8-K
US Nuclear Corp. (UCLE)
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: January 6, 2021
US Nuclear Corp.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
| Delaware | 000-54617 | 45-4535739 |
|---|---|---|
| (STATE OR OTHER JURISDICTION OF<br><br> <br>INCORPORATION OR ORGANIZATION) | (COMMISSION FILE NO.) | (IRS EMPLOYEE IDENTIFICATION NO.) |
7051 Eton Avenue
Canoga Park, CA 91303
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(818) 883-7043
(ISSUER TELEPHONE NUMBER)
N/A
(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 (see General Instruction A.2. below):
| ☐ | Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting Material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company 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. ☒
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. ☒
SECTION 1 – REGISTRANT'SBUSINESS AND OPERATIONS
Item 8.01 Other Events
On November 25, 2019, US Nuclear Corp., a Delaware corporation (the “Corporation”) closed on a Securities Purchase Agreement (the “SPA”) with YA II PN, Ltd., a Cayman Islands limited company (“YA”). The Convertible Debenture given by the company in the amount of $500,000 fully converted on December 30, 2020, and is deemed closed and flat. YA II PN, Ltd. was issued a warrant for the purchase of common stock under the Stock Purchase Agreement, and these warrants are still outstanding with an outside termination date of November 25, 2022. It is management’s opinion that the full conversion of the debenture into common stock and subsequent stock divestiture clears the Corporation’s debt obligations under the debenture, while increasing market visibility and improving operational cash flow. The Corporation issued a press release regarding this disclosure on January 6, 2021.
SECTION 9 – FINANCIAL STATEMENTS ANDEXHIBITS
Item 9.01 Financial Statement and Exhibits.
(d) Exhibits:
| Exhibit No. | Document |
|---|---|
| 99.1 | Press Release: “US Nuclear 2019 Convertible Debentures Now Fully Converted, Closed, and Flat” |
1
SIGNATURES
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.
| U.S. Nuclear, Inc. | |
|---|---|
| By: | /s/ Robert Goldstein |
| Name: Robert Goldstein | |
| Title: Chief Executive Officer and President | |
| Dated: January 6, 2021 |
2
Exhibit 99.1
US NUCLEAR 2019Convertible Debenture Now Fully Converted, Closed, and Flat
Los Angeles, CA. January 6, 2020 – On November 25, 2019, US Nuclear Corp. (OTC: UCLE) closed on its Securities Purchase Agreement with YA II PN, Ltd., as disclosed on Form 8-K. The Convertible Debenture given by the company in the amount of $500,000 was fully converted on December 30, 2020, and is now deemed closed and flat. YA II PN, Ltd. was issued a warrant for the purchase of common stock under the Stock Purchase Agreement, and these warrants are still outstanding with an outside termination date of November 25, 2022.
“The Securities Purchase Agreement was very helpful as it allowed the company to finance and move forward in its long-term program of acquisitions, including the purchase of a 40% interest in Bio-Electronics and Brain Stimulation startup GRAPHETON Inc,” said Robert Goldstein, Chairman and Chief Executive Officer of US Nuclear Corp.
Mr. Goldstein went on to state, “The full conversion of the debenture into common stock and subsequent stock divestiture clears USN’s debt obligations, while increasing market visibility and improving operational cash flow.”
Safe Harbor Act
This press release includes "forward-looking statements" within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Actual results may differ from expectations, estimates and projections and, consequently, you should not rely on these forward looking statements as predictions of future events. Words such as "expect," "estimate," "project," "budget," "forecast," "anticipate," "intend," "plan," "may," "will," "could," "should," "believes," "predicts," "potential," "continue," and similar expressions are intended to identify such forward-looking statements. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results.
Investors may find additional information regarding US Nuclear Corp. at the SEC website at http://www.sec.gov, or the company’s website at www.usnuclearcorp.com
CONTACT:
US Nuclear Corp. (OTCBB: UCLE)
Robert I. Goldstein, President, CEO, and Chairman
Rachel Boulds, Chief Financial Officer
(818) 883 7043
Email: info@usnuclearcorp.com