US Nuclear Corp 10-K for FY2024
US Nuclear Corp. (UCLE)
About this 10-K
US Nuclear Corp filed this 10-K on June 25, 2025, covering the fiscal year ended December 31, 2024 (FY2024).
Headline figures
Fiscal year ended December 31, 2024, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $2.19M
- down 1.8% from $2.23M a year earlier
- Net loss
- $1.74M
- compared with a net loss of $3.43M a year earlier
- Diluted EPS
- -$0.04
- compared with -$0.10 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
(Mark One)
For the fiscal year ended
For the transition period from ______________ to ______________
Commission file number
(Exact name of registrant as specified in its charter)
| State or other jurisdiction of Incorporation or organization | (I.R.S. Employer Identification No.) |
c/o Robert I. Goldstein
(Address of principal executive offices)
(Registrant’s telephone number, including area code)
Securities registered under Section 12(b) of the Exchange Act:
None.
Securities registered under Section 12(g) of the Exchange Act:
(Title of Class)
Indicate by check mark if the registrant is a
well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐
Indicate by check mark if the registrant is not
required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes ☐
Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 if disclosure of delinquent filers in response to Item 405 of Regulation S-K (§229.405) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth 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 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant
has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial
reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or
issued its audit report.
If the securities are
registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in
the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark
whether the issuer is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
State the aggregate market value of the voting
and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the
average bid and asked price of such common equity, as of the last business day of the registrants most recently completed second fiscal
quarter. $
The number of shares of the Registrant’s common stock outstanding
as of May 29, 2025, was
US NUCLEAR CORP.
FORM 10-K
TABLE OF CONTENTS
i
PART I
Special Note Regarding Forward-Looking Statements
Information included or incorporated by reference in this Annual Report on Form 10-K contains forward-looking statements. All forward-looking statements are inherently uncertain as they are based on current expectations and assumptions concerning future events or future performance of the Company. Readers are cautioned not to place undue reliance on these forward-looking statements, which are only predictions and speak only as of the date hereof. Forward-looking statements may contain the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “forecasts,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions, and are subject to numerous known and unknown risks and uncertainties. Additionally, statements relating to implementation of business strategy, future financial performance, acquisition strategies, capital raising transactions, performance of contractual obligations, and similar statements may contain forward-looking statements. In evaluating such statements, prospective investors and shareholders should carefully review various risks and uncertainties identified in this Report, including the matters set forth under the captions “Risk Factors” and in the Company’s other SEC filings. These risks and uncertainties could cause the Company’s actual results to differ materially from those indicated in the forward-looking statements. The Company disclaims any obligation to update or publicly announce revisions to any forward-looking statements to reflect future events or developments.
Although forward-looking statements in this Annual Report on Form 10-K reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by us. Consequently, forward-looking statements are inherently subject to risks and uncertainties, and actual results and outcomes may differ materially from the results and outcomes discussed in or anticipated by the forward-looking statements. Factors that could cause or contribute to such differences in results and outcomes include, without limitation, those specifically addressed under the heading “Risk Factors Related to Our Business” below, as well as those discussed elsewhere in this Annual Report on Form 10-K. Readers are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this Annual Report on Form 10-K. We file reports with the Securities and Exchange Commission (“SEC”). You can read and copy any materials we file with the SEC at the SEC’s Public Reference Room, 100 F. Street, NE, Washington, D.C. 20549. You can obtain additional information about the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains an Internet site (www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, including us.
We disclaim any obligation to revise or update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this Annual Report on Form 10-K. Readers are urged to carefully review and consider the various disclosures made throughout the entirety of this Annual Report, which attempt to advise interested parties of the risks and factors that may affect our business, financial condition, results of operations and prospects.
ITEM 1. BUSINESS
Corporate History
US Nuclear Corp f/k/a APEX 3 Inc., was incorporated in the State of Delaware on February 14, 2012, and has since amended its name to US Nuclear Corp., (“US Nuclear”) on May 4, 2012 with the State of Delaware. US Nuclear Corp was formed as a vehicle to pursue a business combination with an operating company that would have perceived benefits of becoming a publicly traded corporation. Optron Scientific was incorporated in the State of California in 1971 and is the operating company of US Nuclear Corp with two divisions, Optron Scientific Company, Inc., doing business as (“DBA”) Technical Associates and Overhoff Technology Corporation, both of which design, manufacture and market detection and monitor systems that are used to detect and identify radioactive material, leaks, waste, contamination, biohazards, nuclear material, as well as products used in airports, cargo, screening as ports and borders, government buildings, hospitals, and other critical infrastructure, as well as by the military and emergency responder services The company uses a wide range of technologies including x-ray, trace detection, millimeter-wave, infra-red, tritium detection, and diagnostics in its product applications.
1
US Nuclear Corp is a smaller reporting company under SEC Rule 405 because it has a public float of less than $250 million and has annual revenues of less than $100 million during the most recently completed fiscal year for which audited financial statements are available. As a smaller reporting company, pursuant to Rule 8-01 of Regulation S-X, the Company is only required to produce financial statements as follows: (a) audited balance sheet as of the end of each of the most recent two fiscal years, or as of a date within 135 days if the issuer has existed for a period of less than one fiscal year, (b) audited statements of income, cash flows and changes in stockholders’ equity for each of the two fiscal years preceding the date of the most recent audited balance sheet (or such shorter period as the registrant has been in business), and (c) interim reviewed financial statements for the current period if the filing is more than 135 days after the end of your fiscal year. Any and all amendments shall include updated interim or audited financial statements if the financial statements in the prior filing are more than 135 days old.
On October 15, 2013, US Nuclear Corp f/k/a APEX 3 Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger between the Company, Robert I. Goldstein, US Nuclear Acquisition Corp (“Merger Sub”), a California corporation and Optron Scientific Company, Inc. dba Technical Associates, (“Optron Scientific”) a California corporation and the parent company of Overhoff Technology Corp. The Agreement and Plan of Merger provided for the acquisition by the Company of all of the outstanding shares of Optron Scientific through a reverse merger of Merger Sub into Optron Scientific, the surviving corporation. We have filed the Agreement and Plan of Merger as Exhibits 3.4 and 2.1 with this statement and with the State of California.
As part of the Agreement and Plan of Merger with Optron Scientific the parties agreed to an exchange of shares, in which all of the 98,372 issued and outstanding shares of Optron Scientific were exchanged for 9,150,000 shares of the Company.
Prior to the share exchange, Mr. Goldstein was the sole owner of 98,372 shares of Optron Scientific Company, Inc., which represented all of the outstanding shares of Optron Scientific Company, Inc. Mr. Goldstein was the owner of 9,150,000 shares of US Nuclear Corp prior to the merger, and 9,150,000 shares of US Nuclear Corp were issued to him as a result of the merger in exchange for 98,372 shares of Optron Scientific Company, Inc.
In conjunction with the Agreement and Plan of Merger, US Nuclear Corp, Optron Scientific and Robert I. Goldstein entered into a Cancellation Agreement which provided for the cancellation of 9,150,000 shares of US Nuclear Corp held by Robert I. Goldstein, in consideration of his entering into the Agreement and Plan of Merger, which provided for his right to acquire 9,150,000 shares of US Nuclear Corp after it had the value of the ownership of Optron Scientific. As part of the consideration for the merger transaction, the share value of Mr. Goldstein’s shares of the Company prior to the merger was estimated at the par value of the shares, or 9,150,000 times the par value of .0001 per share. After the merger, the newly issued 9,150,000 shares of the Company held by Mr. Goldstein had a value of 85.51 percent of the total value of the outstanding stock of the Company after its acquisition of all of the stock of Optron Scientific. The Agreement and Plan of Merger was signed by Mr. Goldstein in his individual capacity and as President and Chief Executive Officer of the Company and as President and Chief Executive Officer of Optron Scientific, and of Merger Sub. The Cancellation Agreement was signed by Mr. Goldstein in his individual capacity and as President, and Chief Executive Officer of the Company and of Optron Scientific. The Corporate Secretary of each of the companies, Darian B. Andersen, also signed on behalf of each of the companies. The remaining 1,550,000 outstanding shares of US Nuclear Corp, which are held by Richard Chiang, were unaffected by the Cancellation Agreement.
2
Following the merger, we began to provide a full line of radiation detection equipment and services to clients’ industries that range from nuclear reactor plants, universities, local and state hospitals, government agencies, and emergency medical technicians or EMT/first responders. The Company’s nuclear radiation safety detection equipment company has its roots from the famous Manhattan Project of the 1940s. In 1971, Allen Goldstein, the father to our current President and CEO, Robert Goldstein, acquired the assets of Technical Associates and incorporated the company. The Company designed and built the first industrial grade radiation monitors and continues to innovate its legacy with new product engineering for radiation measurement and safety instruments. The Company designs and manufactures nuclear radiation detection and safety equipment, survey meters, air and water monitors, port security equipment and tritium air monitors. The Company’s customers are diverse groups such as Homeland Security, Lawrence Livermore Labs, Los Alamos National Labs, Department of Defense, FBI, CIA, US Navy, Chevron Corporation, Bechtel Corporation, Biotechnology Laboratories, Hospitals, Universities, and Civil Emergency Management departments such as Fire, Paramedics and Law Enforcement. The Company is headquartered in Canoga Park, California and the Company can be accessed through its websites on the Internet at usnuclearcorp.com, tech-associates.com and overhoff.com.
The Company’s four divisions consisting of Optron Scientific Company Inc., DBA Technical Associates, Overhoff Technology Corporation, Electronic Control Concepts, and Cali From Above, offer over 200 products that service and address the nuclear power industry, domestically and internationally. Technical Associates specializes in the design and manufacture of radiation detection equipment monitors and hand-held devices. Overhoff Technology Corporation specializes in the design and manufacture of tritium air monitors and water monitors. Electronic Control Concepts specializes in test and maintenance meters for x-ray machines for both medical and industrial users. Cali From Above offers specialized inspection services from height and difficult-to-access locations with the use of unmanned aerial vehicles (UAVs).
Technology and Products
The Company designs and develops both technologies in-house by its CEO, Robert I. Goldstein as well as offers products from other manufacturers. Mr. Goldstein’s extensive experience of over forty years in the field of nuclear radiation detection has allowed the Company to achieve significant recognition that has been approved by US Federal standards set by the Environmental Protection Agency (EPA), Food and Drug Administration (FDA) and the Nuclear Regulatory Commission (NRC). The Company has complete ownership of all of its technology and there are no licenses held by any outside party. No persons, company, vendor, distributor or contractor holds any title or claim to any of the Company’s work or technology. The Company believes that its technology and business is defensible due to the fact that the barriers of entry are high and technically complex. The Company has sought out niche markets in its business by becoming a leading category player in devices such as Tritium equipment. The Company’s products consist of radiation water monitors, tritium monitors, air and water monitors, nano-second x-ray monitors, and vehicle, personnel, exit and room monitors. The Company also offers handheld survey meters/dosimeters, and port security equipment, along with supporting software and services.
Radiation Water Monitors
US Nuclear Corp’s radiation water monitors allow detection of radioactive materials in drinking water, ground water, rainfall, rivers, and lakes. In order to detect radioactive materials, the emitted radiation must travel from the radiation emitter to the detector. Alpha, Beta, Gamma, and Neutron radiation moves well through air, but poorly through water. The complexity of detecting radiation in water and developing an efficient monitor has given the Company’s monitors a reasonable edge against competitors, and for this reason, has limited competition in the water monitor business. The Company has invested more than ten years developing highly sensitive detectors for this market, giving it a clear advantage over competitors. The Company’s radiation water monitors are used to check for radioactive materials being released as liquid effluent in drain pipes by universities, hospitals, pharmaceutical companies, oil and gas extraction facilities, industrial chemical plants, and nuclear reactor plants.
Tritium Monitors
US Nuclear Corp is one of very few companies that currently operate within the tritium space. The Company’s Overhoff Technology Corp unit is a leading manufacturer of tritium detection and monitors. The demand for tritium detection and monitors are steadily increasing as countries develop solutions to their energy needs. In addition to CANDU reactors (Canada Deuterium Uranium), the next generation of nuclear reactors called Molten Salt Reactors, (MSR) and Liquid-Fluoride Thorium Reactors (LFTR) utilize fuels other than traditional uranium and plutonium sources. Thorium, which is more significantly abundant than uranium, is very difficult to use to create nuclear weapons, is favored by many governments, and as a source of conventional energy it has been proven to be highly effective. By way of energy production, MSR and LFTRs produce high amounts of tritium which need to be constantly monitored for detection. Additionally, the waste products of LFTR reactors are less hazardous than the current light-water uranium-plutonium reactors, and thus, LFTR reactors provide higher level of safety and security against terrorist threats. The Company expects that a significant portion of its future sales and business strategy is tied to the growth of MSR and LFTRs, as well as from CANDU reactors.
3
Tritium is produced naturally in the upper atmosphere when cosmic rays strike nitrogen molecules in the air. More commonly, tritium is produced during nuclear weapons explosions, and as a byproduct in reactors producing electricity. Generally, tritium has several important uses; its most significant contribution is its use as a component in the triggering mechanism in thermonuclear weapons. Very large quantities of required for the maintenance of nuclear weapons capabilities. Tritium is also produced commercially in nuclear reactors, as well as used in various self-luminescent devices, such as exit signs in buildings, aircraft dials, gauges, luminous paints, and wristwatches. In the mid-1950s and early 1960s, tritium was widely dispersed during above-ground testing of nuclear weapons. Today, sources of tritium come from commercial nuclear reactors, research reactors, and government weapons production plants. Tritium may also be released as steam from these facilities or may leak into the underlying soil and ground water. Additionally, self-luminescent devices illegally disposed in municipal landfills come into contact with water which pass through water ways, carrying dangerous levels of tritium. Tritium holds a very dangerous health risk and high levels of exposure to tritium increases risk of developing cancer. To combat tritium leaks and to maintain acceptable levels, the Company has developed several tritium monitors to gauge tritium in water and in the air.
Alpha, Beta, Gamma and Tritium Monitors
US Nuclear Corp’s radiation water monitors allow detection of radioactive materials in drinking water, ground water, rainfall, rivers, and lakes. In order to detect radioactive materials, the emitted radiation must travel from the radiation emitter to the detector. Alpha, Beta, Gamma, and Neutron radiation moves well through air, but poorly through water. The complexity of detecting radiation in water and developing an efficient monitor has given the Company’s monitors a reasonable edge against competitors, and for this reason, has limited competition in the water monitor business. The Company has invested more than ten years developing highly sensitive detectors for this market, giving it a clear advantage over competitors. The Company’s radiation water monitors are used to check for radioactive materials being released as liquid effluent in drain pipes by universities, hospitals, pharmaceutical companies, oil and gas extraction facilities, industrial chemical plants, and nuclear reactor plants.
For the past 20 years, Overhoff Technology has been devoted exclusively to the design, manufacturing and servicing of Tritium monitors. Overhoff Technology has leading control over market share in the Tritium monitor space as the top maker of Tritium monitors. Tritium monitors are a highly delicate process and are particularly dependent on the selection of the finest materials such as Teflon for low leakage insulators and nafion membranes for separation of noble gas from Tritium. The Company’s Overhoff DC amplifiers called “electrometers” are stable with the ability to register small currents down to the femto-ampere level, 10-13 to 10-15ampre range. The Overhoff electrometer also has the unique ability to reject false counts from Radon gas. Because Tritium is a radioactive material, the Nuclear Regulatory Commission (“NRC”) regulations and state health agencies require Tritium to be measured at every nuclear power plant, all national laboratories, in the nuclear-powered Navies of the United States, France and the United Kingdom, at weapons facilities, at pharmaceutical and pesticide research facilities, and at Fusion Power research sites.
DroneRAD Aerial Radiation Detection
US Nuclear Corp has partnered with FlyCam UAV (a drone manufacturer). The two companies have married their two technologies with the NEO, an all-weather UAV octocopter capable of carrying a number of radiation and chemical detection sensors. With the advent of merging FlyCam UAV’s NEO and US Nuclear Corp sensor technology aerial radiation and chemical detection is now a reality. The DroneSensor system (the first of its kind) uses state-of-the-art industrial grade drones carrying radiation & chemical sensors. Wireless transmission to ground station provides real-time data. Having these UAV mounted sensors quickly and efficiently surveying large areas for contamination eliminates risk to human life.
4
Air and Water Monitors
The Company’s Overhoff Air Monitors come in both hand-held portables and mid-to large-sized air and stack monitors. These are classified as Dual Ion Chamber style detectors or Dual Proportional Detectors. The sample flows into one chamber where ionization current is measured, and at the same time a sealed background detector of the same volume measures the ionization current due to any external gamma emitters plus the addition of background from radioactive minerals in the soil with cosmic rays. The current from the background chamber is subtracted from the current in the main sample chamber to give the net tritium level without distortion from radon or gamma in the background. In nuclear power plants, radioactive noble gases are also in the air stream in small or large quantities. Overhoff combats this problem using Dow Chemical Nafion® tubing which physically separates the noble gases from the tritium oxide prior to measurement. The Company is currently expecting a large number of its users and larger numbers of its competitor’s customers will need to replace or supplement their current air and stack monitors to combat the two biggest pollution nuclides now coming out of nuclear power plants, tritium and C-14. As of today, only US Nuclear Corp offers these full-service monitors.
Vehicle Monitors, Personnel Monitors, Exit Monitors and Room Monitors
The Company’s suite of radiation monitors can be used in various scenarios where humans may come into contact with radiation contamination. The Company’s Vehicle Monitors, Personnel Monitors, Exit Monitors and Room Monitors are effective tools in detection of radiation in hospitals where radioactivity is used in many departments such as nuclear medicine, oncology, blood labs, and imaging. Since radiation is also used in diagnosing and treating cancer, and since some cancers can develop in any organ, each department in a hospital becomes involved, from ophthalmology to thoracic medicine. Additionally, the Company’s monitors are used to check hospital laundry to detect any radiation on clothes as well as in trash bins before they are picked up by the applicable waste management team. Lastly, the Company’s monitors can be placed in the entrance of hospitals in case there is an incident at a nearby nuclear power plant. These monitors are the first line of defense against further contamination, by providing early warning detection; doctors can provide treatment without placing other patients and staff in direct contact with patients who are contaminated with radiation.
Radon Air Monitors and Radon Switch Products
The Company produces a full line of radon air monitors and switches that are used to determine the radon content in the air in basements, mills, mines, buildings, or anywhere that radon concentration is a concern. The radon switch products activate and controls radon mitigation fans. These switches have a built-in computer storage with data storage. The Company also makes a radon tritium monitor that is a portable instrument used for detection and measurement of airborne Vadose zone, between the top of the ground surface to the water table.
Handheld Survey Meters and Personal Dosimeters, Pocket Micro-R Meters
The Company’s survey meters are light-weight, hand-held radiation detectors. They function as general-purpose radiation survey meters, but also serve as special purpose survey meters. For example, the Company’s radon monitors are used in mines where workers are at risk for breathing radon gas along with air. The Company’s surface monitors are used in hospitals, research labs, even in high school chemistry and physics labs to check for radioactive contamination on lab benches. Friskers are used to check if worker’s hands or shoe bottoms have picked up any radiation contamination and the Company’s Gamma survey meter check packages at post offices or airports for radiation, along with scrap metals at collection points and again before it is accepted for processing.
