originally organized as a vehicle to investigate and, if such investigation warrants, acquire a target company or business seeking the perceived advantages of being a publicly held corporation.
Since our acquisition of Overhoff Technology in 2006, we have had discussions with other companies in our industry for an acquisition. While we targeted Overhoff due to its unique position in the tritium market, we had not commenced an acquisition since our Overhoff Technology acquisition; we believe in part the reason was due to lack of additional capital, our status as a privately held entity at the time, and focus on developing our own products. We will seek out companies whom our management believes will provide value to our customers and will complement our business. We will focus on diversifying our product line into a larger range so that our customers and vendors may have a more expansive experience in type, choice, options, price and selection. We also believe that with a more diverse product line we will become more competitive as our industry is intensely competitive.
Generally, our product concentration places a heavy reliance on our Overhoff Technology division. During the nine months ending September 30, 2025, we derived 64% of our total revenues from sales made by Overhoff to two customers. Our international revenues were 8.7% of our total revenue during the nine months ended September 30, 2025. We expect this to increase over time as we continue to field new order inquiries and engage new customers overseas. We believe that South Korea and China will likely be a larger contributor to revenue within the next few years. While we maintain steady growth domestically, the international side of our business may be a larger component as nuclear technology and rapid development for clean energy grows abroad. Additionally, the Company relies on continued growth and orders from CANDU reactors (Canada Deuterium Uranium), and rapid development of the next generation of nuclear reactors called Molten Salt Reactors, (MSR) and Liquid-Fluoride Thorium Reactors (LFTR), all of which purchase tritium detection and monitor products. There can be no assurances as to our growth projections and our risk profile as we depend upon increased foreign customers for business.
For the next twelve months, we anticipate we will need approximately $5,000,000 in additional capital to fund our business plans. If we do not raise the required capital, we may not meet our expenses and there can be no assurance that we will be able to do so and if we do, we may find the cost of such financing to be burdensome on the Company. Additionally, we may not be able to execute on our business plans due to unforeseen market forces such as lower natural gas prices, difficulty attracting qualified executive staff, general downturn in our sector or by competition as we operate in an extremely competitive market for all of our product offerings.
Robert I. Goldstein, our President, Chief Executive Officer and Chairman of the Board of Directors also maintains a position as President of Gold Team Inc., a Delaware company that invests in industrial real estate properties for investment purposes. He holds an 8% interest in Gold Team Inc. and spends approximately 5 hours per week on affairs related to Gold Team Inc. The Company leases its current facilities from Gold Team Inc., which owns both the Canoga Park, CA and Milford, Ohio properties. Beginning July 1, 2025, the rental rate at the Milford, Ohio location was reduced to $6,000 per month. The lease for the Canoga Park, CA location was renewed on a month-to-month basis and Gold Team has agreed to continue to forgo any rent at the California facility until further notice by Gold Team.
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On May 31, 2016, we entered into an Asset Purchase Agreement with Electronic Control Concepts (“ECC”) whereby the Company purchased certain tangible and intangible assets of ECC. ECC is a small manufacturer of test and maintenance meters for x-ray machines both medical and industrial. We acquired ECC to give a boost to our current x-ray related product and hospital/medical product sales.
Results of Operations
For the three months ended September 30, 2025, compared to the three months ended September 30, 2024:
| Three Months Ended September 30, | Change | |||||||||||||||
| 2025 | 2024 | $ | % | |||||||||||||
| Sales | $ | 595,305 | $ | 610,864 | $ | (15,559 | ) | -2.5 | % | |||||||
| Cost of goods sold | 296,163 | 138,315 | 157,848 | 114.1 | % | |||||||||||
| Gross profit | 299,142 | 472,549 | (173,407 | ) | -36.7 | % | ||||||||||
| Selling, general and administrative expenses | 557,518 | 541,731 | 15,787 | 2.9 | % | |||||||||||
| Loss from operations | (258,376 | ) | (69,182 | ) | (189,194 | ) | 273.5 | % | ||||||||
| Other expense | (69,269 | ) | (41,735 | ) | (27,534 | ) | 66.0 | % | ||||||||
| Other Income | 475,000 | - | 475,000 | 100.0 | % | |||||||||||
| Income/(Loss) before provision for income taxes | 147,355 | (110,917 | ) | 258,272 | -232.9 | % | ||||||||||
| Provision for income taxes | - | - | - | |||||||||||||
| Net loss | $ | 147,355 | $ | (110,917 | ) | $ | 258,272 | -232.9 | % | |||||||
Sales for the three months ended September 30, 2025, were $595,305 compared to $610,864 for the same period in 2024. The decrease of $15,559 or 2.5% is principally due to the mix of products and services sold during the period. The sales breakdown for the three months ended September 30, 2025, is as follows:
North America 95.01%
Asia (Including Japan) 3.14%
Other 1.85%
Our gross margin for the three months ended September 30, 2025, was 50.25% as compared to 77.36% for the same period in 2024. Gross margins decreased for the three months ended September 30, 2025, due to the mix of products sold versus services provided as well as fluctuations in the cost of materials used in manufacturing our products.