Port Security Equipment
Due to increased terror threats from IED (Improvised Explosive Devices), dirty bombs and potential radioactive materials following 9/11 at shipping ports, we began utilizing passive detectors to review radiation emanating from inside containers. While other port security scanners generally use radioactive materials or x-ray generating machines to check everything from shipping containers, Federal Express, USPS (United States Postal Service) packages, and luggage for contraband, our scanner solutions do not use radiation, allowing for safe usage by investigators. We were approached by the FDA after the events of 9/11, and we designed our P-8Neon Quick-Scan X-ray detector to provide complete scanning without releasing any harmful radiation in the process. Our RAD-CANSCAN machines can measure which shipping containers hold radioactive materials by mapping inside the container so that TSA personnel will know the results without having to open each container. Additionally, our TBM-6SPE is a multi-detector system that lets an investigator check specifically for each of the four main emissions of radiation, Alpha, Beta, Gamma and Neutrons.
5
Software
The Company’s Overhoff Overview software program provides centralized radiation and environmental monitoring for entire facilities within one building or several square miles allowing monitoring of a nuclear power plant or subway station. Overview accepts data from networked radiation detectors, environmental monitors and webcams, and allows the user to view and generate reports on the data, as well as track maintenance due on instruments. Additionally, Overview lets the user see real-time monitoring for differential pressure on containment boxes or rooms. Our software measures gamma and neutron radiation levels, airborne radioactivity levels, temperature and humidity in the facility, status of security doors, wind speed and direction, and barometric pressure.
ITEM 1A. Risk Factors
Risks Related to Our Business and Industry
Our business is intensely competitive, and our revenues are unpredictable as a small company.
We compete with a formidable group of competitors in our business, many of which have greater resources and capabilities than our company. There are numerous companies that have established businesses and command larger market share such as Thermo Fisher Scientific, Canberra Industries, and Mirion Technologies, Ludlum Measurements, Smiths Detection and Lab Impex Systems Ltd. Many of these companies have products and services that compete directly with ours and many of them are supported with larger marketing budgets and sales staff that can provide stronger sales coverage and support to customers than our capabilities. Furthermore, competitors may have technological advantages and may be able to implement new technologies more rapidly than our Company. Additionally, to the extent of our bookings, we cannot accurately predict to a large degree of certainty what annual revenues and income outlook may be. Due to our relatively small size, many factors may contribute to differences in the future and therefore cannot be assured in any manner. The market for nuclear radiation safety equipment is dependent upon a number of factors beyond the Company’s control, which cannot be accurately predicted. Some of these factors include pricing, competition from new entrants, newer technologies, market regulation and government policy, as well as overall market demand. Other factors include fossil fuel energy prices that may have an effect upon nuclear energy demand. Lower oil, natural gas, and coal prices may result in less favorable decisions to pursue nuclear energy as a source of energy.
We rely heavily on our international customers for business and expect to continue to rely on international customers in the future.
Our international revenues were 23.82% of our total revenue in 2024. This was an increase of 12.39% from 2023 and was a result of management’s ability to field new orders and inquires and engage new customers overseas. We believe that South Korea, Japan and Australia in the Southeast Asian region, and France, Germany and other countries in Eastern and Western Europe, should be major contributors to our growth in revenues over 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. There can be no assurances as to our growth projections and our risk profile as we depend upon increased foreign customers for business.
Government Regulation
Although the sales of our equipment are not generally regulated by any local or federal government agency, the nuclear power industry itself is highly regulated by the Nuclear Regulatory Commission. As an independent agency of the United States government, the NRC is responsible for overseeing reactor safety, security, reactor licensing, renewal, radioactive material safety, and spent fuel disposal. The effects of the NRC’s policies therefore have an effect on our business. The impact of any negative decision in the nuclear power industry will ultimately affect us. We may also be affected by foreign government policy and regulation not covered by the NRC.
Nuclear Power, Fossil Fuel and Renewal Energy
While the conventional Fission based nuclear power industry is a key component of the generation of electricity in the world, there are new technologies in both fission and fusion reactors, that are transforming the entire industry. SMR (Small Modular Reactors) are much less expensive to build and operate, while being much safer as well. This technology should be available over the next 3-5 years and is expected to be the fastest growing source of nuclear power generation in the next decade and beyond.
The current landscape of nuclear power according to the Nuclear Regulatory Commission, or NRC, states that as of May 2023, there were 32 countries worldwide operating 436 nuclear reactors in operation in the world, with 57 new reactors under construction in 11 countries. Within the United States, there are 93 nuclear power plants providing 19% of the country’s total electric energy generation. Additionally, 28 of the 50 US states generate electricity from nuclear power plants, and four states, New Hampshire, South Carolina, Connecticut, and Illinois rely on nuclear power for more than 50 percent of their electricity.
Recent estimates indicate that the United States produced approximately 30% of the world’s gross nuclear-generated electricity in 2023 with France at 18%, China 16%, Japan 9% Russia 8%, South Korea 7%, and the rest of the world at 11%. However, only two conventional nuclear power plants were under construction in 2023, the Vogtle Plants, in eastern Georgia. Overall, about 30 countries are considering, planning, or starting nuclear power programs. These range from sophisticated economies to developing nations. Bangladesh, Egypt and Turkey are all constructing their first nuclear power plants. In July 2022, the European Parliament endorsed labeling all nuclear energy projects “green”, allowing them access to loans and subsidies. In the context of emissions, nuclear power is considered to be green and clean. It produces zero carbon emissions and does not produce other noxious greenhouse gases. It is difficult to predict if these plans domestically and internationally will materialize or be postponed indefinitely were negative market forces to develop.
6
Nuclear Fusion Power Research and Prototypes
While it will be some years before commercial fusion power plants will be supplying electricity, already in 2023, the US Department of energy (DOE) lists 124 active fusion power laboratories working to make energy by fusing Tritium and Deuterium, resulting in a growing market for Tritium detection equipment.
Opponents to Nuclear Energy are formidable due to concerns over safety.
Maintaining the demand for our products and future growth in demand will depend in part upon continued acceptance of nuclear technology as a means of generating electricity. In many cases, countries have embraced nuclear technology because alternate means of energy have either been at a high cost with heavy pollution, or other means have not been practical. However, incidents involving nuclear energy production, such as overheating reactors, radiation leaks and reactor melt-downs, can cause a significant decrease in public acceptance of nuclear technology. Events at the Fukushima Daiichi nuclear complex in Japan on March 11, 2011 may have adverse long-term effects in some countries decision to either continue using nuclear power or suspend its nuclear power program. While the long-term impact is unclear, several countries have suspended operations at existing nuclear power plants. Specifically, on May 30, 2011, Germany announced that in addition to the permanent closure of eight reactors and with only three nuclear power plants left with a license to operate at full capacity, the nuclear phase out in Germany is almost complete. Switzerland has made a policy decision to phase out of their 5 reactors by 2034. Italy, while not having any operating reactors, has implemented a moratorium on nuclear power. The ultimate results of these safety reviews and/or public resistance to nuclear technology may lead to suspension or cancellation of permitting and development activities, license extensions of existing nuclear facilities, and possibly even the closure of operating nuclear facilities by one or more countries. Lack of public acceptance of nuclear technology would adversely affect the demand for nuclear power and therefore demand for radiation detection equipment.
Continued growth of CANDU reactors and rapid development of next generation Molten Salt (MSR) and Liquid-Fluoride Thorium Reactors (LFTR).
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), for its tritium-based equipment. MSR and LFTR are new types of reactors that utilize thorium as a fuel rather than traditional uranium or plutonium. Thorium is a more abundant element than uranium. Many countries with heavy energy needs such as China have begun to adopt MSR and LFTR programs. However, the numbers of these types of reactors are still small in numbers and there can be no assurances that they will ever reach large numbers capable of sustaining rapid growth and development for nuclear-radiation safety products such as our tritium equipment. If CANDU reactors experience adverse events such as long-term inactivity due to political or environmental concerns, or economic issues, and if MSR and LFTR reactors fail to develop beyond its current growth forecasts worldwide, the Company will experience lower demand for its products which would have an adverse effect on the Company’s sales and profitability.
Failure to make accretive acquisitions and successfully integrate them could adversely affect our future financial results.
As part of our growth strategy, we plan to seek, when management deems advantageous to the Company, to acquire complementary (including competitive) businesses, facilities or technologies and enter into joint ventures. Our goal is to make such acquisitions, integrate these acquired assets into our operations and reduce operating expenses. The process of integrating these acquired assets into our operations may result in unforeseen operating difficulties and expenditures and may absorb significant management attention that would otherwise be available for the ongoing development of our business. We cannot assure you that the anticipated benefits of any acquisitions will be realized. In addition, future acquisitions by us could result in potentially dilutive issuances of equity securities, the incurrence of debt and contingent liabilities and amortization expenses related to goodwill and other intangible assets, any of which can materially and adversely affect our operating results and financial position. Acquisitions also involve other risks, including entering geographic markets in which we have no or limited prior experience and the potential loss of key employees.
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We have filed a provisional patent for our product based on our tritium products but hold no current patents on our products, and our business employs proprietary technology and information which may be difficult to protect and may infringe on the intellectual property rights of third parties.
In general, we rely primarily on a combination of trade secrets, copyright and trademark laws, and confidentiality procedures to protect our technology. Due to the technological change that characterizes our business, we believe that the improvement of existing products, reliance upon trade secrets and unpatented proprietary know-how and the development of new products are generally as important as patent protection in establishing and maintaining a competitive advantage.
We have currently filed a provisional utility-type patent on our tritium products to protect our intellectual property, but currently rely on trade secrets, proprietary know-how and technology that we seek to protect, in part, by confidentiality agreements with prospective joint venture partners, employees and consultants. We cannot assure you that these agreements will not be breached, that we will have adequate remedies for any breach, or that our trade secrets and proprietary know-how will not otherwise become known or be independently discovered by others. Other than the provisional patent, we currently do not hold patents from the United States Patent and Trademark Office on any of our products we manufacture. Our success depends, in part, on our ability to keep competitors from reverse engineering our products, maintain trade secrecy and operate without infringing on the proprietary rights of third parties. We cannot assure you that the patents of others will not have an adverse effect on our ability to conduct our business, that any of our trade secrets and applications will be protected, that we will develop additional proprietary technology that is defensible against theft or will provide us with competitive advantages or will not be challenged by third parties. Further, we cannot assure you that others will not independently develop similar or superior technologies, duplicate elements of our technology or design around it.
It is possible that we may need to acquire licenses to, or to contest the validity of, issued or pending patents or claims of third parties. We cannot assure you that any license acquired under such patents would be made available to us on acceptable terms, if at all, or that we would prevail in any such contest. In addition, we could incur substantial costs in defending ourselves in suits brought against us for alleged infringement of another party’s patents or in defending the validity or enforceability of any patents we may seek in the future, or in bringing patent infringement suits against other parties.
In December, 2013, we were granted a registered trademark of the US Nuclear Corp name and logo from the United States Patent and Trademark Office and consider it important to the protection of our US Nuclear Corp brands. We have not been, nor are we currently involved in or aware of any litigation regarding any of our intellectual property.
Our failure to obtain capital may significantly restrict our proposed operations.
We will need to raise more capital to expand our business. It is anticipated that we will require an additional capital raise of $5 million dollars over the next twelve months to fund our business plans. Future sources of capital may not be available to us when we need it or may be available only on unacceptable terms.
We are subject to the risk that certain key personnel, including key employees named below, on whom we depend, in part, for our operations, will cease to be involved with us. The loss of any these individuals would adversely affect our financial condition and the results of our operations.
We are dependent on the experience, knowledge, skill and expertise of our President and CEO Robert I. Goldstein. We are also in large part dependent on current CFO, Michael Hastings. The loss of any of the key personnel listed above could materially and adversely affect our future business efforts. Our success depends in substantial part upon the services, efforts and abilities of Robert I. Goldstein, our Chairman and Chief Executive Officer, due to his experience, history and knowledge of the nuclear radiation industry and his overall insight into our business direction. The loss or our failure to retain Mr. Goldstein, or to attract and retain additional qualified personnel, could adversely affect our operations. We do not currently carry key-man life insurance on Mr. Goldstein or any of our officers and have no present plans to obtain this insurance. See “Management.”
The loss of any of our executive officers could adversely affect our business.
We depend to a large extent on the efforts and continued employment of our executive officers. The loss of any executive officer could adversely disrupt our operations.
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Competition from other radiation detection or related companies could result in a decrease of our business and a decrease in our financial performance.
We operate in a highly competitive industry. Many of our current and potential competitors, including larger multinational companies, domestic manufacturing companies with multiple product lines in radiation detection products have existed longer and have larger customer bases, greater brand recognition and significantly greater financial, marketing, personnel, technical and other resources than US Nuclear Corp. In addition, many of these competitors may be able to devote significantly greater resources to:
| ● | research and development of new products |
| ● | attracting and retaining key employees; |
| ● | maintaining a large budget for marketing and promotional expenses |
| ● | providing more favorable credit terms to suppliers and channel distributors |
Regulations, including those contained in and issued under the Sarbanes-Oxley Act of 2002 (“SOX”) and the Dodd–Frank Wall Street Reform and Consumer Protection Act of 2010 (“Dodd-Frank”), increase the cost of doing business and may make it difficult for us to retain or attract qualified officers and directors, which could adversely affect the management of our business and our ability to obtain or retain listing of our Common Stock.
We are a public company. The current regulatory climate for public companies, even smaller reporting companies such as ours, may make it difficult or prohibitively expensive to attract and retain qualified officers, directors and members of board committees required to provide for our effective management in compliance with the rules and regulations which govern publicly-held companies, including, but not limited to, certifications from executive officers and requirements for financial experts on boards of directors. The perceived increased personal risk associated with these changes may deter qualified individuals from accepting these roles. For example, the enactment of the Sarbanes-Oxley Act of 2002 has resulted in the issuance of a series of rules and regulations and the strengthening of existing rules and regulations by the SEC. Further, proposed regulations under Dodd-Frank heighten the requirements for board or committee membership, particularly with respect to an individual’s independence from the corporation and level of experience in finance and accounting matters. We may have difficulty attracting and retaining directors with the requisite qualifications. If we are unable to attract and retain qualified officers and directors, the management of our business could be adversely affected.
Limitations on director and officer liability and our indemnification of our officers and directors may discourage stockholders from bringing suit against a director.
Our Certificate of Incorporation and By-Laws provide, with certain exceptions as permitted by Delaware corporation law, that a director or officer shall not be personally liable to us or our stockholders for breach of fiduciary duty as a director, except for acts or omissions which involve intentional misconduct, fraud or knowing violation of law, or unlawful payments of dividends. These provisions may discourage stockholders from bringing suit against a director for breach of fiduciary duty and may reduce the likelihood of derivative litigation brought by stockholders on our behalf against a director. In addition, our Certificate of Incorporation and By-Laws provide for mandatory indemnification of directors and officers to the fullest extent permitted by governing state law.
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We may incur a variety of costs to engage in future acquisitions of companies, products or technologies, to grow our business, to expand into new markets, or to provide new services. As such, the anticipated benefits of those acquisitions may never be realized.
It is management’s intention to acquire other businesses to grow our customer base, to expand into new markets, and to provide new product lines. We may make acquisitions of, or significant investments in, complementary companies, products or technologies, although no additional material acquisitions or investments are currently pending. Acquisitions may be accompanied by risks such as:
| □ | difficulties in assimilating the operations and employees of acquired companies; |
| □ | diversion of our management’s attention from ongoing business concerns; |
| □ | our potential inability to maximize our financial and strategic position through the successful incorporation of acquired technology and rights into our products and services; |
| □ | additional expense associated with amortization of acquired assets; |
| □ | additional expense associated with understanding and development of acquired business; |
| □ | maintenance and implementation of uniform standards, controls, procedures and policies; and |
| □ | impairment of existing relationships with employees, suppliers and customers as a result of the integration of new management employees. |
We must attract and retain skilled personnel. If we are unable to hire and retain technical, sales and marketing, and operational employees, our business could be harmed.
Our revenues are generated by the sales of our radiation detection products from our direct sales, sales to catalogs, distributors and to a lesser extent, our website. Our ability to manage our growth will be particularly dependent on our ability to develop and retain an effective sales force and qualified technical and managerial personnel. We intend to hire additional employees, including engineers, sales and marketing employees and operational employees. The competition for engineers, qualified sales, technical, and managerial personnel in the technology and manufacturing community, is intense, and we may not be able to hire and retain sufficient qualified personnel. In addition, we may not be able to maintain the quality of our operations, control our costs, maintain compliance with all applicable regulations, and expand our internal management, technical, information and accounting systems in order to support our desired growth, which could have an adverse impact on our operations.
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Our failure to manage growth effectively could harm our ability to attract and retain key personnel and adversely impact our operating results.
There can be no assurance that we will be able to manage our expansion through acquisitions effectively. Our current and planned personnel, systems, procedures and controls may not be adequate to support and effectively manage our future operations, especially as we employ personnel in multiple geographic locations. We may not be able to hire, train, retain, motivate and manage required personnel, which may limit our growth, damage our reputation and negatively affect our financial performance and harm our business.
If we obtain financing, existing shareholder interests may be diluted.
If we raise additional funds by issuing equity or convertible debt securities, the percentage ownership of our shareholders will be diluted. In addition, any new securities could have rights, preferences and privileges senior to those of our common stock. Furthermore, we cannot assure you that additional financing will be available when and to the extent we require or that, if available, it will be on acceptable terms.
Risks Related to Our Common Stock
Our stock price may be volatile or may decline regardless of our operating performance, and the price of our common stock may fluctuate significantly.
The market price of our common stock may fluctuate significantly in response to a number of factors, most of which we cannot control, including:
| □ | competition from other radiation detection companies or related businesses; |
| □ | changes in government regulations, general economic or market conditions or trends in our industry or the economy as a whole and, in particular, in the nuclear power industry; |
| □ | changes in key personnel; |
| □ | entry into new geographic markets; |
| □ | actions and announcements by us or our competitors or significant acquisitions, divestitures, strategic partnerships, joint ventures or capital commitments; |
| □ | changes in operating performance and stock market valuations of other radiation detection and related companies; |
| □ | investors’ perceptions of our prospects and the prospects of the nuclear power industry; |
| □ | fluctuations in quarterly operating results, as well as differences between our actual financial and operating results and those expected by investors; |
| □ | the public’s response to press releases or other public announcements by us or third parties, including our filings with the SEC; |
| □ | announcements relating to litigation; |
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| □ | financial guidance, if any, that we provide to the public, any changes in this guidance or our failure to meet this guidance; |
| □ | changes in financial estimates or ratings by any securities analysts who follow our common stock, our failure to meet these estimates or failure of those analysts to initiate or maintain coverage of our common stock; |
| □ | the development and sustainability of an active trading market for our common stock; |
| □ | future sales of our common stock by our officers, directors and significant stockholders; and |
| □ | changes in accounting principles affecting our financial reporting. |
These and other factors may lower the market price of our common stock, regardless of our actual operating performance.
The stock markets and trading facilities, including the OTC Bulletin Board, have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities in many companies. In the past, stockholders of some companies have instituted securities class action litigation following periods of market volatility. If we were involved in securities litigation, we could incur substantial costs and our resources and the attention of management could be diverted from our business.
Our Common Stock is subject to risks arising from restrictions on reliance on Rule 144 by shell companies or former shell companies.
Under a regulation of the SEC known as “Rule 144,” a person who has beneficially owned restricted securities of an issuer and who is not an affiliate of that issuer may sell them without registration under the Securities Act provided that certain conditions have been met. One of these conditions is that such person has held the restricted securities for a prescribed period, which will be 6 months or 1 year, depending on various factors. The holding period for our common stock would be 1 year if our common stock could be sold under Rule 144. However, Rule 144 is unavailable for the resale of securities issued by an issuer that is a shell company (other than a business combination related shell company) or that has been at any time previously a shell company. The SEC defines a shell company as a company that has (a) no or nominal operations and (b) either (i) no or nominal assets, (ii) assets consisting solely of cash and cash equivalents; or (iii) assets consisting of any amount of cash and cash equivalents and nominal other assets. Until the merger, we were a shell company.
The SEC has provided an exception to this unavailability if and for as long as the following conditions are met:
| □ | The issuer of the securities that was formerly a shell company has ceased to be a shell company, |
| □ | The issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, |
| □ | The issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Current Reports on Form 8-K; and |
| □ | At least one year has elapsed from the time that the issuer filed current comprehensive disclosure with the SEC reflecting its status as an entity that is not a shell company known as “Form 10 Information.” |
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If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, our stock price and trading volume could decline.
The trading market for our common stock will depend in part on the research and reports that securities or industry analysts publish about us or our business. We do not currently have and may never obtain research coverage by securities and industry analysts. If no securities or industry analysts commence coverage of our company, the trading price for our common stock would be negatively impacted. If we obtain securities or industry analyst coverage and if one or more of the analysts who cover us downgrades our common stock or publishes inaccurate or unfavorable research about our business, our stock price would likely decline. If one or more of these analysts cease coverage of us or fail to publish reports on us regularly, demand for our common stock could decrease, which could cause our stock price and trading volume to decline.
Our management and other affiliates have significant control of our Common Stock and could control our actions in a manner that conflicts with the interests of other stockholders.
Our executive officers, directors and their affiliated entities together will beneficially own approximately 37.3% of our Common Stock. As a result, these stockholders, acting together, will be able to exercise considerable influence over matters requiring approval by our stockholders, including the election of directors, and may not always act in the best interests of other stockholders. Such a concentration of ownership may have the effect of delaying or preventing a change in our control, including transactions in which our stockholders might otherwise receive a premium for their shares over then current market prices.
Penny Stock Considerations
Our shares likely will be “penny stocks” as that term is generally defined in the Securities Exchange Act of 1934 to mean equity securities with a price of less than $5.00. Our shares thus will be subject to rules that impose sales practice and disclosure requirements on broker-dealers who engage in certain transactions involving a penny stock.
Under the penny stock regulations, a broker-dealer selling a penny stock to anyone other than an established customer or accredited investor must make a special suitability determination regarding the purchaser and must receive the purchaser’s written consent to the transaction prior to the sale. Generally, an individual with a net worth in excess of $1,000,000 or annual income exceeding $200,000 individually or $300,000 together with his or her spouse is considered an accredited investor. In addition, under the penny stock regulations the broker-dealer is required to:
| □ | Deliver, prior to any transaction involving a penny stock, a disclosure schedule prepared by the Securities and Exchange Commission relating to the penny stock market, unless the broker-dealer or the transaction is otherwise exempt; |
| □ | Disclose commissions payable to the broker-dealer and our registered representatives and current bid and offer quotations for the securities; |
| □ | Send monthly statements disclosing recent price information pertaining to the penny stock held in a customer’s account, the account’s value and information regarding the limited market in penny stocks; and |
| □ | Make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction, prior to conducting any penny stock transaction in the customer’s account. |
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Failure to achieve and maintain effective internal controls in accordance with Section 404 of the Sarbanes-Oxley Act of 2002 could have a material adverse effect on our business and operating results. In addition, current and potential stockholders could lose confidence in our financial reporting, which could have an adverse effect on our stock price.
Effective internal controls are necessary for us to provide reliable financial reports and effectively prevent fraud. If we cannot provide reliable financial reports or prevent fraud, our operating results could be harmed.
During the course of our testing, we may identify deficiencies which we may not be able to remediate in time to meet the deadline imposed by the Sarbanes-Oxley Act for compliance with the requirements of Section 404. In addition, if we fail to maintain the adequacy of our internal accounting controls, as such standards are modified, supplemented or amended from time to time, we may not be able to ensure that we can conclude on an ongoing basis that we have effective internal controls over financial reporting in accordance with Section 404. Failure to achieve and maintain an effective internal control environment could cause us to face regulatory action and also cause investors to lose confidence in our reported financial information, either of which could have an adverse effect on our stock price.
We do not expect to pay any cash dividends for the foreseeable future.
The continued operation and growth of our business will require substantial cash. Accordingly, we do not anticipate that we will pay any cash dividends on shares of our Common Stock for the foreseeable future. Any determination to pay dividends in the future will be at the discretion of our Board of Directors and will depend upon our results of operations, financial condition, contractual restrictions relating to indebtedness we may incur, restrictions imposed by applicable law and other factors our Board of Directors deems relevant. Investors seeking cash dividends in the foreseeable future should not purchase our Common Stock.
OTC Bulletin Board Qualification for Quotation
On February 6, 2015, we were issued our ticker symbol, UCLE on the OTC Bulletin Board from FINRA. On March 20, 2015, we were approved for DTC eligibility by the Depository Trust and Clearing Corporation,) (“DTCC”).
Holders
As of the date of this 10-K, we had 50 holders of record of our Common Stock.
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Quantitative and Qualitative Disclosures about Market Risk
We have entered into derivative financial instruments such as futures contracts, options and swaps, forward foreign exchange contracts or interest rate swaps and futures. In 2022, we entered into two convertible debt instruments that included stock purchase warrants. Though there were no derivatives associated with the Notes, the instruments are affected by changes in market interest rates. We believe that adequate controls are in place to monitor any hedging activities. While we do have significant sales outside the United States, all of our sales are settled with US currency, and we do not currently own assets and operate facilities in countries outside the United States and, consequently, we are not affected by foreign currency fluctuations or exchange rate changes. Overall, we believe that our exposure to interest rate risk and foreign currency exchange rate changes is not material to our financial condition or results of operations.
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.
Critical Accounting Policies
On April 5, 2012, the JOBS Act was signed into law. The JOBS Act contains provisions that, among other things, reduce certain reporting requirements for qualifying public companies. As a “smaller reporting company,” we have the option to delay adoption of new or revised accounting standards until those standards would otherwise apply to private companies, until the earlier of the date that (i) we are no longer a smaller reporting company or (ii) we affirmatively and irrevocably opt out of the extended transition period for complying with such new or revised accounting standards. We have elected to opt out of this extended transition period. As noted, this election is irrevocable.
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, which include Goodwill and accounts receivable.
We suggest that our significant accounting policies, as described in our financial statements in the Summary of Significant Accounting Policies (Note 2), be read in conjunction with this Management’s Discussion and Analysis of Financial Condition and Results of Operations.
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Recent Accounting Pronouncements
In August 2020, the Financial Accounting Standards Board (“FASB”) issued guidance (ASC 2020-06), 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. Among other changes, the guidance removes the liability and equity separation models for convertible instruments. Instead, entities will account for convertible debt instruments wholly as debt unless convertible instruments contain features that require bifurcation as a derivative or that result in substantial premiums accounted for as paid-in capital. The guidance also requires the application of the if-converted method to calculate the impact of convertible instruments on diluted earnings per share. The guidance is effective for fiscal years beginning after December 15, 2021, with early adoption permitted for fiscal years beginning after December 15, 2020, and can be adopted on either a retrospective or modified retrospective basis. We adopted this guidance on January 1, 2024, using the modified retrospective approach whereby amounts previously reported have not been revised. Upon adoption we recognized a decrease to additional paid-in capital of $751,809, an increase to long-term debt of $47,078, and a cumulative-effect adjustment to accumulated deficit of $704,731.
In November 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (ASU 2023-07). ASU 2023-07 is intended to improve reportable segment disclosures, primarily through enhanced disclosures about significant segment expenses. The main provisions of ASU 2023-07 require a public entity to disclose on an annual and interim basis: (i) significant segment expenses provided to the chief operating decision maker, (ii) an amount representing the difference between segment revenue less segment expenses disclosed under the significant segment expense principle and each reported measure of segment profit or loss and a description of its composition, (iii) provide all annual disclosures about a reportable segment’s profit or loss and assets currently required under Topic 280 in interim periods, (iv) clarify that if the chief operating decision maker uses more than one measure of a segment’s profit or loss in assessing segment performance and deciding how to allocate resources, a public entity may report one or more of those additional measures of segment profit, (v) the title and position of the chief operating decision maker and an explanation of how the chief operating decision maker uses the reported measure of segment profit or loss in assessing segment performance and deciding how to allocate resources, and (vi) all disclosures required by ASU 2023-07 and all existing segment disclosures under Topic 280 for an entity with a single reportable segment. The new guidance is effective for the fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company adopted ASU 2023-07 as of December 31, 2024, and has determined that this ASU does not have a material effect on the Company’s consolidated financial statements and related disclosures.
In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which is intended to enhance the transparency and decision usefulness of income tax disclosures. The main provisions of ASU 2023-09 require a public entity to disclose on an annual basis (i) specific prescribed categories in the rate reconciliation, (ii) additional information for reconciling items that meet a quantitative threshold, (iii) the amount of income taxes paid, net of refunds received, disaggregated by federal, state, and foreign taxes, (iv) the amount of income taxes paid, net of refunds received, disaggregated by individual jurisdictions in which income taxes paid is equal to greater than 5 percent of total income taxes paid, (v) income or loss from continuing operations before income tax expense or benefit disaggregated between domestic and foreign, and (vi) income tax expense or benefit from continuing operations disaggregated by federal, state, and foreign. ASU 2023-09 also removes certain disclosure requirements related to unrecognized tax benefits and cumulative unrecognized temporary differences. The new guidance is effective for the fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company adopted ASU 2023-09 as of December 31, 2024, and has determined that this ASU does not have a material effect on the Company’s consolidated financial statements and related disclosures.
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Control by Management
As of December 31, 2024, management currently owns 27.9% of all the issued and outstanding capital stock of the Company. Consequently, due to our CEO and CFO also being board members, management has significant ability to control the operations of the Company and will have the ability to control substantially all matters submitted to stockholders for approval, including:
| ● | Election of the board of directors; |
| ● | Removal of any directors; |
| ● | Amendment of the Company’s certificate of incorporation or bylaws; and |
| ● | Adoption of measures that could delay or prevent a change in control or impede a merger, takeover or other business combination. |
This Report Contains Forward-Looking Statements and Information Relating to Us, Our Industry and To Other Businesses.
ITEM 1B- UNRESOLVED STAFF COMMENTS.
Not applicable.
ITEM 1C- CYBERSECURITY
Risk management and strategy
The Company is committed to securing our information
technology systems, including accounting software and back-of-house software, against cybersecurity threats and protecting the privacy
of the data of our customers, employees, and other business partners. We recognize that cybersecurity threats are an ongoing concern in
today’s digital world and that, despite devoting resources to secure our information technology systems, cybersecurity incidents
can occur and, if so, could negatively impact our brand, business, results of operations and financial condition. Cybersecurity threats
include any potential unauthorized occurrence on or conducted through our information technology systems or information technology systems
of a
Our information technology infrastructure includes firewalls, modern endpoint protections, intrusion detection tools and alerts, as well as multi-factor authentication to provide a multi-layered approach to protecting our information technology systems from unauthorized access, use, disclosure, disruption, or destruction. Such applications are regularly monitored and reviewed for adequacy and potential enhancements. We obtain System and Organizational Controls (“SOC”) 1 or SOC 2 reports on an annual basis from vendors that host our significant financial applications to aid in our assessment of information security risk amongst our relationships with the host vendors. We also perform access reviews for any of these systems that are subject to Sarbanes-Oxley oversight.
We have developed an incident response plan outlining immediate response actions, including internal and external communication protocols. Under the plan, we have identified a management group comprising our Chief Executive Officer, Chief Financial Officer, and Corporate Controller. The plan provides that any cybersecurity incident will be reviewed by this group to determine whether it is material for securities law purposes and whether public disclosure is required, following consultations with outside counsel and/or the Board of Directors.
We currently do not maintain cyber risk insurance coverage that is intended to mitigate the financial impact of cybersecurity and data privacy incidents experienced by the Company.
Governance
While cybersecurity threats have
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ITEM 2. PROPERTIES
US Nuclear Corp is headquartered in Canoga Park, CA, and occupies a 6,000-square foot leased facility and 8,000 square foot leased facility in Milford, Ohio. The office is divided among the Company’s various disciplines: management, finance, sales, marketing and customer service, with 25% of the available space dedicated to inventory. Each location has a bookkeeper, production manager, assembly supervisor, production workers, and customer service staff. Per the Company’s lease agreements, the lease payments are $9,000 for each of the two locations.
The Company’s executive offices are located in Canoga Park, CA, at 7051 Eton Avenue, Canoga Park, California 91303. 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. The Company leases its current facilities from Gold Team Inc. which owns both the Canoga Park, CA and Milford, Ohio properties. The following table lists the locations of all its current locations.
| Location | Address | Size | ||
| Canoga Park, California | 7051 Eton Avenue | 6,000 square feet | ||
| Canoga Park, CA 91303 | ||||
| Milford, Ohio | 1160 U.S. Route 50 | 8,000 square feet | ||
| Milford, OH 45150 |
ITEM 3. LEGAL PROCEEDINGS.
None.
ITEM 4. MINE SAFETY DISCLOSURES.
Not applicable.
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PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS
Market Information
We have already been approved by FINRA for the Over-the-Counter Bulletin Board (“OTCBB”) trading and additionally have also been approved with the Depository Trust and Clearing Corporation or (“DTCC”) for DTC eligibility. Our stock ticker symbol is UCLE on the Over-the-Counter Bulletin Board. For information on shareholders who owns 5% or more of our common stock, as well as the ownership of our officers and directors, please see “Security Ownership of Certain Beneficial Owners and Management”.
Authorized Capital Stock
The authorized capital stock of the Company consists of 100,000,000 shares of Common Stock, par value $0.0001 per share, (the “Common Stock”) and 5,000,000 shares of Preferred Stock, (the “Preferred Stock”) par value $0.0001 per share. As of December 31, 2024, we had (i) 52,712,778 shares of common stock outstanding, held of record by 50 shareholders, and (ii) 2,006 shares of Series A preferred stock outstanding, held of record by 3 shareholders. As of May 29, 2025, 59,629,204 shares of common stock are outstanding, held by 52 shareholders; and 2,006 shares of Series A preferred stock, held by 3 shareholders.
Description of Capital Stock
The following is a summary of the rights of our capital stock and certain provisions of our articles of organization, as amended, and by-laws. For more detailed information, please see our articles of organization, as amended, and by-laws filed as exhibits to this Current Report on Form 10-K. Each holder of the Company’s Common Stock is entitled to one vote for each share held on all matters submitted to a vote of shareholders and do not have cumulative voting rights. An election of directors by our shareholders shall be determined by a plurality of the votes cast by the shareholders entitled to vote on the election. The holders of Common Stock are entitled to receive pro rata dividends, when and as declared by the Board of Directors in its discretion, out of funds legally available therefore, but only if all dividends on the Preferred Stock have been paid in accordance with the terms of such Preferred Stock and there exists no deficiency in any sinking fund for the Preferred Stock.
Dividends on the Common Stock are declared by the Board of Directors. The payment of dividends on the Common Stock in the future, if any, will be subordinate to the Preferred Stock and will be determined by the Board of Directors. In addition, the payment of such dividends will depend on the Company’s financial condition, results of operations, capital requirements and such other factors as the Board of Directors deems relevant. The Company has heretofore never paid any dividends and the Board has no plans for the payment of future dividends. The Board presently plans for any future surplus income to be reinvested into growing the Company through additional investment.
Preferred Stock
The Board of Directors is authorized to provide for the issuance of shares of preferred stock in series and, by filing a certificate pursuant to the applicable law of Delaware, to establish from time to time the number of shares to be included in each such series, and to fix the designation, powers, preferences and rights of the shares of each such series and the qualifications, limitations or restrictions thereof without any further vote or action by the shareholders. Any shares of preferred stock so issued would have priority over the common stock with respect to dividend or liquidation rights. Any future issuance of preferred stock may have the effect of delaying, deferring or preventing a change in control of our Company without further action by the shareholders and may adversely affect the voting and other rights of the holders of common stock.
The issuance of shares of preferred stock, or the issuance of rights to purchase such shares, could be used to discourage an unsolicited acquisition proposal. For instance, the issuance of a series of preferred stock might impede a business combination by including class voting rights that would enable the holder to block such a transaction or facilitate a business combination by including voting rights that would provide a required percentage vote of the stockholders. In addition, under certain circumstances, the issuance of preferred stock could adversely affect the voting power of the holders of the common stock. Although the Board of Directors is required to make any determination to issue such stock based on its judgment as to the best interests of our stockholders, the Board of Directors could act in a manner that would discourage an acquisition attempt or other transaction that some, or a majority, of the stockholders might believe to be in their best interests or in which stockholders might receive a premium for their stock over the then market price of such stock. The Board of Directors does not at present intend to seek stockholder approval prior to any issuance of currently authorized stock, unless otherwise required by law or stock exchange rules.
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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 10,000 shares, par value of $.0001, out of the 5,000,000 shares, par value of $.0001, of preferred stock authorized by the Corporation in its Certificate of Incorporation. Each share of Series A Preferred Stock shall have a stated value of $1,000 (the “Stated Value”). Each holder of Series A Preferred Stock shall have the right to convert 1 share of Series A Preferred Stock into 10,000 shares of common stock in the Corporation, at the election of the holder by the holder delivering written notice of such conversion to the Board of Directors for the Corporation, pursuant to any procedure established by the Board of Directors. Holders of Series A Preferred Stock shall be entitled to receive an annual dividend, payable quarterly (i.e., every three months in a calendar year), within ninety (90) days of the last day of the applicable quarter, and prorated, where and if necessary, of (a) 6% of the holder’s Stated Value, in the aggregate based on the number of Series A Convertible Shares titled to such holder, in cash, and (b) 1,200 shares of common stock for each share of Series A Preferred stock titled to such holder. Holders of Series A Preferred Stock are entitled to vote on any and all matters submitted to the vote of the common shareholders of the Corporation with each share of Series A Preferred Stock equaling 10,000 shares of shares of common stock on a fully converted basis.
The description of certain matters relating to the securities of the Company is a summary and is qualified in its entirety by the provisions of the Company’s Certificate of Incorporation and By-Laws, copies of which have been filed as exhibits to the Company’s Form 10 filed with the Securities Exchange Commission on March 2, 2012, as updated by the Company’s Form 8-K filed with the Securities Exchange Commission on October 15, 2013.
Dividends
We have not paid any dividends on our common stock and do not presently intend to pay cash dividends prior to the consummation of a business combination. The payment of cash dividends in the future, if any, will be contingent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent to consummation of a business combination, if any. The payment of any dividends subsequent to a business combination, if any, will be within the discretion of our then existing board of directors. It is the present intention of our board of directors to retain all earnings, if any, for use in our business operations and, accordingly, the board of directors does not anticipate paying any cash dividends in the foreseeable future.