Selling, general and administrative expenses for the three months ended September 30, 2025, were $557,518 compared to $541,731 for the same period in 2024. The increase of $15,787 or 2.9% was principally due to stock-based compensation offset by decreases in payroll and employee benefits. Stock based compensation is issued for advisory services and as an incentive to consultants to increase revenues through the acquisition of new customers.
Other expense for the three months ended September 30, 2025, was $69,269 compared to $41,735 for the same period in 2024. The change was primarily due to an increase in interest expenses associated with our lines of credit and notes payable.
Other income for the three months ended September 30, 2025, $475,000 compared to $0 for the same period in 2024. The increase reflects settlement cash received in exchange for the extinguishment of the rights and obligations associated with the Company’s MIFTI and MIFTEC agreements. (See Note 5)
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For the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024:
| Nine Months Ended September 30, | Change | |||||||||||||||
| 2025 | 2024 | $ | % | |||||||||||||
| Sales | $ | 1,519,081 | $ | 1,741,182 | $ | (222,101 | ) | -12.8 | % | |||||||
| Cost of goods sold | 621,690 | 656,423 | (34,733 | ) | -5.3 | % | ||||||||||
| Gross profit | 897,391 | 1,084,759 | (187,368 | ) | -17.3 | % | ||||||||||
| Selling, general and administrative expenses | 1,835,772 | 1,661,569 | 174,203 | 10.5 | % | |||||||||||
| Loss from operations | (938,381 | ) | (576,810 | ) | (361,571 | ) | 62.7 | % | ||||||||
| Other expense | (157,295 | ) | (171,087 | ) | 13,792 | -8.1 | % | |||||||||
| Other Income | 475,000 | 19,577 | 455,423 | 2,326.3 | % | |||||||||||
| Income/(Loss) before provision for income taxes | (620,676 | ) | (728,320 | ) | 107,644 | -14.8 | % | |||||||||
| Provision for income taxes | - | - | - | |||||||||||||
| Net loss | $ | (620,676 | ) | $ | (728,320 | ) | $ | 107,644 | -14.8 | % | ||||||
Sales for the nine months ended September 30, 2025, were $1,519,081 compared to $1,741,182 for the same period in 2024. The decrease of $222,101 or 12.8% is a result of a decrease in sales from our Optron subsidiary of $195,895 and a decrease in sales from our Overhoff subsidiary of $26,206. The overall decrease in sales is principally due to the mix of products and services sold during the period. The sales breakdown for the nine months ended September 30, 2025, is as follows:
North America 92.78%
Asia (Including Japan) 3.17%
Other 4.05%
Our gross margins for the nine months ended September 30, 2025, were 59.07% as compared to 62.3% for the same period in 2024. Gross margins decreased for the nine months ended September 30, 2025, due to the mix of products sold versus services provided, as well as fluctuations in the cost of materials used in manufacturing our products.
Selling, general and administrative expenses for the nine months ended September 30, 2025, were $1,835,772 compared to $1,661,569 for the same period in 2024. The increase of $174,203 or 10.5% was principally due to decreases in professional fees and payroll and employee benefits, offset by increases in stock-based compensation. Stock based compensation is issued for advisory services and as an incentive to consultants to increase revenues through the acquisition of new customers.
Other expense for the nine months ended September 30, 2025, was $157,295 compared to $171,087 for the same period in 2024. The change was primarily due to a decrease in interest expenses related to our notes payable.
Other income for the nine months ended September 30, 2025, $475,000 compared to $19,577 for the same period in 2024. The increase reflects settlement cash received in exchange for the extinguishment of the rights and obligations associated with the Company’s MIFTI and MIFTEC agreements. (See Note 5)
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Liquidity and Capital Resources
Our operations have historically been financed by our majority shareholder and more recently from proceeds from the issuance of notes payable and sale of our common stock. We anticipate funding the growth of our business through the sales of additional shares of our common stock and loans from our majority stockholder if necessary.