Securities Authorized for Issuance under Equity Compensation Plans
The Company does not have any equity compensation plans or any individual compensation arrangements with respect to its common stock or preferred stock. The issuance of any of our common or preferred stock is within the discretion of our Board of Directors, which has the power to issue any or all of our authorized but unissued shares without stockholder approval.
Recent Sales of Unregistered Securities
Common Stock
During the twelve months ended December 31, 2024, the Company issued:
| ● | 1,000,000 shares of common stock to a Director, valued at $94,800; and |
| ● | 9,589,000 shares of common stock valued at $371,780 in satisfaction of convertible debt and interest; and |
| ● | 1,950,000 shares of common stock to consultants for services rendered valued at $109,216. The fair value was determined based on the Company’s stock price on the grant date. |
Preferred Stock, Series A
As of December 31, 2024, the Company is obligated, but has not yet issued:
| ● | 300 shares of Series A preferred stock to a related party for the conversion of $300,000 in accrued rent payable; |
| ● | 375 shares of Series A preferred stock to a related party for the conversion of $375,000 in accrued compensation; |
| ● | 1,203 shares of Series A preferred stock to a related party for the conversion of $1,203,000 in shareholder advances. |
| ● | 128 shares of Series A preferred stock for an aggregate of $128,000 in cash. |
Issuer Purchases of Equity Securities
None.
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ITEM 6. [Reserved]
As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide this information.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Overview
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 thereto contained in “Item 8. Financial Statements and Supplementary Data” of this report on Form 10-K. 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.
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.
On April 18, 2012, Richard Chiang, then our sole director and shareholder, entered into a Stock Purchase Agreement whereby Mr. Goldstein of US Nuclear Corp purchased 10,000,000 shares of our common stock from Mr. Chiang, which constituted 100% of our issued and outstanding shares of common stock. Mr. Chiang then resigned from all positions. Subsequently, on May 18, 2012, the Registrant appointed Mr. Chiang to serve as a member of the Board of Directors. He resigned from this position on March 31, 2013.
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. In 2024, we derived 50.49% of our total revenues from sales made by Overhoff to four customers. We expect to encounter a continuation of this trend unless we are successful in diversifying our client base, executing our acquisition strategy and experience increases in business from our Technical Associates division.
Our international revenues were 23.8% of our total revenue in 2024. We expect this to increase over time as we continue to field new orders, inquires, and engage new customers overseas and recover post-pandemic. 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.
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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 with 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 at an expense of $9,000 for each facility per month.
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.
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 65,000,000 shares of Averox, Inc. (OTC:AVRI), resulting in the Company owning 26% of the issued and outstanding shares of common stock of AVRI. The Company and Cali From Above also signed a Cooperation Agreement whereby the Company holds exclusive sourcing and manufacturing rights for Cali From Above products, thus making Cali From Above a new customer of the Company.
Results of Operations
For the year ended December 31, 2024, compared to the year ended December 31, 2023
| Year Ended December 31, | Change | |||||||||||||||
| 2024 | 2023 | $ | % | |||||||||||||
| Sales | $ | 2,190,398 | $ | 2,231,095 | $ | (40,697 | ) | -1.8 | % | |||||||
| Cost of goods sold | 1,174,769 | 1,306,789 | (132,020 | ) | -10.1 | % | ||||||||||
| Gross profit | 1,015,629 | 924,306 | 91,323 | 9.9 | % | |||||||||||
| Selling, general and administrative expenses | 2,550,782 | 2,565,950 | (15,168 | ) | -0.6 | % | ||||||||||
| Loss from operations | (1,535,153 | ) | (1,641,644 | ) | 106,491 | -6.5 | % | |||||||||
| Other expense | (204,773 | ) | (1,792,160 | ) | 1,587,387 | -88.6 | % | |||||||||
| Loss before provision for income taxes | (1,739,926 | ) | (3,433,804 | ) | 1,693,878 | -49.3 | % | |||||||||
| Provision for income taxes | - | - | ||||||||||||||
| Net income (loss) | $ | (1,739,926 | ) | $ | (3,433,804 | ) | $ | 1,696,878 | -49.3 | % | ||||||
Revenue for the year ended December 31, 2024, was $2,190,398 compared to $2,231,095 for the year ended December 31, 2023. The decrease of $40,697 or 1.8% is considered by management to be indicative of slowed growth due to political and economic uncertainties. The revenue breakdown for the year ended December 31, 2024, is as follows:
North America 76.18%
Asia (including Japan) 18.10%
Other 5.73%
Our gross margin for the year ended December 31, 2024, was 46.37% as compared to 41.43% for the year ended December 31, 2023. The increase in gross margin is due to the mix of products sold during the period and their respective costs.
Selling and general and administrative expenses for the year ended December 31, 2024, decreased by $15,168 or 0.6% to $2,550,782; down from $2,565,950 for the year ended December 31, 2023. The decrease is largely attributed to a reduction in payroll benefits.
Other expense for the year ended December 31, 2024, was $204,773, a decrease of $1,587,387 from $1,792,160 for 2023. Other expense in 2024 largely consisted of interest and dividend expenses. In 2023, other expenses consisted of amortization of debt discount, equity loss in investment, loss on deconsolidation, loss on an investment deposit, loss on extinguishment of debt, loss on conversion of stock, and gain on debt forgiveness. The decrease in 2024 was largely due to reductions in interest expense and additional debt discounts recorded related to the down-round provisions of our convertible notes payable.
The net loss for the year ended December 31, 2024, was $1,739,926, compared to $3,433,804 for the year ended December 31, 2023.
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Liquidity and Capital Resources
Our operations have historically been financed by our majority stockholder. As funds were needed for working capital purposes, our majority stockholder would loan us the needed funds. During the year ended December 31, 2024, the Company’s majority shareholder loaned $531,100 to the Company and was repaid $155,868. We anticipate meeting our capital needs through the sale of our common and preferred stock and loans from our majority stockholder, if necessary.
At December 31, 2024, total assets decreased by $210,029 or 7.35% from $2,856,876 at December 31, 2023, primarily due to decreases in inventory.
At December 31, 2024, total liabilities decreased by 27.62% to $3,503,012 from $4,839,495 at December 31, 2023, due to decreases in accrued liabilities, accounts payable, related party accounts payable, accrued compensation paid to officers, and note payable to shareholder.
Cash Flow
The following table summarizes our cash flows for the periods indicated below:
| For the Year Ended | For the Year Ended | |||||||
| December 31, | December 31, | |||||||
| 2024 | 2023 | |||||||
| Cash used in operating activities | (509,053 | ) | (263,444 | ) | ||||
| Cash used in investing activities | (30,767 | ) | (24,546 | ) | ||||
| Cash provided by financing activities | 517,820 | 314,721 | ||||||
Cash Used in Operating Activities
During the year ended December 31, 2024, and December 31, 2023, cash used in operating activities of $509,053 and $263,444, respectively, primarily reflected our net income for the period, adjusted by non-cash charges such as depreciation, common stock issued for services, debt discounts and financing costs, loss on extinguishment of debt, loss on conversion of stock, as well as changes in accounts receivable, prepaids, deposits, accounts payable, and accrued expenses.
Cash Used by Investing Activities
During the year ended December 31, 2024, and December 31, 2023, cash used in investing activities was $30,767, which consisted of an employee advance and a note receivable. During the year ended December 31, 2023, cash used in investing activities was $24,546, which included purchase of assets, cash paid for an investment, and a note receivable.
Cash Provided by Financing Activities
During the year ended December 31, 2024, cash provided by financing activities was $517,820, which consisted of net borrowings from lines of credit, shareholder debt, and notes payable, offset by repayments on our convertible notes. During the year ended December 31, 2023, cash provided by financing activities was $314,721, which primarily consisted of net borrowings from lines of credit, notes payable, shareholder debt, and convertible notes.
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.
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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.
Contractual Obligations
As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide this information.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide this information.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
Please see the financial statements beginning on page F-1 located elsewhere in this annual report on Form 10-K and incorporated herein by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act) as of the end of the period covered by this report. The disclosure controls and procedures ensure that all information required to be disclosed by us in the reports that we file or submit under the Exchange Act is: (i) recorded, processed, summarized and reported, within the time periods specified in the SEC’s rule and forms; and (ii) accumulated and communicated to our management, including our Chief Executive Officer as appropriate to allow timely decisions regarding required disclosure. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2024, these disclosure controls and procedures were ineffective.
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Management’s Annual Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal controls over financial reporting. Our Officers are responsible to design or supervise a process that provides reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The policies and procedures include:
| ● | maintenance of records in reasonable detail to accurately and fairly reflect the transactions and dispositions of assets, |
| ● | reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of management and directors, and |
| ● | reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on our financial statements. |
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives.
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our internal control over financial reporting as of the end of the period December 31, 2024. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control – Integrated Framework (2013). Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the fiscal year December 31, 2024, our internal controls over financial reporting were not effective due to the following.
| ● | Lack of proper segregation of duties |
| ● | No formal documentation of our internal controls |
| ● | Lack of multiple levels of supervision and review |
Changes in Internal Controls over Financial Reporting
Our management has determined that there were no changes made in the implementation of our internal controls over financial reporting during the fourth quarter of the year ended December 31, 2024.
Attestation Report of Independent Public Accounting Firm
This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting because as a smaller reporting company we are not subject to attestation by our independent registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit us to provide only management’s report in this annual report.
ITEM 9B. OTHER INFORMATION
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable
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PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
In June 2022, the Company appointed its Chief Operating Officer, Richard Landry, to serve as the Chief Financial Officer of the Company effective as of June 30, 2022. On August 12, 2023, Mr. Landry’s resigned his position as CFO. Mr. Landry’s resignation did not result from any disagreement with the Company.
On August 12, 2023, the Board appointed Michael Hastings as Chief Financial Officer. Mr. Hastings remains a member of the Board of Directors.
Effective October 6, 2023, Michael Pope was appointed as a director of the Company.
The following table contains information concerning our directors and executive officers through the date of filing of this report.
| Name | Age | Position | ||
| Robert I. Goldstein | 76 | President, Chief Executive Officer, and Chairman of the Board of Directors | ||
| Michael Pope | 44 | Member of the Board of Directors | ||
| Michael Hastings | 82 | Chief Financial Officer, and member of the Board of Directors |
Officers and Directors
Robert I. Goldstein –President, Chief Executive Officer and Chairman of the Board of Directors: Mr. Goldstein entered the radiation detection industry in 1972 as an applications engineer, production manager, and then general manager for Optron Scientific Company, Inc. DBA, Technical Associates. Mr. Goldstein is a physicist and an award- winning specialist in the nuclear radiation detection industry and has more than 30 years of experience in the field. He has authored more than 20 white papers and abstract presentations on industrial research use of radiation measurement equipment and instruments. His work has been approved by US Federal standards set by the EPA (Environmental Protection Agency), FDA (Food and Drug Administration), and NRC (Nuclear Regulatory Commission). Mr. Goldstein has also worked closely with and continues ongoing joint development programs with Los Alamos National Lab and Jefferson National Lab. He was instrumental in the acquisition of Overhoff Technology Corp, at the time, the world’s only tritium detection company, in 2006. His experience in the field of radiation detection ranges from development of instrumentation to design and development for air, water and surface applications. He is also an accomplished inventor having invented miniature radiation detectors for use during surgery. Mr. Goldstein graduated from MIT with a BS in Physics and from Stanford University with an MS in Mechanical Engineering. Mr. Goldstein is affiliated with the following scientific groups: Health Physics Society, American Nuclear Society, DOE (US Department of Energy) Tritium Focus Group, Air Monitoring User’s Group and Health Physics Instrument Committee.
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Michael Hastings– Chief Financial Officer and Member of the Board of Directors: Mr. Hastings has been a corporate finance officer for over thirty years in the medical device industry with C.R. Bard, Inc. (predecessor to Becton Dickinson), and in the industrial battery industry with EnerSys, Inc. (NYSE: ENS). Mr. Hastings retired from EnerSys in 2011 as its Vice President and Treasurer with company revenue of $2 billion and operations in all parts of the world. His responsibilities included global treasury operations including debt and capital transactions; corporate tax; hedging of currencies, interest rate exposures and the price of raw materials; credit management; pension plan investments; and investor relations. He participated fully in due diligence, valuation and negotiation of numerous acquisitions. Mr. Hastings was also a member of the Board of Directors and Chief Financial Officer of MegaGraphite, Inc. - a private graphite exploration company in Canada between 2011 and when it was sold in 2014. Mr. Hastings was a member of the Board of Directors of Organic Transit, Inc., a private solar electric vehicle company in the United States, from 2018 until the company was sold in 2020. In 2024, Mr. Hastings became a board member and CFO of Environmental Transit, Inc., a private company formed to develop and produce solar and pedal-powered electric vehicles. Mr. Hastings has no prior business relationship with the Company.
Michael Pope – Member of the Board of Directors: Mr. Pope has served as a director of the Company since October 2023. Mr. Pope currently serves as Managing Director of Yalecrest Partners, a private equity and advisory firm, a position he has held since January 2024. From July 2015 to January 2024, Mr. Pope held various executive positions at Boxlight (Nasdaq: BOXL), a global provider of interactive technology solutions, including serving as Chief Executive Officer and Chairman from March 2020 to January 2024. During his tenure at Boxlight, Mr. Pope led the company through its initial public offering on Nasdaq and growth from inception to more than $220 million in revenue and $15 million in EBITDA. From October 2011 to October 2016, Mr. Pope was Managing Director at Vert Capital, a private equity and advisory firm, managing portfolio holdings in the education, consumer products, technology and digital media sectors. From May 2008 to October 2011, he served as Chief Financial Officer and Chief Operating Officer for the Taylor Family in Salt Lake City, where he managed family investment holdings in consumer products, professional services, real estate and education. Mr. Pope also held positions including Senior SEC Reporting at Omniture (formerly listed on Nasdaq and acquired by Adobe in 2009) and Assurance Associate at Grant Thornton. Mr. Pope has served as a director of Boxlight (Nasdaq:BOXL) since September 2014 and was a director of Novo Integrated Sciences (OTCQB: NVOS) from January 2021 to May 2025. He holds an active CPA license and earned his undergraduate and graduate degrees in accounting from Brigham Young University.
In particular,
| ● | With respect to Mr. Goldstein, the board considered his perspective and experience with our ongoing strategy and operations that he has obtained through his service to the Company and his ability to evaluate and assist with potential acquisitions and business opportunities. |
| ● | With respect to Mr. Hastings, the board considered his extensive managerial and financial expertise, as well as his experience in the medical device industry and his previous experience serving on a board of directors. |
| ● | With respect to Mr. Pope, the board considered his extensive managerial and financial expertise, as well as his experience in acquisitions and his previous experience serving on a board of directors. |
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The Board of Directors and Committees
As of the date of this Report, we had one independent director. We anticipate appointing additional independent directors as required in the future.
Audit Committee
As of the date of this Report, we did not have a standing Audit Committee. We intend to establish an Audit Committee of the Board of Directors, which will consist of independent directors, of which at least one director will qualify as a qualified financial expert as defined in the regulations of the SEC. The Audit Committee’s duties would be to recommend to our Board of Directors the engagement of independent auditors to audit our consolidated financial statements and to review our accounting and auditing principles. The Audit Committee would review the scope, timing and fees for the annual audit and the results of audit examinations performed by the internal auditors, if any, and independent public accountants, including their recommendations to improve the system of accounting and internal control. The Audit Committee would at all times be composed exclusively of directors who are, in the opinion of our Board of Directors, free from any relationship that would interfere with the exercise of independent judgment as a committee member and who possess an understanding of financial statements and generally accepted accounting principles. As of the date of this Report, we did not have an audit committee financial expert, in light of our size, although we intend to review this issue as the Company grows, especially as the Company implements a standing Audit Committee.
Compensation Committee
As of the date of this Report, we did not have a standing Compensation Committee. We intend to establish a Compensation Committee of the Board of Directors. The Compensation Committee would review and approve our salary and benefits policies, including compensation of executive officers. The Compensation Committee would also administer any stock option plans that we may adopt and recommend and approve grants of stock options under such plans.
Nominating and Corporate Governance Committee
As of the date of this Report, we did not have a standing Nominating and Corporate Governance Committee. We intend to establish a Nominating and Corporate Governance Committee of the Board of Directors to assist in the selection of director nominees, approve director nominations to be presented for stockholder approval at our annual meeting of stockholders and fill any vacancies on our Board of Directors, consider any nominations of director candidates validly made by stockholders, and review and consider developments in corporate governance practices.
Compliance with Section 16(A) of the Securities Exchange Act Of 1934
Section 16(a) of the Securities Exchange Act of 1934, as amended (“Section 16(a)”), requires our Directors and executive officers, and persons who beneficially own more than ten percent of a registered class of our equity securities (collectively, “Section 16 reporting persons”), to file with the SEC initial reports of ownership and reports of changes in ownership of our Common Stock and other equity securities. Section 16 reporting persons are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file.
To our knowledge, based solely on a review of the copies of any such reports furnished to us, none of the Section 16 reporting persons failed to file on a timely basis reports required by Section 16(a) of the Exchange Act with respect to our most recent fiscal year ended December 31, 2024.
Code of Ethics
As of the date of this Report, we had not adopted a formal, written code of conduct (“Code of Ethics”) within the specific guidelines promulgated by the SEC, although we intend to adopt a Code of Ethics.
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ITEM 11. EXECUTIVE COMPENSATION
Executive Compensation
Our President, CEO and Chairman of the Board of Directors, Robert I. Goldstein is compensated for his services to the Company; no other officer receives compensation from the Company. Until the Company acquires additional capital, it is not anticipated that any other officer will receive compensation from the Company other than reimbursement for out-of-pocket expenses incurred on behalf of the Company.
The Company has no stock option, retirement, pension, or profit-sharing programs for the benefit of directors, officers or other employees, but our officers and directors may recommend adoption of one or more such programs in the future.
Employment Agreements and Compensation
Our President, Chief Executive Officer and Chairman of the Board of Directors, Robert I. Goldstein, is compensated under an Employment Agreement that renews annually. The Agreement calls for a salary of $100,000 per year.
Summary Compensation Table
The following table provides information regarding the compensation of our named executive officers for the years ended December 31, 2024, and 2023.
| Name and Principal Position | Year | Salary | Stock Awards | Option Awards | Non-Equity Incentive Plan Compensation | Other Compensation | Total | |||||||||||||||||||
| Robert I. Goldstein President, | 2024 | $ | 100,000 | $ | -0- | $ | -0- | $ | -0- | $ | -0- | $ | 100,000 | |||||||||||||
| Chief Executive Officer, and Chairman of the Board of Directors (1) | 2023 | $ | 100,000 | $ | -0- | $ | -0- | $ | -0- | $ | -0- | $ | 100,000 | |||||||||||||
| Richard Landry, | 2024 | $ | -0- | $ | -0- | $ | -0- | $ | -0- | $ | -0- | $ | -0- | |||||||||||||
| Chief Financial Officer (2) | 2023 | $ | 75,000 | $ | 32,348 | $ | -0- | $ | -0- | $ | -0- | $ | 107,348 | |||||||||||||
| Michael Hastings, | 2024 | $ | -0- | $ | 94,900 | $ | -0- | $ | -0- | $ | -0- | $ | 94,900 | |||||||||||||
| Chief Financial Officer | 2023 | $ | -0- | $ | -0- | $ | -0- | $ | -0- | $ | -0- | $ | -0- | |||||||||||||
| (1) | Mr. Goldstein has accrued unpaid salary. On September 30, 2024, Mr. Goldstein converted $350,000 to a note payable, and $375,000 was converted to Series A Convertible Preferred stock. (See Notes 8, 10, and 15) |
| (2) | Mr. Landry has accrued unpaid salary up to the date of his resignation as CFO in August 2023. On September 30, 2024, Mr. Landry forgave $60,000 owed to him and $150,000 unpaid salary was converted to a note payable. (see Notes 8 and 15) |
29
Equity Incentive Plan
As of the date of this Report, the Registrant has not entered into any Equity Incentive Plans.
Option Grants in the Last Fiscal Year
No Stock Appreciation Rights (“SARs”) or options to purchase our stock were granted to the Named Executive Officers during fiscal year ended December 31, 2024.
Retirement Plan
We do not currently have any retirement plan, but we expect to adopt one in the near term.
Director Compensation
The following table provides information concerning the compensation of the directors of the Company for the past fiscal year:
| Name | Fees Earned or Paid in Cash | Stock Awards | All Other Compensation | Total | ||||||||||||
| Robert I. Goldstein | $ | -0- | $ | -0- | $ | -0- | $ | -0- | ||||||||
| Michael Hastings | $ | -0- | $ | -0- | $ | -0- | $ | -0- | ||||||||
| Michael Pope | $ | -0- | $ | -0- | $ | -0- | $ | -0- | ||||||||
Audit Committee Financial Expert
The Company does not have an audit committee financial expert.
30
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
As of the date of this Report, there were 59,629,204 shares of common stock issued and outstanding. The following table sets forth certain information regarding the beneficial ownership of the outstanding shares as of the date of this Report, (i) each of our executive officers and directors; and (ii) all of our executive officers and directors as a group.
Except as otherwise indicated, each such person has investment and voting power with respect to such shares, subject to community property laws where applicable. The address for all individuals for whom an address is not otherwise indicated is 7051 Eton Avenue, Canoga Park, CA 91303.
| Name of Beneficial Owner | Amount and Nature of Beneficial Ownership | Percent (%) of Common Stock (1) | ||||||
| Robert I. Goldstein, President & CEO, Chairman | 12,818,031 | 24.32 | % | |||||
| Michael Hastings, CFO and Board Member** | 2,443,680 | 4.64 | % | |||||
| All Directors and Officers as a Group (2 persons) | 15,261,711 | 28.96 | % | |||||
| ** | Mr. Hastings was appointed as CFO on August 12, 2023. |
| (1) | Shares of Common Stock beneficially owned and the respective percentages of beneficial ownership of Common Stock includes for each person shares issuable on the exercise of all options and warrants and the conversion of other convertible securities beneficially owned by such person that are currently exercisable. Such shares, however, are not included for the purpose of computing the percentage ownership of any other person. |
Significant Employees
We are dependent on the experience, knowledge, skill and expertise of our President and CEO Robert I. Goldstein. We are also in large part dependent on our CFO, Michael Hastings, Nikki Truax, Manager of the Overhoff Division, Ivan Mitev, our Chief Engineer at the Overhoff Division, Ian Embry in sales, and Rowena Paredes in accounting. The loss of any of the key personnel listed above could materially and adversely affect our future business efforts. Our success depends in substantial part upon the services, efforts and abilities of Robert I. Goldstein, our Chairman and Chief Executive Officer, due to his experience, history and knowledge of the nuclear radiation industry and his overall insight into our business direction. The loss or failure to retain Mr. Goldstein, or to attract and retain additional qualified personnel, could adversely affect our operations. We do not currently carry key-man life insurance on Mr. Goldstein or any of our officers and have no present plans to obtain this insurance.
Family Relationships
There are no family relationships among directors, executive officers, or persons nominated or chosen by the issuer to become directors or executive officers.
Involvement in Certain Legal Proceedings
There have been no events under any bankruptcy act, no criminal proceedings and no judgments, injunctions, orders or decrees material to the evaluation of the ability and integrity of any director, executive officer, promoter or control person of Registrant during the past five years.
31
Meetings of the Board of Directors
Mr. Goldstein was elected director by the former sole stockholder of the Company in April 18, 2012. On March 28, 2014, Dr. Gerald Entine was elected to serve on the Board of Directors. On May 22, 2018, Gerald Entine died, leaving a vacancy on the Board of Directors for the Company. In order to fill the vacancy resulting from Mr. Entine’s death, the Board of Directors consented in lieu of a meeting to nominate Dell Williamson for appointment to the Board of Directors following receipt and review from Mr. Williamson, his Confidential Bad Actor Disqualifying Event Statement confirming no “disqualifying event,” as defined under Rule 506(e) of Regulation D under the 1933 Securities Act and confirmation of receipt of the Company’s Insider Trading Policy and related memorandum regarding the same (as disclosed in prior filings). In addition, pursuant to Article IV of the Company’s Bylaws, as amended, the Board of Directors nominated Michael G. Hastings to serve as a director on the Board of Directors following receipt and review of the same disclosures and documents produced by Mr. Williamson, as identified herein. By signing the consent resolution, Mr. Williamson and Mr. Hastings accepted appointment as directors on the Board of Directors. On October 6, the Board of Directors nominated Michael Pope to serve as a director on the Board of Directors, following receipt and review of disclosure documents produced by Mr. Pope. The Board establishes policy and provides strategic direction, oversight, and control of the Company. As of the date of this Form 10-K, the Board of Directors had no standing audit, compensation, nominating or other committees, although the Board intends to establish such committees in the future.
Nominating Committee
We have not adopted any procedures by which security holders may recommend nominees to our Board of Directors.
Retirement Plan
We do not currently have any retirement plan, but we expect to adopt one in the near term.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
As stated in our Item 2, Properties disclosure on this Form 10-K, the Company’s executive offices are located in Canoga Park, CA, at 7051 Eton Avenue, Canoga Park, California 91303. The lease payment for each facility is $9,000, payable monthly. 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. Mr. Goldstein holds an 8% interest in Gold Team Inc. The Company leases its current facilities from Gold Team Inc. which owns both the Canoga Park, CA and Milford, Ohio properties.
During the year ended December 31, 2024, the Company’s majority shareholder loaned the Company a net of $375,233. On September 30, 2024, Mr Goldstein agreed to forgive $300,000 owed to him and converted $1,183,000 to a Series A Convertible Preferred Note Payable. The amounts due to Mr. Goldstein are $92,512 and $1,220,279 as of December 31, 2024, and 2023, respectively.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Audit Fees
The aggregate fees billed by the Company’s current auditor Fruci & Associates II, PLLC, for professional services rendered for the audit of our annual financial statements, review of our quarterly financial statements or services that are normally provided in connection with statutory and regulatory filings were $68,939 and $78,955 for the years ended December 31, 2024, and 2023, respectively.
Audit Related Fees
There were no fees billed for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements for the year ended December 31, 2024, or 2023.
Tax Fees
The aggregate fees billed for professional services for tax compliance, tax advice, tax planning for the year December 31, 2024, and 2023 was $0 and $0, respectively.
All Other Fees
There were no fees billed for other products and services for the year ended December 31, 2024, or 2023.
32
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
15(a)(1). Financial Statements
The following consolidated financial statements, and related notes and Report of Independent Registered Public Accounting Firm are filed as part of this Annual Report:
US Nuclear Corp. and Subsidiaries
Consolidated Financial Statements
For The Years Ended December 31, 2024 and 2023
Contents
F-1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the shareholders and board of directors of US Nuclear Corp.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of US Nuclear Corp. (“the Company”) as of December 31, 2024 and 2023, and the related consolidated statements of operations, changes in shareholders’ equity, and cash flows for each of the years in the two-year period ended December 31, 2024, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023 and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.
Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has an accumulated deficit and net losses. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
F-2
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Evaluation of the Classification and Accounting Treatment of Series A Preferred Stock
Description of the Critical Audit Matter
As described Note 10 of the consolidated financial statements, the Company amended and restated the terms of its Series A Preferred Stock. The amendment raised complex considerations regarding the appropriate classification of the Series A Preferred Stock, specifically whether it should be presented as temporary equity, and whether the issuance should be accounted for as a redeemable financial instrument under the guidance of ASC 480, Distinguishing Liabilities from Equity. Given the significance of the transaction, the complexity of the accounting standards involved, and the degree of judgment required by management in determining the appropriate accounting treatment, we identified the evaluation of the amended Series A Preferred Stock as a critical audit matter.
How the Critical Audit Matter was Address in the Audit
Our principal audit procedures to evaluate management’s evaluation included, among other procedures, the following:
| ● | Assessing the relevant terms of the amended and restated Series A Preferred Stock agreement; |
| ● | Evaluating management’s accounting analysis under ASC 480, including whether the amended terms result in classification as a liability, temporary equity, or permanent equity; |
| ● | Substantively testing all preferred stock issuances during the year; |
| ● | Evaluating the adequacy of the Company’s financial statement disclosures for Preferred Stock. |
/s/
Fruci & Associates II, PLLC – PCAOB ID #
We have served as the Company’s auditor since 2019.
June 24, 2025
F-3
US NUCLEAR CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
AS OF DECEMBER 31, 2024 AND 2023
| 2024 | 2023 | |||||||
| 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 | $ | $ | ||||||
| Accounts payable - related party | ||||||||
| Accrued liabilities | ||||||||
| Accrued compensation - officers | ||||||||
| Customer deposit | ||||||||
| Deferred revenue | ||||||||
| 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 | ||||||||
| TOTAL LIABILITIES | ||||||||
| COMMITMENTS & CONTINGENCIES | ||||||||
| SHAREHOLDERS’ EQUITY: | ||||||||
| Preferred stock, $0.0001 par value, | ||||||||
| Preferred stock, Series A, $ | ||||||||
| Preferred shares to be issued ( | ||||||||
| Common stock, $ | ||||||||
| Common shares 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 consolidated financial statements.
F-4
US NUCLEAR CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023
| 2024 | 2023 | |||||||
| Sales | $ | $ | ||||||
| Cost of sales | ||||||||
| Gross profit | ||||||||
| Operating expenses | ||||||||
| Professional fees | ||||||||
| Officer compensation | ||||||||
| Payroll and related expense | ||||||||
| Selling, general and administrative expenses | ||||||||
| Total operating expenses | ||||||||
| Loss from operations | ( | ) | ( | ) | ||||
| Other income (expense) | ||||||||
| Interest expense | ( | ) | ( | ) | ||||
| Loss on deconsolidation | ( | ) | ||||||
| Amortization of debt discount | ( | ) | ||||||
| Loss on investment deposit | ( | ) | ||||||
| Loss on extinguishment of debt | ( | ) | ||||||
| Loss on conversion of stock | ( | ) | ||||||
| Equity loss in investment | ( | ) | ||||||
| Other income | ||||||||
| Total other income (expense) | ( | ) | ( | ) | ||||
| Loss before provision for income taxes | ( | ) | ( | ) | ||||
| Provision for income taxes | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Preferred stock dividends | ( | ) | ||||||
| Deemed dividend for down-round provision in warrants | ( | ) | ||||||
| Net loss attributed to common stockholders | $ | ( | ) | $ | ( | ) | ||
| Weighted average shares outstanding - basic and diluted | ||||||||
| Loss per share – basic and diluted | $ | ( | ) | $ | ( | ) | ||
The accompanying notes are an integral part of these consolidated financial statements.
F-5
US NUCLEAR CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023
| Common Stock | Common Stock | Preferred Stock | Preferred Stock | Additional Paid-in | Accumulated | Total Shareholders’ | ||||||||||||||||||||||||||||||
| Shares | Amount | Payable | Shares | Amount | Payable | Capital | Deficit | Equity | ||||||||||||||||||||||||||||
| Balance, December 31, 2022 | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||
| 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 | - | - | ||||||||||||||||||||||||||||||||||
| Cashless exercise of warrants | ( | ) | ||||||||||||||||||||||||||||||||||
| Investment in Averox | - | - | ||||||||||||||||||||||||||||||||||
| Debt discount on issuance of warrant | - | - | ||||||||||||||||||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| Balance, December 31, 2023 | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||
| Issuance of common stock for services | - | |||||||||||||||||||||||||||||||||||
| Issuance of common stock for debt and interest | ||||||||||||||||||||||||||||||||||||
| Common shares to be issued for services | ( | ) | ||||||||||||||||||||||||||||||||||
| Preferred stock dividends, payable in common shares | - | - | ( | ) | ||||||||||||||||||||||||||||||||
| Preferred stock dividends, payable in cash | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||
| Adoption of ASC 2020-06 | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| Series A Preferred Stock to be issued for conversion of debt | - | |||||||||||||||||||||||||||||||||||
| Series A Preferred Stock to be issued for cash | - | - | ||||||||||||||||||||||||||||||||||
| Forgiveness of related party debt | - | - | ||||||||||||||||||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| Balance, December 31, 2024 | $ | $ | - | $ | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
F-6
US NUCLEAR CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023
| 2024 | 2023 | |||||||
| OPERATING ACTIVITIES | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustment to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation and amortization | ||||||||
| Bad debt expense | ||||||||
| IRS Penalties | ||||||||
| Issuance of common stock for services | ||||||||
| Amortization of debt discounts | ||||||||
| Finance costs | ||||||||
| Loss on deconsolidation | ||||||||
| Loss on investment deposit | ||||||||
| Loss on extinguishment of debt | ||||||||
| Loss on conversion of stock | ||||||||
| Equity loss in investment | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | ( | ) | ( | ) | ||||
| Inventories | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Accounts payable | ||||||||
| Accounts payable - related parties | ||||||||
| Accrued liabilities | ||||||||
| Accrued compensation - officers | ||||||||
| Deferred revenue | ||||||||
| Customer deposits | ( | ) | ||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| INVESTING ACTIVITIES | ||||||||
| Purchase of property and equipment | ( | ) | ||||||
| Employee advance | ( | ) | ||||||
| Note receivable | ( | ) | ( | ) | ||||
| Cash paid for investment | ( | ) | ||||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| FINANCING ACTIVITIES | ||||||||
| Net borrowings (repayments) under lines of credit | ||||||||
| Proceeds from notes payable | ||||||||
| Repayments on notes payable | ( | ) | ( | ) | ||||
| Proceeds from convertible notes payable | ||||||||
| Repayments on convertible notes payable | ( | ) | ( | ) | ||||
| Proceeds from note payable to shareholder | ||||||||
| Repayments for note payable to shareholder | ( | ) | ( | ) | ||||
| Proceeds from issuance of preferred stock | - | |||||||
| Net cash provided by (used in) financing activities | ||||||||
| NET INCREASE (DECREASE) IN CASH | ( | ) | ||||||
| CASH | ||||||||
| Beginning of period | $ | $ | ||||||
| End of period | $ | $ | ||||||
| Supplemental disclosures of cash flow information | ||||||||
| Taxes paid | $ | $ | ||||||
| Interest paid | $ | $ | ||||||
| Non-Cash investing and financing activities | ||||||||
| Beneficial conversion feature on down-round provision | $ | $ | ||||||
| Additional principal as consideration of maturity date extension | $ | $ | ||||||
| Common shares issued for future services | $ | $ | ||||||
| Accrued compensation in exchange for notes payable | $ | $ | ||||||
| Deemed dividend on down round provision | $ | $ | ||||||
| Common stock issued for conversion of convertible debt and accrued interest | $ | $ | ||||||
| Preferred stock issued for conversion of debt | $ | $ | ||||||
| Preferred stock dividends payable in common stock | $ | $ | ||||||
| Preferred stock dividends payable in cash | $ | $ | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
F-7
US NUCLEAR CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2024 and 2023
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 February 14, 2012.
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.
Basis of Presentation
The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America.
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, Cali From Above, LLC, and Optron and its wholly-owned subsidiary, 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.
F-8
US NUCLEAR CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2024 and 2023
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 no cash equivalents as of December 31, 2024 and 2023.
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 December 31, 2024 and 2023 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 December 31, 2024 and 2023, the Company
recorded $
F-9
US NUCLEAR CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2024 and 2023
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 |
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. Based on its review at December 31, 2024 and 2023, the Company believes there was no 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, and 2023, 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.
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 years ended December 31, 2024, and 2023, there were no derivative liabilities associated with our convertible notes payable.
F-10
US NUCLEAR CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2024 and 2023
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
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
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 a capital transaction.
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; |
| ● | 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 category, is 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.
F-11
US NUCLEAR CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2024 and 2023
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.
F-12
US NUCLEAR CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2024 and 2023
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. 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. As of December 31, 2024, and 2023 there were
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.
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
In August
2020, the Financial Accounting Standards Board (“FASB”) issued guidance (ASC 2020-06), 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. Among other changes, the guidance removes the liability and equity separation models for convertible instruments. Instead,
entities will account for convertible debt instruments wholly as debt unless convertible instruments contain features that require bifurcation
as a derivative or that result in substantial premiums accounted for as paid-in capital. The guidance also requires the application of
the if-converted method to calculate the impact of convertible instruments on diluted earnings per share. The guidance is effective for
fiscal years beginning after December 15, 2021, with early adoption permitted for fiscal years beginning after December 15, 2020, and
can be adopted on either a retrospective or modified retrospective basis. We adopted this guidance on January 1, 2024, using the modified
retrospective approach whereby amounts previously reported have not been revised. Upon adoption we recognized a decrease to additional
paid-in capital of $
F-13
US NUCLEAR CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2024 and 2023
In November 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (ASU 2023-07). ASU 2023-07 is intended to improve reportable segment disclosures, primarily through enhanced disclosures about significant segment expenses. The main provisions of ASU 2023-07 require a public entity to disclose on an annual and interim basis: (i) significant segment expenses provided to the chief operating decision maker, (ii) an amount representing the difference between segment revenue less segment expenses disclosed under the significant segment expense principle and each reported measure of segment profit or loss and a description of its composition, (iii) provide all annual disclosures about a reportable segment’s profit or loss and assets currently required under Topic 280 in interim periods, (iv) clarify that if the chief operating decision maker uses more than one measure of a segment’s profit or loss in assessing segment performance and deciding how to allocate resources, a public entity may report one or more of those additional measures of segment profit, (v) the title and position of the chief operating decision maker and an explanation of how the chief operating decision maker uses the reported measure of segment profit or loss in assessing segment performance and deciding how to allocate resources, and (vi) all disclosures required by ASU 2023-07 and all existing segment disclosures under Topic 280 for an entity with a single reportable segment. The new guidance is effective for the fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company adopted ASU 2023-07 as of December 31, 2024, and has determined that this ASU does not have a material effect on the Company’s consolidated financial statements and related disclosures.
In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which is intended to enhance the transparency and decision usefulness of income tax disclosures. The main provisions of ASU 2023-09 require a public entity to disclose on an annual basis (i) specific prescribed categories in the rate reconciliation, (ii) additional information for reconciling items that meet a quantitative threshold, (iii) the amount of income taxes paid, net of refunds received, disaggregated by federal, state, and foreign taxes, (iv) the amount of income taxes paid, net of refunds received, disaggregated by individual jurisdictions in which income taxes paid is equal to greater than 5 percent of total income taxes paid, (v) income or loss from continuing operations before income tax expense or benefit disaggregated between domestic and foreign, and (vi) income tax expense or benefit from continuing operations disaggregated by federal, state, and foreign. ASU 2023-09 also removes certain disclosure requirements related to unrecognized tax benefits and cumulative unrecognized temporary differences. The new guidance is effective for the fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company adopted ASU 2023-09 as of December 31, 2024, and has determined that this ASU does not have a material effect on the Company’s consolidated financial statements and related disclosures.