At September 30, 2025, total assets decreased to $2,537,709 from $2,646,847 at December 31, 2024. The decrease primarily reflects decreases in cash, accounts receivable, and prepaid expenses, offset by an increase in inventories.
At September 30, 2025, total liabilities decreased to $2,391,319 from $3,503,012 at December 31, 2024. The decrease is primarily the net of decreases in accounts payable and accrued expenses, deferred revenue, and notes payable, offset by an increase in the balances of the Company’s lines of credit.
Net cash used in operating activities for the nine months ended September 30, 2025, was $95,978 compared to $425,469 for the same period in 2024. The change in cash used in operations was principally due to changes in inventory, accounts receivable, and customer deposit working capital accounts.
Net cash used in investing activities for the nine months ended September 30, 2025, was $0 compared to $21,581 for the same period in 2024. The decrease in cash used in investing activities was due to the decrease of advances and a note receivable.
Net cash provided by financing activities for the nine months ended September 30, 2025, was $41,045 compared to $325,988 for the same period in 2024. The decrease in cash from financing activities was primarily due to a reduction of proceeds from shareholder notes payable.
Critical Accounting Policies
Our financial statements and related public financial information are based on the application of accounting principles generally accepted in the United States (“US GAAP”). US GAAP requires the use of estimates; assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenues and expenses amounts reported. These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risk and financial condition. We believe our use of estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions. We continue to monitor significant estimates made during the preparation of our financial statements.
We believe our use of estimates and underlying accounting assumptions adhere to GAAP and are consistently applied. Our significant accounting policies are summarized in Note 2 to our consolidated financial statements.
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Income Taxes
The Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes. ASC 740 requires a company to use the asset and liability method of accounting for income taxes, whereby deferred tax assets are recognized for deductible temporary differences, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion, or all of, the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.
Under ASC 740, a tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. The adoption had no effect on the Company’s consolidated financial statements.
Off-Balance Sheet Arrangements
We have not entered into any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
None
Item 4. Controls and Procedures.
Evaluation of disclosure controls and procedures
Under the supervision and with the participation of our management, including our principal executive officer and the principal financial officer, we are responsible for conducting an evaluation of the effectiveness of the design and operation of our internal controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as of the end of the fiscal quarter covered by this report. Disclosure controls and procedures means that the material information required to be included in our Securities and Exchange Commission (“SEC”) reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms relating to our company, particularly during the period when this report was being prepared. Based on this evaluation, our principal executive officer and principal financial officer concluded as of the evaluation date that our disclosure controls and procedures were not effective as of September 30, 2025.
Changes in internal controls
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, performed an evaluation to determine whether any change in our internal controls over financial reporting occurred during the three-month period ended September 30, 2025. Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that no change occurred in the Company’s internal controls over financial reporting during the three months ended September 30, 2025, that has materially affected, or is reasonably likely to materially affect, the Company’s internal controls over financial reporting.
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
There are not presently any material pending legal proceedings to which the Company is a party or as to which any of its property is subject, and no such proceedings are known to the Company to be threatened or contemplated against it.
Item 1A. Risk Factors
See our Form 10K filed on June 25, 2025, for Risk Factors.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
On January 7, 2025, the Company issued 2,580,460 common shares for debt and interest for a value of $154,828, or $0.06 per share.
On January 16, 2025, the Company issued 650,000 shares to its CFO as compensation for services for a value of $50,700, or $0.078 per share.
On January 16, 2025, the Company issued 200,000 shares to a consultant for services for a value of $14,000, or $0.07 per share.
On January 24, 2025, the Company issued 1,786,966 common shares for debt and interest for a value of $107,218, or $0.06 per share, and the note was considered paid in full.
On March 6, 2025, the Company issued 1,000,000 common shares for $50,000 cash, or $0.05 per share. On March 19, 2025, the Company issued an additional 834,000 common shares in error, related to March 6, 2025 transaction, and the Company is working with the transfer agent to cancel the shares.
On April 2, 2025, the Company repurchased 135,000 shares from a shareholder for $7,425, or $0.06 per share.
On June 6, 2025, the Company issued 1,147,059 common shares for a cashless exercise of warrants outstanding.
On June 23, 2025, the Company issued 2,880,000 shares for debt for a value of $144,000, or $0.05 per share.
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Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information.
Item 6. Exhibits.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| US Nuclear Corp | ||
| By: | /s/ Robert Goldstein | |
| President, Chief Executive Officer, Chairman of the Board of Directors | ||
| By: | /s/ Michael Hastings | |
| Chief Financial Officer and Director | ||
Date: January 26, 2026
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