Note 3 – Inventories
Inventory at December 31, 2024 and 2023 consisted of the following:
| 2024 | 2023 | |||||||
| Raw materials | $ | $ | ||||||
| Work in Progress | ||||||||
| Finished goods | ||||||||
| Total inventories | $ | $ | ||||||
At December 31, 2024 and 2023 the inventory reserve was $
Note 4 – Property and Equipment
The following are the details of property and equipment at December 31, 2024 and 2023:
| 2024 | 2023 | |||||||
| Furniture and fixtures | $ | $ | ||||||
| Leasehold Improvements | ||||||||
| Equipment | ||||||||
| Computers and software | ||||||||
| Less accumulated depreciation | ( | ) | ( | ) | ||||
| Property and equipment, net | $ | $ | ||||||
Depreciation expense for the years ended December
31, 2024, and 2023 was $
F-14
US NUCLEAR CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2024 and 2023
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
MIFTI
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
F-15
US NUCLEAR CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2024 and 2023
Information regarding Grapheton as of and for the year ended December 31, 2024, is below:
| Current assets | $ | |||
| Total assets | ||||
| Current liabilities | ||||
| Total liabilities | ||||
| Total stockholders’ equity | ( | ) | ||
| Revenue | $ | |||
| Operating expenses | ( | ) | ||
| Other expenses | ||||
| Net loss | ( | ) |
The Company evaluated this investment and recorded
a loss attributed to equity investment of $
Note 6 – Deconsolidation of Subsidiary
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
Upon deconsolidation, the Company recorded a loss
of $
Note 7 – 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
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 $
F-16
US NUCLEAR CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2024 and 2023
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 $
The following table summarizes certain details related to our outstanding convertible notes:
| December 31, 2024 | ||||||||||||||||||||
| Maturity Date | Principal Amount | Contractual Interest | Stated Interest Rate | Default Interest | Effective Interest Rate | |||||||||||||||
| December 31, 2024 | $ | $ | % | % | % | |||||||||||||||
| February 20, 2030 | $ | $ | % | % | % | |||||||||||||||
| February 20, 2030 | $ | $ | % | % | % | |||||||||||||||
Demand Note Payable to Shareholder
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 $
F-17
US NUCLEAR CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2024 and 2023
On September 30, 2024, Gold Team Inc., a company
owned by the Company’s CEO, Robert Goldstein, agreed to convert $
On September 30, 2024, the Company’s CEO,
agreed to convert $
Future maturities of all loans and notes payable as of December 31, 2024, are as follows:
| Years ended December 31, | December 31, 2024 | December 31, 2023 | ||||||
| 2025 | $ | $ | ||||||
| 2026 | ||||||||
| 2027 | ||||||||
| 2028 | ||||||||
| 2029 | ||||||||
| Thereafter | ||||||||
| $ | $ | |||||||
Note 8 – Lines of Credit
As of December 31, 2024, the Company had three
lines of credit with a maximum borrowing amount of $
Note 9 – 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
The lease expense for the twelve months
ended December 31, 2024, and 2023 was $
F-18
US NUCLEAR CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2024 and 2023
Note 10 – Shareholders’ Equity
Common stock
During the twelve months ended December 31, 2024, the Company issued:
| ● |
| ● |
| ● |
During the twelve months ended December 31, 2023, the Company issued:
| ● |
| ● |
| ● |
| ● |
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
As of December 31, 2024, the Company is obligated, but has not yet issued:
| ● |
| ● |
| ● | ||
| ● |
As of December 31, 2024, the
Company accrued $
Additional Paid in Capital
During the
twelve months ending December 31, 2024, the Company recorded $
F-19
US NUCLEAR CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2024 and 2023
On September 30, 2024, the date of issuance for the converted related party debt to Series A Convertible Preferred, the fair market value was estimated using the Option Pricing Model and the fair value of the underlying shares. Since the estimated fair market value was substantially lower than the liability extinguished and the transaction is not considered an arm’s length transaction, the Company recorded the aggregate value of the liability extinguished as a capital contribution.
Warrants
The following table summarizes the activity related to warrants:
| Weighted | ||||||||||||||||
| Weighted | Average | |||||||||||||||
| Average | Remaining | Aggregate | ||||||||||||||
| Warrants | Exercise | Contractual | Intrinsic | |||||||||||||
| Outstanding | Price | Life | Value | |||||||||||||
| Outstanding, December 31, 2022 | $ | $ | ||||||||||||||
| Granted | $ | $ | ||||||||||||||
| Forfeited | ||||||||||||||||
| Exercised | ||||||||||||||||
| Outstanding, December 31, 2023 | $ | $ | ||||||||||||||
| Granted | ||||||||||||||||
| Forfeited | ||||||||||||||||
| Exercised | ||||||||||||||||
| Outstanding, December 31, 2024 | $ | $ | ||||||||||||||
| Exercisable, December 31, 2024 | $ | $ | ||||||||||||||
The above
warrants contain a down-round provision that requires the exercise price to be adjusted if the Company sells shares of common stock below
the current exercise price. During the twelve months ending December 31, 2023, the Company issued shares of common stock for $
The following table summarizes information about outstanding and exercisable warrants as of December 31, 2024
| Outstanding and Exercisable | ||||||
| Number of Warrants | Exercise Price | |||||
| $ | ||||||
Note 11 – 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
F-20
US NUCLEAR CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2024 and 2023
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 Company currently evaluates the performance of its reportable segments based on net sales and operating income. The Company’s Chief Operating Decision Maker (CODM) does not utilize any additional profit/loss metrics or any detailed asset allocations as part of the overall analysis, as the Company does not currently have these specific details available for review. While efforts are being made to enhance our internal metrics and reporting processes, currently, a complete suite of expense metrics for evaluating the effectiveness of our resource allocation across all segments is not fully operational. We are exploring project management tools and centralized platforms to integrate data from various sources and improve visibility into resource utilization. For each reporting segment, the Manager of Operations reports to the CODM, who is the Company’s CEO, Robert Goldstein.
The following tables summarize the Company’s segment information for the years ended December 31, 2024, and 2023:
| Years Ended December 31, | ||||||||
| 2024 | 2023 | |||||||
| 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 | ( | ) | ( | ) | ||||
| $ | ( | ) | $ | ( | ) | |||
| As of December 31, | ||||||||
| 2024 | 2023 | |||||||
| Total Assets | ||||||||
| Optron | $ | $ | ||||||
| Overhoff | ||||||||
| Corporate | ||||||||
| $ | $ | |||||||
| Goodwill | ||||||||
| Optron | $ | $ | ||||||
| Overhoff | ||||||||
| Corporate | ||||||||
| $ | $ | |||||||
F-21
US NUCLEAR CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2024 and 2023
Note 12 – 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 years ended December 31, 2024, and 2023 is as follows:
| 2024 | 2023 | |||||||
| Geographical sales | ||||||||
| North America | $ | $ | ||||||
| Asia | ||||||||
| South America | ||||||||
| Other | ||||||||
| $ | $ | |||||||
Note 13 – Income Taxes
At December 31, 2024, and 2023, the significant components of the deferred tax assets are summarized below:
| 2024 | 2023 | |||||||
| Approximate net operating loss carry forwards | $ | $ | ||||||
| Deferred tax assets: | ||||||||
| Federal net operating loss | $ | $ | ||||||
| State net operating loss | ||||||||
| Tax credit | ||||||||
| Goodwill | ( | ) | ( | ) | ||||
| Total deferred tax assets | ||||||||
| Less valuation allowance | ( | ) | ( | ) | ||||
| $ | $ | |||||||
The valuation allowance increased by $
Income tax expense reflected in the consolidated statements of income consist of the following for 2024 and 2023:
| 2024 | 2023 | |||||||
| Current | ||||||||
| Federal | $ | $ | ||||||
| State | ||||||||
| Deferred | ||||||||
| Federal | ||||||||
| State | ||||||||
| Income tax expense | $ | $ | ||||||
F-22
US NUCLEAR CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2024 and 2023
The reconciliation of the effective income tax rate to the federal statutory rate for the years ended December 31, 2024, and 2023 is as follows:
| 2024 | 2023 | |||||||
| Federal income tax rate | % | % | ||||||
| State tax, net of federal benefit | % | % | ||||||
| Net operating losses | - | % | - | % | ||||
| Permanent differences | - | % | - | % | ||||
| Amortization of goodwill | % | % | ||||||
| Effective income tax rate | % | % | ||||||
The Company files income tax returns in the U.S. federal jurisdiction, and various state jurisdictions. With few exceptions, the Company is no longer subject to U.S. federal, state and local income tax examinations by tax authorities for years before 2019.
The Company periodically evaluates the likelihood of the realization of deferred tax assets and adjusts the carrying amount of the deferred tax assets by the valuation allowance to the extent the future realization of the deferred tax assets is not judged to be more likely than not. The Company considers many factors when assessing the likelihood of future realization of its deferred tax assets, including its recent cumulative earnings experience by taxing jurisdiction, expectations of future taxable income or loss, the carryforward periods available to the Company for tax reporting purposes, and other relevant factors.
Future changes in the unrecognized tax benefit
will have no impact on the effective tax rate due to the existence of the valuation allowance. The Company will continue to classify income
tax penalties and interest as part of general and administrative expense in its consolidated statements of operations. As of December
31, 2024, and 2023 penalties and interest accrued on unpaid payroll taxes were $
Note 14 – Concentrations
For the year ended December 31, 2024, one customer
accounted for more than 10% of the Company sales at
For the
year ended December 31, 2023, three customers accounted for more than 10% of the Company sales,
No vendors accounted for more than 10% of the Company’s purchases for the years ended December 31, 2024, and 2023.
Note 15 – 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 twelve months ended December 31, 2024, and 2023 was $
As of December 31, 2024, and December 31, 2023,
the Company had accrued compensation payable to its CEO of $
F-23
US NUCLEAR CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2024 and 2023
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 16 – 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 January 1, 2025, the Company entered into Cashless
Warrant Exercise Agreements with two consultants for advisory services. The Agreements entitle the Holders to
On January 7, 2025, the Company issued
On January 16, 2025, the Company issued
On January 16, 2025, the Company issued
On January 24, 2025, the Company issued
On March 6, 2025, the Company issued
On March 26, 2025, the Company received $
On April 2, 2025, the Company received $
On April 2, 2025, the Company repurchased
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)
The Exercise Price will be the average of the high and low trading prices of the common stock on the trading market for the trading day immediately preceding the original date of the issuance of this warrant. A cash exercise requires payment of the exercise price for the number of warrant shares exercised, and a cashless exercise would entitle the Holder to receive that number of warrant shares equal to the quotient obtained by dividing (A-B) x X by (A), where:
| (A) | = | the average of the high and low trading prices of the Common stock on the trading market for the trading day immediately preceding the date of such election; |
| (B) | = | the exercise price |
| (X) | = | the number of warrant shares issuable upon exercise of this warrant in accordance with the terms of this warrant by means of a cash exercise rather than a cashless exercise. |
On April 15, 2025, the Company entered into a
promissory note with a third party for $
On June 10, 2025, the Company received $
F-24
15(a)(2). Financial Statement Schedules.
None.
15(a)(3). Exhibits.
33
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.
| Date: June 24, 2025 | US Nuclear Corp. | |
| By: | /s/ Robert I. Goldstein | |
| Robert I. Goldstein | ||
|
President, Chief Executive Officer, Chairman of the Board of Directors | ||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Date: June 24, 2025 | US Nuclear Corp | |
| By: | /s/ Michael Hastings | |
|
Chief Financial Officer Board of Directors | ||
34
Exhibit 4.2
Private Placement Memorandum
(Rule 506(b) of Regulation D)
US NUCLEAR CORP.
A Delaware Corporation
Up to 8,122 Shares at $1,000/Share
(Series A Convertible Preferred Stock)
This Private Placement Memorandum (“Offering”) is presented by US Nuclear Corp., a Delaware corporation (“UCLE”), on a confidential basis to the recipient hereof (“Offeree”). This Offering is for the sale and purchase of up to 8,122 shares of preferred stock in UCLE designated as “Series A Convertible Preferred Stock” (“Series A Stock”) pursuant to the Amended Certificate of Incorporation for UCLE attached hereto at Exhibit A (the “Certificate”)1, filed with the State of Delaware, Division of Corporations on or about December 9, 2024, and in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”) and/or Rule 506(b) of Regulation D thereunder (“Rule 506(b)”). As of the date of this Offering, UCLE’s Chairman of the Board, Chief Executive Officer and President, Robert I. Goldstein, and his entity, Gold Team, Inc., beneficially own 1,878 shares of 10,000 shares of authorized Series A Stock, resulting from the conversion of their respective loan receivables into shares of the Series A Stock.
The rights, preferences, and limitations of the Series A Stock are set forth in the Certificate. More specifically with respect to the Series A Stock offered under this Offering, each share is entitled to the following rights, and subject to the following limitations:
| · | The holders are entitled to receive an annual dividend, payable quarterly, within ninety (90) days of the last day of the applicable quarter of: |
| o | Six percent (6%) of the holder’s “Stated Value,” which is calculated as $1,000 multiplied by the number of shares of Series A Stock owned by the holder thereof; and |
| o | 1,200 shares of common stock in UCLE for each share of Series A Stock titled to the holder. |
| · | The holders have the right to vote on any matter presented to the holders of common stock in UCLE with each shares of Series A Stock equaling 10,000 shares of common stock on a fully diluted basis. |
UCLE is a publicly reporting company with the U.S. Securities and Exchange Commission (“SEC”), and it trades its shares of common stock on the OTC Market under the symbol “UCLE.” The Series A Stock, however, does not trade on the OTC Market, and any holder of the Series A Stock is subject to those limitations and restrictions set forth below.
All publicly available information shall be deemed incorporated herein by reference. You are directed to review UCLE’s filings for all operational and financial information related to the corporation, including any risk disclosures contained therein, with your tax advisor and attorney. Such information shall be deemed incorporated herein by reference. The Board of Directors has the right to authorize and issue additional shares of common stock and preferred stock exercising its sole discretion, thus you are always subject to dilution and possibly rights of shareholders who may own a different class of stock in the future. Furthermore, any holder of stock in UCLE is subject to the Bylaws of the corporation, which are included in the aforementioned public filings.
UCLE will be relying on the broker/dealer or issuer exemption in selling the Series A Stock. This reliance is in accordance with Delaware Securities Act, Chapter 73 of Title 6 of the Delaware Code, specifically: (a) Section 73- 207(a)(8), which provides an exemption for any offer or sale to an “accredited investor” as defined in Rule 501 of Regulation D under the Act; and (b) Section 73-207(b)(11), which provides an exemption for offers and sales that are part of an offering made in compliance with Rule 506(b).
| 1 | If the Certificate, as presented herein, is revised or modified as a result of comment from the State of Delaware, Division of Corporations, UCLE shall deliver to any Offeree such revised or modified version. |
The following exhibits are incorporated herein:
| Exhibit A | First Amended and Restated Certificate of Designation of Series A Convertible Preferred Stock | |
| Exhibit B | Accredited Investor Questionnaire (To Be Completed by Offeree) | |
| Exhibit C | Subscription Agreement (To Be Completed by Offeree) |
You will be required to complete the Accredited Investor Questionnaire at Exhibit B hereto, and the Board of Directors might require you to provide verification of the same from a third party, and the Subscription Agreement attached hereto at Exhibit C (“Subscription Agreement”).
The proceeds from this Offering shall be used immediately by UCLE in furtherance of its business purpose and strategic objectives, as determined by the Board of Directors exercising its sole an absolute discretion. UCLE intends on allocating proceeds from the sale of its Series A Stock herein to support its business plan, costs of this Offering and the other offerings set forth above.
The Board of Directors retains full and exclusive authority to make all determinations regarding the use of proceeds, including reallocating funds to address its evolving strategic and operational needs. Such determinations shall not be subject to investor review or challenge, provided they are consistent with UCLE’s business objectives. By investing in this Offering, the investor acknowledges that the proceeds may be applied to any of the above-referenced uses or to other categories consistent with UCLE’s purpose, as determined solely by the Board of Directors, and waives any right to contest such decisions.
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2
Offering Exemption from Registration
(Rule 506(b) of Regulation D)
This Offering is being made in reliance on exemptions from registration under Section 4(a)(2) of the Securities Act and/or Rule 506(b) of Regulation D, and any applicable state securities laws, and the Offering is being sold in reliance on Rule 3a4-1 of the Securities Act, commonly referred to as the “issuer exemption,” since such individuals are not participating in the offering more than once in any twelve-month period and are not being compensated for the sale of the securities herein.
You should be prepared to submit financial statements, tax returns, W-2s, or other relevant documentation to demonstrate that you meet the income or net worth thresholds outlined in Rule 501 of Regulation D, if requested by the Board; otherwise, the Board shall be deemed reasonable in relying on your representations in the Subscription Packet. UCLE reserves the right to reject any Subscription Packet.
It is not the intent of UCLE, at this time, to register any shares of the Series A Stock. A public market does not currently exist for its Series A Stock. UCLE cannot provide any assurances regarding the Series A Stock under this Offering and cannot assure that an active public market for any of those securities will develop in the future. The Series A Stock is subject to restrictions on transferability and resale and may not be resold in a public resale unless they are subsequently registered under the Act and applicable state securities laws or an exemption from registration is available. Furthermore, the law Firm of Paesano Akkashian, PC (“PA”) has prepared this Offering in coordination with UCLE; however, PA has not made any representations in this Offering to be relied upon by any Offeree.
An investment in UCLE is speculative, involves a high degree of risk, and should be considered only by accredited investors who can bear the economic risks of their investments for an indefinite period and who can afford to sustain a complete loss of their investments.
In making an investment decision, investors must rely on their own examination of the person or entity creating the securities and the terms of the Series A Stock offered herein, including the merits and risks involved. The securities offered hereby have not been registered under the Act or applicable state securities laws. These securities have not been approved or disapproved by the SEC, any state securities commission or other regulatory authority. Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of this document. Any representation to the contrary is a criminal offense.
These securities are subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under the Act and the applicable state securities laws, pursuant to registration or exemption there from. Investors should be aware that they will be required to bear the financial risks of this investment for an indefinite period of time.
This Offering constitutes an offer only to the Offeree and is provided to the Offeree solely for the purpose of evaluating an investment in UCLE offered hereby. By accepting delivery of this Offering, the Offeree agrees (i) to keep confidential the contents of this Offering and any other oral or written information provided by UCLE (directly or through one of its financial or legal advisors) in connection with the offering and not to disclose the same to any third party or otherwise use the same for any purpose other than evaluating an investment in UCLE, (ii) not to copy, in whole or in part, this Offering or any other written information provided by UCLE (directly or through one of its financial or legal advisors) in connection herewith, and (iii) to return this Offering and any such written information to UCLE’s counsel, PA, in the event that the Offeree does not subscribe to purchase any Series A Stock pursuant to this Offering, no portion of the Offeree’s subscription is accepted or this Offering is terminated or withdrawn.
This Offering does not constitute an offer to sell, or a solicitation of an offer to buy, any Series A Stock offered hereby to any person in any jurisdiction in which it is unlawful to make such an offer or solicitation to such person. Neither the delivery of this Offering nor any sale made hereunder shall under any circumstance create any implication that the information contained herein is correct as of any date subsequent to the date hereof. UCLE reserves the right, in its sole discretion and for any reason whatsoever, to modify, amend, withdraw or terminate the Offering, including extending the Offering, to accept or reject in whole or in part any prospective investment in the Series A Stock offered hereby, or to allot to the Offeree fewer than the number of shares of Series A Stock the Offeree desires to purchase. UCLE shall have no liability whatsoever to the Offeree in the event that any of the foregoing shall occur.
3
In determining whether to invest in UCLE, the Offeree must rely upon his, her or its own examination of UCLE and the terms of the offering made hereby, including the merits and risks involved. UCLE will, prior to the closing of the offering made hereby, afford prospective investors an opportunity to ask questions of and to receive answers from UCLE concerning the terms and conditions of the offering and to obtain any additional relevant information which UCLE possesses or can acquire without unreasonable effort or expense. Except as aforesaid, no person is authorized in connection with this Offering to give any information or make any representation not contained in this Offering and, if given or made, such information or representation must not be relied upon as having been authorized by UCLE.
UCLE makes no express or implied representation or warranty as to the attainability of any forward- looking statements or projections set forth herein or as to the accuracy or completeness of the assumptions from which that projected information is derived. Projections of UCLE’s future performance are necessarily subject to a high degree of uncertainty, including certain factors set forth in the following risk factors and elsewhere in this Offering, and UCLE’s public filings (when and if applicable), and actual results may vary materially and adversely from any projections. It is expected that the Offeree will pursue its own independent investigation with respect to the projected financial information included herein, or in any other materials provided to the Offeree. Any estimates and projections contained herein have been prepared by the management of UCLE and involve significant elements of subjective judgment and analysis that may or may not be correct. Neither UCLE nor its financial or legal advisors make any representation or warranty, express or implied, as to the accuracy or completeness of the information contained in this document, and nothing contained herein is, or shall be relied upon as a warranty or representation, whether as to past or future.
Owning shares of preferred stock in a publicly reporting company trading on the OTC Market under involves several risk factors that potential investors should carefully consider. The Series A Stock is not liquid. UCLE might not be able to fund the dividend set forth in the Certificate, thus decreasing the value of your shares. In the context of our common stock, OTC-traded stock, such as our common stock, particularly those with limited disclosures, often experience lower trading volumes, making it difficult for investors to buy or sell shares without significantly affecting the stock price. This illiquidity can result in substantial price volatility and may prevent investors from exiting their positions at favorable prices. Additionally, the potential for market manipulation is higher in less regulated and less transparent markets, further increasing the risk for investors. Therefore, it is crucial for investors to thoroughly assess these factors and consider the potential implications before investing in preferred stock on the OTC Market.
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4
FORWARD LOOKING STATEMENTS
This Offering and UCLE’s public filings contains forward-looking statements which relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “projects,” “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the sections entitled “Risk Factors,” that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Furthermore, as part of this Offering, the Board might produce business presentations or other forms of materials to Offerees for informational purposes, only. Those business presentations are deemed incorporated herein by reference, and thus subject to the disclosures, Risk Factors, assumptions, and more specifically, the forward-looking statements herein.
While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.
Although management believes that the assumptions underlying the forward-looking statements included in this filing are reasonable, they do not guarantee our future performance, and actual results could differ from those contemplated by these forward-looking statements. The assumptions used for purposes of the forward-looking statements specified in the information set forth herein represent estimates of future events and are subject to uncertainty as to possible changes in economic, legislative, industry, and other circumstances. As a result, the identification and interpretation of data and other information and their use in developing and selecting assumptions from and among reasonable alternatives require the exercise of judgment.
To the extent that the assumed events do not occur, the outcome may vary substantially from anticipated or projected results, and, accordingly, no opinion is expressed on the achievability of those forward-looking statements. In the light of these risks and uncertainties, there can be no assurance that the results and events contemplated by the forward-looking statements contained in this filing will in fact transpire. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of their dates. We do not undertake any obligation to update or revise any forward-looking statements.
Factors that might cause or contribute to such differences include, but are not limited to, those discussed in “Risk Factors” contained in this Offering, and those risk factors discussed above. As a result of these factors, we cannot assure you that the forward-looking statements in this Offering will prove to be accurate. Except as required by law, we expressly disclaim any obligation to update publicly any forward-looking statements for any reason after the date of this report, to conform these statements to actual results, or to changes in our expectations.
Although management believes that the assumptions underlying the forward-looking statements and this Offering are reasonable, they do not guarantee UCLE’s future performance, and actual results could differ from those contemplated by these forward-looking statements. The assumptions used for purposes of the forward-looking statements specified in this Offering represent estimates of future events and are subject to uncertainty as to possible changes in economic, legislative, industry, and other circumstances. As a result, the identification and interpretation of data and other information and their use in developing and selecting assumptions from and among reasonable alternatives require the exercise of judgment.
To the extent that the assumed events do not occur, the outcome may vary substantially from anticipated or projected results, and, accordingly, no opinion is expressed on the achievability of those forward-looking statements. In the light of these risks and uncertainties, there can be no assurance that the results and events contemplated by the forward-looking statements contained in this filing will in fact transpire. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of their dates. UCLE does not undertake any obligation to update or revise any forward-looking statements.
Factors that might cause or contribute to such differences include, but are not limited to, those discussed in this offering. As a result of these factors, UCLE cannot assure you that the forward-looking statements in this offering will prove to be accurate. Except as required by law, UCLE expressly disclaim any obligation to update publicly any forward-looking statements for any reason after the date of this report, to conform these statements to actual results, or to changes in UCLE’s expectations.
The Series A Stock offered herein involves a high degree of risk. No one should invest who is not prepared to lose his, her, or its entire investment. There is no active public market in the foreseeable future for the resale of the Series A Stock. Prospective investors, prior to making an investment, should carefully examine the risk factors herein, all of which are inherent in making an investment in, and affecting the business of, UCLE, in addition to the other information presented in this Offering. In the interests of conserving resources, UCLE is willing to provide you with printed documents for your review, or review by your advisors.
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5
SECURITIES RISK FACTORS AND SUITABILITY DISCLOSURES
INVESTORS SHALL BE REQUIRED TO REPRESENT THAT THEY ARE FAMILIAR WITH AND UNDERSTAND THE TERMS, RISKS AND MERITS OF THE OFFERING DESCRIBED IN THIS OFFERING AND ALL THE ATTACHMENTS HERETO. THE SERIES A STOCK BEING OFFERED IN THIS OFFERING IS BEING MADE TO A LIMITED NUMBER OF INDIVIDUALS OR ENTITIES MEETING CERTAIN SUITABILITY STANDARDS. THIS OFFERING INVOLVES A HIGH DEGREE OF RISK AND PROSPECTIVE INVESTORS SHOULD BE AWARE THAT THEY MAY SUSTAIN A LOSS OF THEIR ENTIRE INVESTMENT.
EXCLUSIVE NATURE OF THE PRIVATE PLACEMENT OFFERING
NO ENTITY HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS OFFERING. ANY INFORMATION OR REPRESENTATION NOT CONTAINED HEREIN MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. MOREOVER, NEITHER THE DELIVERY OF THIS OFFERING NOR THE SALE OF THE CLASS A INTERESTS SHALL UNDER ANY CIRCUMSTANCES CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE MATTERS DISCUSSED IN THIS OFFERING SINCE THE DATE HEREOF; HOWEVER, IN THE EVENT OF ANY MATERIAL CHANGE OCCURRING PRIOR TO THE COMPLETION OF THE OFFERING DESCRIBED HEREIN, THIS OFFERING SHALL BE AMENDED AND REVISED ACCORDINGLY.
THE COMPANY DISCLAIMS ANY AND ALL LIABILITIES FOR REPRESENTATIONS OR WARRANTIES EXPRESSED OR IMPLIED, CONTAINED IN, OR OMITTED FROM, THIS OFFERING, OR ANY OTHER WRITTEN OR ORAL COMMUNICATION TRANSMITTED OR MADE AVAILABLE TO THE RECIPIENT. EACH INVESTOR SHALL BE ENTITLED TO RELY SOLELY ON THOSE REPRESENTATIONS AND WARRANTIES WHICH MAY BE MADE TO THE INVESTOR IN ANY FINAL PURCHASE OR SUBSCRIPTION AGREEMENT RELATING TO THE SERIES A STOCK. THE DELIVERY OF THIS OFFERING DOES NOT CONSTITUTE AN OFFER IN ANY JURISDICTION TO ANY PERSON TO WHOM SUCH OFFER WOULD BE UNLAWFUL IN SUCH JURISDICTION.
THIS OFFERING DOES NOT PURPORT TO BE ALL-INCLUSIVE OR TO CONTAIN ALL OF THE INFORMATION THAT A PROSPECTIVE INVESTOR MAY DESIRE IN EVALUATING AN INVESTMENT IN THE COMPANY. INVESTORS MUST CONDUCT AND RELY ON THEIR OWN EVALUATIONS OF THE COMPANY AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED IN MAKING AN INVESTMENT DECISION WITH RESPECT TO THE SERIES A STOCK. THE RISK FACTORS DEFINED ABOVE SHOULD BE CONSIDERED IN CONNECTION WITH THE PURCHASE OF THE SERIES A STOCK. NEITHER THE DELIVERY OF THIS OFFERING AT ANY TIME, NOR ANY SALE OF THE SERIES A STOCK HEREUNDER, SHALL UNDER ANY CIRCUMSTANCES CREATE AN IMPLICATION THAT THE INFORMATION CONTAINED IN THIS OFFERING IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.
STATEMENT REGARDING FORWARD LOOKING PROJECTIONS
THE STATEMENTS, PROJECTIONS AND ESTIMATES OF FUTURE PERFORMANCE OF THE COMPANY OR VARIOUS ELEMENTS OF THE COMPANY’S BUSINESS CONTAINED IN THIS OFFERING THAT ARE NOT HISTORICAL FACTS ARE FORWARD-LOOKING STATEMENTS. INVESTORS SHOULD EXPECT THAT ANTICIPATED EVENTS AND CIRCUMSTANCES MAY NOT OCCUR, THAT UNANTICIPATED EVENTS AND CIRCUMSTANCES SHALL OCCUR, AND THAT ACTUAL RESULTS SHALL LIKELY VARY FROM THE FORWARD-LOOKING CIRCUMSTANCES. INVESTORS SHOULD BE AWARE THAT A NUMBER OF FACTORS COULD CAUSE THE FORWARD-LOOKING STATEMENTS OR PROJECTIONS CONTAINED IN THIS OFFERING OR OTHERWISE MADE BY OR ON BEHALF OF THE COMPANY TO BE INCORRECT OR TO DIFFER MATERIALLY FROM ACTUAL RESULTS. SUCH FACTORS MAY INCLUDE, WITHOUT LIMITATION, (i) THE ABILITY OF THE COMPANY TO PROVIDE SERVICES AND TO COMPLETE THE DEVELOPMENT OF ITS PRODUCTS IN A TIMELY MANNER, (ii) THE DEMAND FOR AND TIMING OF DEMAND FOR SUCH SERVICES AND PRODUCTS, (iii) COMPETITION FROM OTHER PRODUCTS AND COMPANIES, (iv) THE COMPANY’S SALES AND MARKETING CAPABILITIES, (v) THE COMPANY’S ABILITY TO SELL ITS SERVICES AND PRODUCTS PROFITABLY, (vi) AVAILABILITY OF ADEQUATE DEBT AND EQUITY FINANCING, AND (vii) GENERAL BUSINESS AND ECONOMIC CONDITIONS. THESE IMPORTANT FACTORS AND CERTAIN OTHER FACTORS THAT MIGHT AFFECT THE COMPANY’S FINANCIAL AND BUSINESS RESULTS ARE DISCUSSED IN THIS OFFERING UNDER “RISK FACTORS.” THERE CAN BE NO ASSURANCE THAT THE COMPANY SHALL BE ABLE TO ANTICIPATE, RESPOND TO OR ADAPT TO CHANGES IN ANY FACTORS AFFECTING THE COMPANY’S BUSINESS AND FINANCIAL RESULTS.
6
SAFE HARBOR STATEMENT UNDER
THE PRIVATE SECURITIES LITIGATION REFORM ACT
WITH THE EXCEPTION OF THE HISTORICAL INFORMATION CONTAINED IN THIS DOCUMENT, THE MATTERS DESCRIBED HEREIN CONTAIN FORWARD-LOOKING STATEMENTS THAT INVOLVE RISK AND UNCERTAINTIES THAT INDIVIDUALLY OR MUTUALLY IMPACT THE MATTERS HEREIN DESCRIBED INCLUDING, BUT NOT LIMITED TO, FINANCIAL PROJECTIONS, PRODUCT DEMAND AND MARKET ACCEPTANCE, THE EFFECT OF ECONOMIC CONDITIONS, THE IMPACT OF COMPETITIVE PRODUCTS AND PRICING, GOVERNMENTAL REGULATIONS, TECHNOLOGICAL DIFFICULTIES AND/OR OTHER FACTORS OUTSIDE THE CONTROL OF THE COMPANY.
DISCLAIMERS
THE SERIES A STOCK OFFERED IN THIS OFFERING HAVE NOT BEEN REGISTERED WITH, OR APPROVED, BY THE SEC, NOR HAS SUCH CLASS A INTERESTS OR THIS OFFERING BEEN FILED WITH OR REVIEWED BY THE ATTORNEY GENERAL OF ANY STATE OR THE SECURITIES REGULATORY AUTHORITY OF ANY STATE.
THIS OFFERING IS BASED ON THE EXEMPTIONS FROM SUCH REGISTRATION AS SET FORTH IN §4(a)(2), §4(a)(5) AND RULE 506(B) OF REGULATION D OF THE SECURITIES ACT OF 1933, AS AMENDED. THE INVESTMENT DESCRIBED IN THIS OFFERING INVOLVES RISKS AND IS OFFERED ONLY TO INDIVIDUALS WHO CAN AFFORD TO ASSUME SUCH RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO AGREE TO PURCHASE THE CLASS A INTERESTS ONLY FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TOWARD THE TRANSFER, RESALE, EXCHANGE OR FURTHER DISTRIBUTION THEREOF. THERE WILL BE NO PUBLIC MARKET FOR THE CLASS A INTERESTS ISSUED PURSUANT TO THIS OFFERING. THE RESALE OF THE SERIES A STOCK IS LIMITED BY FEDERAL AND STATE SECURITIES LAWS AND IT IS THEREFORE RECOMMENDED THAT EACH POTENTIAL INVESTOR SEEK COUNSEL SHOULD THEY DESIRE MORE INFORMATION.
THE PRICE OF THE SERIES A STOCK AS DESCRIBED IN THIS OFFERING HAS BEEN ARBITRARILY DETERMINED BY THE BOARD, AND EACH PROSPECTIVE INVESTOR SHOULD MAKE AN INDEPENDENT EVALUATION OF THE FAIRNESS OF SUCH PRICE UNDER ALL THE CIRCUMSTANCES AS DESCRIBED IN THE ATTACHED OFFERING. NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY REPRESENTATION IN CONNECTION WITH THIS OFFERING, EXCEPT SUCH INFORMATION AS IS CONTAINED OR REFERENCED IN THIS OFFERING. ONLY INFORMATION OR REPRESENTATIONS CONTAINED OR REFERENCED HEREIN MAY BE RELIED UPON AS HAVING BEEN MADE BY THE COMPANY. PROSPECTIVE INVESTORS WHO HAVE QUESTIONS CONCERNING THE TERMS AND CONDITIONS OF THIS OFFERING OR WHO DESIRE ADDITIONAL INFORMATION OR DOCUMENTATION TO VERIFY THE INFORMATION CONTAINED HEREIN SHOULD CONTACT THE COMPANY. PROJECTIONS OR FORECASTS CONTAINED IN THIS OFFERING, OR OTHER MATERIALS, MUST BE VIEWED ONLY AS ESTIMATES. ALTHOUGH ANY PROJECTIONS CONTAINED IN THIS OFFERING ARE BASED UPON ASSUMPTIONS WHICH THE COMPANY BELIEVES TO BE REASONABLE, THE ACTUAL PERFORMANCE OF UCLE MAY DEPEND UPON FACTORS BEYOND THE CONTROL OF THE BOARD. NO ASSURANCE CAN BE GIVEN THAT UCLE’S ACTUAL PERFORMANCE WILL MATCH ITS INTENDED RESULTS.
JURISDICTIONAL (NASAA) LEGENDS
FOR RESIDENTS OF ALL STATES: THE PRESENCE OF A LEGEND FOR ANY GIVEN STATE REFLECTS ONLY THAT A LEGEND MAY BE REQUIRED BY THAT STATE AND SHOULD NOT BE CONSTRUED TO MEAN AN OFFER OR SALE MAY BE MADE IN A PARTICULAR STATE. IF YOU ARE UNCERTAIN AS TO WHETHER OR NOT OFFERS OR SALES MAY BE LAWFULLY MADE IN ANY GIVEN STATE, YOU ARE HEREBY ADVISED TO CONTACT THE COMPANY. THE SECURITIES DESCRIBED IN THIS OFFERING HAVE NOT BEEN REGISTERED UNDER ANY STATE SECURITIES LAWS (COMMONLY CALLED “BLUE SKY” LAWS). THESE SECURITIES MUST BE ACQUIRED FOR INVESTMENT PURPOSES ONLY AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION OF SUCH SECURITIES UNDER SUCH LAWS, OR AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
7
THE PRESENCE OF A LEGEND FOR ANY GIVEN STATE REFLECTS ONLY THAT A LEGEND MAY BE REQUIRED BY THE STATE AND SHOULD NOT BE CONSTRUED TO MEAN AN OFFER OF SALE MAY BE MADE IN ANY PARTICULAR STATE. THE DISCLOSURES BELOW ARE SUBJECT TO REVISION OR MODIFICATION, AND THE INVESTOR IS ADVISED TO SEEK INDEPENDENT LEGAL ADVICE IN THEIR JURISDICTION.
CERTAIN NOTICES UNDER CERTAIN STATE LAWS MAY BE REQUIRED IN CONNECTION WITH THIS OFFERING. THE COMPANY HEREBY INCORPORATES SUCH NOTICE REQUIREMENTS BY REFERENCE. NOTWITHSTANDING, THE COMPANY SHALL PROVIDE THE REQUISITE NOTICE FOR ANY APPLICABLE STATE UPON REQUEST; FURTHERMORE, THE PROSPECTIVE INVESTOR IS ADVISED TO SEEK INDEPENDENT LEGAL COUNSEL RELATED TO LAWS IN THEIR SPECIFIC JURISDICTION.
NOTICE TO PROSPECTIVE PURCHASERS IN FLORIDA
THE SERIES A STOCK OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE FLORIDA SECURITIES ACT IN RELIANCE UPON AN EXEMPTION THEREFROM. ANY SALE MADE PURSUANT TO SUCH EXEMPTION IS VOIDABLE BY A FLORIDA PURCHASER WITHIN THREE (3) DAYS AFTER THE FIRST TENDER OF CONSIDERATION IS MADE BY SUCH PURCHASER TO THE ISSUER, AN AGENT OF THE ISSUER OR AN ESCROW AGENT, OR WITHIN THREE DAYS AFTER THE AVAILABILITY OF THAT PRIVILEGE IS COMMUNICATED TO THE PURCHASER, WHICHEVER OCCURS LATER.
ANTI-MONEY LAUNDERING REGULATIONS
THE COMPANY MAY REQUIRE A DETAILED VERIFICATION OF YOUR IDENTITY AND THE SOURCE OF THE PAYMENT FOR THE SERIES A STOCK. DEPENDING ON THE CIRCUMSTANCES, A DETAILED VERIFICATION MIGHT NOT BE REQUIRED WHERE (A) YOU ARE REGULATED BY A RECOGNIZED REGULATORY AUTHORITY, OR (B) THE SUBSCRIPTION IS MADE THROUGH AN INTERMEDIARY WHO IS REGULATED BY A RECOGNIZED REGULATORY AUTHORITY.
IN THIS SITUATION, THE COMPANY MAY RELY ON A WRITTEN ASSURANCE FROM THE INTERMEDIARY THAT THE REQUISITE IDENTIFICATION PROCEDURES IN RESPECT OF THE SUBSCRIBER HAVE BEEN CARRIED OUT. THESE EXCEPTIONS WILL ONLY APPLY IF YOU OR INTERMEDIARY REFERRED TO ABOVE ARE WITHIN A COUNTRY RECOGNIZED AS HAVING SUFFICIENT ANTI-MONEY LAUNDERING REGULATIONS.
THE COMPANY RESERVES THE RIGHT TO REQUEST SUCH INFORMATION AS IS NECESSARY TO VERIFY YOUR IDENTITY. IN THE EVENT OF DELAY OR FAILURE TO PRODUCE ANY INFORMATION REQUIRED FOR VERIFICATION PURPOSES, THE COMPANY MAY REFUSE TO ACCEPT THE SUBSCRIPTION AGREEMENT AND THE SUBSCRIPTION MONIES RELATING THERETO. IF ANY PERSON HAS A SUSPICION THAT A PAYMENT TO US (BY WAY OF SUBSCRIPTION OR OTHERWISE) CONTAINS THE PROCEEDS OF CRIMINAL CONDUCT OR HAS A SUSPICION OBTAINED IN THE COURSE OF BUSINESS THAT ANY OTHER PERSON IS ENGAGED IN MONEY LAUNDERING THAT PERSON IS REQUIRED TO REPORT SUCH SUSPICION AND SUCH REPORT SHALL NOT BE TREATED AS A BREACH OF ANY RESTRICTION UPON DISCLOSURE OF INFORMATION IMPOSED BY ANY ENACTMENT OR OTHERWISE.
USA PATRIOT ACT DISCLOSURE
IN ADDITION TO THE FOREGOING REQUIREMENTS, YOU WILL BE REQUIRED TO COMPLY WITH THE ADDITIONAL VERIFICATION REQUIREMENTS SET FORTH IN THE SUBSCRIPTION AGREEMENT FOR THE SERIES A STOCK, AS REQUIRED BY THE USA PATRIOT ACT AND APPLICABLE REGULATIONS. THE COMPANY MAY IN THE FUTURE REQUEST ADDITIONAL INFORMATION AND/OR REPRESENTATIONS TO COMPLY WITH THE PATRIOT ACT AND REGULATIONS.
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DURING THE COURSE OF THE OFFERING AND PRIOR TO ANY SALE, EACH OFFEREE OF THE UNITS AND HIS OR HER PROFESSIONAL ADVISOR(S), IF ANY, ARE INVITED TO ASK QUESTIONS CONCERNING THE TERMS AND CONDITIONS OF THE OFFERING AND TO OBTAIN ANY ADDITIONAL INFORMATION NECESSARY TO VERIFY THE ACCURACY OF THE INFORMATION SET FORTH HEREIN. SUCH INFORMATION WILL BE PROVIDED TO THE EXTENT THE COMPANY POSSESSES SUCH INFORMATION OR CAN ACQUIRE IT WITHOUT UNREASONABLE EFFORT OR EXPENSE.
EACH PROSPECTIVE INVESTOR WILL BE GIVEN AN OPPORTUNITY TO ASK QUESTIONS OF AND RECEIVE ANSWERS FROM MANAGEMENT CONCERNING THE TERMS AND CONDITIONS OF THIS OFFERING AND TO OBTAIN ANY ADDITIONAL INFORMATION, TO THE EXTENT THE COMPANY POSSESSES SUCH INFORMATION OR CAN ACQUIRE IT WITHOUT UNREASONABLE EFFORTS OR EXPENSE, NECESSARY TO VERIFY THE ACCURACY OF THE INFORMATION CONTAINED IN THIS OFFERING. IF YOU HAVE ANY QUESTIONS WHATSOEVER REGARDING THIS OFFERING, OR DESIRE ANY ADDITIONAL INFORMATION OR DOCUMENTS TO VERIFY OR SUPPLEMENT THE INFORMATION CONTAINED IN THIS OFFERING, PLEASE WRITE TO THE ADDRESS SET FORTH IN UCLE’S PUBLIC FILINGS.
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EXHIBIT A – CERTIFICATE
[See Following Page]
FIRST AMENDMENT TO CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION AND CERTIFICATE OF DESIGNATION OF SERIES A CONVERTIBLE PREFERRED STOCK OF US NUCLEAR CORP
(Pursuant to Section 151 of the Delaware General Corporation Law)
The undersigned, Robert I. Goldstein, as the President of US Nuclear Corp, a Delaware corporation (“Corporation”), hereby certifies that pursuant to the authority contained in Article IV of the Corporation’s Certificate of Incorporation dated February 14, 2012, as amended, and in accordance with the provisions of Section 151 of the Delaware General Corporation Law, and the Bylaws of the Corporation the Board of Directors of the Corporation has adopted the following resolution authorizing, and ratifying all previously authorized, (a) 5,000,000 shares of preferred stock in the Corporation, par value $0.0001/share, and (b) 500,000,000 shares of common stock in the Corporation, par value, and (c) authorizing a series of preferred stock designated as “Series A Convertible Preferred Stock.” RESOLVED, that this Certificate supersedes, amends and restates the Certificate filed with the State of Delaware, Secretary of State, Division of Corporations delivered and filed November 27, 2024 (SR 2024338489 and File Number 5109513). RESOLVED, that pursuant to the authority vested in the Board of Directors of the Corporation by its Certificate of Incorporation, Article 4 to the Certificate of Incorporation for the Corporation shall be and read as follows: “The total amount of common stock authorized shall be 500,000,000 shares, par value $0.0001/share, and the total amount of preferred stock authorized shall be 5,000,000 shares, par value $0.000 I/share.”
RESOLVED, a series of preferred stock of the Corporation be, and is hereby, created, and the designation and amount thereof and the voting powers, preferences, and relative, participating, optional or other special rights of the shares of such series, and the qualifications, limitations or restrictions thereof are as follows:
1. Designation and Number of Shares. The series of preferred stock created hereby shall be designated as “Series A Convertible Preferred Stock” (the “Series A Preferred Stock”). The number of shares constituting such Series A Preferred Stock shall be 10,000 shares, par value of $.0001, out of the 5,000,000 shares, par value of $.0001, of preferred stock authorized by the Corporation in its Certificate of Incorporation.
2. Stated Value and Maturity. Subject to Section 8, below, each share of Series A Preferred Stock shall have a stated value of $1,000 (the “Stated Value”), and a maturity date of January 31, 2028 (“Maturity Date). If not otherwise converted as set forth herein, on the Maturity Date, the Board of Directors shall convert each outstanding share of the Series A Preferred Stock, irrespective of the holder thereof, and without notice or further action by any holder (other than notice by the transfer agent for the corporation), into 10,000 shares of common stock in the Corporation.
3. Conversion Rights. Each holder of Series A Preferred Stock shall have the right to convert 1 share of Series A Preferred Stock into 10,000 shares of common stock in the Corporation, at the election of the holder by the holder delivering written notice of such conversion to the Board of Directors for the Corporation, pursuant to any procedure established by the Board of Directors.
4. Dividends. Holders of Series A Preferred Stock shall be entitled to receive an annual dividend, payable quarterly (i.e., every three months in a calendar year), within ninety (90) days of the last day of the applicable quarter, and prorated, where and if necessary, of (a) 6% of the holder’s Stated Value, per share of Series A Preferred Stock titled to such holder, in cash, and (b) 1,200 shares of common stock in the Corporation for each share of Series A Preferred Stock titled to such holder. The common stock issued under subsection (b) shall be issued in book entry form unless such holder requests from the Secretary for the Corporation that such shares be issued on paper certificate, in which case, the holder agrees that such issuance will initially be made in book entry, and then converted to a paper certificate upon the earlier of (x) no later than six (6) months from the date of such request, (y) conversion of the Series A Preferred Stock to common stock herein, or (z) at the discretion of the Board of Directors. The issuance of such shares under subsection 4(b) herein shall be made in reliance on any available exemption from registration under federal or state law, including but not limited to, Section 4(a)(2) of the Securities Act of 1933, as amended (“Act”), and/or Rule 506(b) of Regulation D promulgated under the Act. Any unpaid dividend under subsection (a), above, shall accrue interest at six percent (6%), per annum, non compounding until the earlier of payment by the Corporation, or conversion, as set forth herein.
5. Voting Rights. Holders of Series A Preferred Stock shall be entitled to vote on any and all matters submitted to the vote of the common shareholders of the Corporation with each share of Series A Preferred Stock equaling I0,000 shares of shares of common stock on a fully converted basis.
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6. Liquidation Preference. In the event of any voluntary or involuntary liquidation, dissolution, or winding up of the Corporation, the holders of Series A Preferred Stock shall be entitled to receive, out of the assets of the Corporation available for distribution to its stockholders, an amount equal to the Stated Value per share, plus accrued and unpaid dividends (where and if applicable), before any distribution is made to the holders of common stock or any other series of stock.
7. Adjustment for Stock Splits and Combinations. In the event the Corporation shall at any time or from time to time after the date of issuance of the Series A Preferred Stock effect a stock split or stock dividend, the Conversion Ratio shall be proportionally adjusted.
8. Call Provisions. At any time after January 31, 2026, the Board of Directors, exercising its sole discretion, has the right but not the obligation to call and redeem any outstanding shares of the Series A Preferred Stock, irrespective of the holder thereof, for either (a) the amount of the Stated Value per share of Series A Preferred Stock titled to such holder, or (b) conversion of each share of Series A Preferred Stock titled to such holder thereof into 10,000 shares of common stock in the Corporation (the “Call”). The Call can be exercised by the Board of Directors by delivering thirty (30) days’ advanced written notice to such holder subject to the Call. Upon delivery of the Call, the Corporation shall close on the Call and redemption within sixty (60) calendar days of expiration of the thirty-day Call notice period set forth above. If the Corporation fails to timely exercise and close the Call, the Call shall be deemed withdrawn and void ab initio.
9. No Other Rights. The shares of the Series A Preferred Stock shall have no other preferences, privileges, or voting rights except as set forth above or as required by applicable law.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Designation to be signed by its duly authorized officer this 12th day of December, 2024.
Robert I. Goldstein
Chief Executive Officer President
US Nuclear Corp
As authorized by Board consent
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EXHIBIT B – ACCREDITED INVESTOR QUESTIONNAIRE
This Accredited Investor Questionnaire is intended to confirm an Offeree’s qualification as an accredited investor under Rule 501 of Regulation D. By signing below, you are representing and warranting that the information provided herein is truthful and accurate as of the date of execution and as of the date of execution and closing of the Subscription Agreement. This Accredited Investor Questionnaire must be completed in addition to the Offeree delivering to UCLE his/her/its third-party verification of accreditation. This questionnaire is not intended to be, and does not constitute, an offer to sell or the solicitation of an offer to buy any security. No binding agreement or obligation of any kind shall be created by this questionnaire.
| 1. | Print Name of Offeree: _________________________________________________ |
| 2. | Amount of Investment: $_______________________________________________ |
3. In completing this Accredited Investor Questionnaire, please refer to the definitions below. Please place an “X” in the appropriate box below to indicate your status (ONLY ONE BOX NEEDS TO BE CHECKED; CONTACT THE COMPANY IF NONE ARE APPLICABLE):
“Accredited investor” means any person who comes within any of the following categories:
(1) Any natural person whose individual net worth, or joint net worth with that person’s spouse, at the time of the purchase exceeds $1,000,000.
[______]
(2) Any natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person’s spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year.
[______]
(3) Any bank as defined in Section 3(a)(2) of the Securities Act of 1933, as amended (the “Act”), or any savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Act whether acting in its individual or fiduciary capacity; any broker dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934; any insurance company as defined in Section 2(13) of the Act; any investment company registered under the Investment Company Act of 1940 (the “Investment Act”) or a business development company as defined in Section 2(a)(48) of that Act; any Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958; any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of $5,000,000; any employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, if the investment decision is made by a plan fiduciary, as defined in Section 3(21) of such Act, which is either a bank, savings and loan association, insurance company, or registered investment advisor, or if the employee benefit plan has total assets in excess of $5,000,000, or, if a self- directed plan, with investment decisions made solely by persons that are accredited investors.
[______]
(4) Any private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940 (the “Advisers Act”).
[______]
(5) Any organization described in Section 501(c)(3) of the Internal Revenue Code, corporation, company, or similar business trust, or Company, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000.
[______]
(6) Any director, executive officer, or Company of the issuer of the securities being offered or sold, or any director, executive officer, or Company of a Company of that issuer.
[______]
(7) Any trust with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, as described in Rule 506(b)(2)(ii).
[______]
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(8) Any entity in which all of the equity owners are accredited investors.
[______]
(9) Any natural persons holding in good standing one or more professional certifications or designations or other credentials from an accredited educational institution that the U.S. Securities and Exchange Commission (the “SEC”) has designated as qualifying an individual for accredited investor status.
[______]
(10) Any natural persons who are “knowledgeable employees,” as defined in Rule 3c–5(a)(4) under the Investment Act, of the private-fund issuer of the securities being offered or sold.
[______]
(11) Any SEC- and state-registered investment advisers and rural business investment companies.
[______]
(12) Any limited liability companies not formed for the specific purpose of acquiring the securities offered with total assets in excess of $5,000,000.
[______]
(13) Any entities, of a type not listed in Rule 501(a)(1), (a)(2), (a)(3), (a)(7), or (a)(8), not formed for the specific purpose of acquiring the securities offered, owning investments in excess of $5,000,000.
[______]
(14) Any “family offices,” as defined in Rule 202(a)(11)(G)–1 under the Advisers Act: (i) with assets under management in excess of $5,000,000, (ii) that are not formed for the specific purpose of acquiring the securities offered, and (iii) whose prospective investment is directed by a person who has such knowledge and experience in financial and business matters that such family office is capable of evaluating the merits and risks of the prospective investment.
[______]
(15) Any “family clients,” as defined in Rule 202(a)(11)(G)–1 under the Advisers Act, of a family office meeting the requirements in Rule 501(a)(12).
[______]
4. Reliance. I understand you will be relying on my representations. If there is any material change in the information provided to you prior to your acceptance of the Subscription Agreement, I will immediately provide you with information regarding such change. To the extent requested by the Company, you agree to provide any financial information or documents verifying your responses herein.
5. Signature. The undersigned is deemed to have executed and presented this Investor Questionnaire as of the date of execution of the Subscription Agreement.
[SIGNATURES ON NEXT PAGE]
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FOR INDIVIDUALS:
Print Name of Offeree: __________________________________________________________________
Signature: ___________________________________________________________________________
Address (Residence): __________________________________________________________________
City/State/Zip: _______________________________________________________________________
Social Security Number: ________________________________________________________________
Phone: _____________________________________________________________________________
Fax: ________________________________________________________________________________
Email: _______________________________________________________________________________
***************************************************************************************
FOR ENTITIES:
Print Name of Offeree: ____________________________________________________________________
Print Name of Authorized Person: ____________________________________________________________
Title of Authorized Person: _________________________________________________________________
Signature of Authorized Person: _____________________________________________________________
Address: _____________________________________________________________________________
City/State/Zip: __________________________________________________________________________
Tax Identification Number: _________________________________________________________________
Email: ________________________________________________________________________________
Phone: ________________________________________________________________________________
Facsimile: _______________________________________________________________________________
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EXHIBIT C – SUBSCRIPTION AGREEMENT
This SUBSCRIPTION AGREEMENT (“Agreement”), with an effective date as of the date of purchase by the Subscriber, as identified below, regardless of the actual date of execution by the parties, by and between US Nuclear Corp., a Delaware corporation (the “UCLE”) and the signatory hereto (“Subscriber”).
WHEREAS, UCLE and the Subscriber are executing and delivering this Agreement in reliance upon an exemption from securities registration afforded by the provisions of Section 4(a)(2) and/or Rule 506(b) of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “1933 Act”); and
WHEREAS, the parties desire that, upon the terms and subject to the conditions contained herein, UCLE shall issue and sell to the Subscriber, and the Subscriber shall subscribe to and purchase Series A Stock in UCLE (hereinafter the “Series A Stock”).
NOW, THEREFORE, in consideration of the mutual covenants and other agreements contained in this Agreement UCLE and the Subscriber hereby agree as follows:
1. Purchase and Sale. UCLE has offered for sale, and the undersigned Subscriber hereby tenders this subscription and applies for the purchase of, the applicable number of the Series A Stock at the applicable purchase price (the “Purchase Price”) all as set forth on the signature page hereto (the “Signature Page”). Together with this Subscription Agreement, the Subscriber is delivering to UCLE the full amount of the Purchase Price for the Series A Stock. This subscription may be accepted or rejected by UCLE in its sole discretion in whole or in part. THE SIGNATURE OF THE UNDERSIGNED ON THE SIGNATURE PAGE CONSTITUTES THE EXECUTION OF THIS SUBSCRIPTION AGREEMENT.
2. Closing. The consummation of the transactions contemplated herein shall take place at the offices of UCLE, as soon as practicable following the satisfaction or waiver of all conditions to closing set forth in this Agreement (the “Closing Date”). Subject to the satisfaction or waiver of the terms and conditions of this Agreement, on the Closing Date, Subscriber shall purchase, and UCLE shall sell to Subscriber, the applicable number of Series A Stock for the applicable Purchase Price.
3. Subscriber’s Representations and Warranties. Subscriber hereby represents and warrants to and agrees with UCLE that:
(a) If an entity, Subscriber is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization.
(b) Subscriber has the requisite power and authority to enter into and perform this Agreement and to purchase the Series A Stock being sold to it hereunder. The execution, delivery and performance of this Agreement by Subscriber and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action, and no further consent or authorization of such Subscriber is required. This Agreement has been duly authorized, executed and delivered by Subscriber and constitutes, or shall constitute when executed and delivered, a valid and binding obligation of the Subscriber enforceable against the Subscriber in accordance with the term hereof.
(c) The execution, delivery and performance of this Agreement and the consummation by Subscriber of the transactions contemplated hereby or relating hereto do not and will not (i) result in a violation of such Subscriber’s charter documents or bylaws or other organizational documents or (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of any agreement, indenture or instrument or obligation to which Subscriber is a party or by which its properties or assets are bound, or result in a violation of any law, rule, or regulation, or any order, judgment or decree of any court or governmental agency applicable to Subscriber or its properties (except for such conflicts, defaults and violations as would not, individually or in the aggregate, have a material adverse effect on Subscriber). Subscriber is not required to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency in order for it to execute, deliver or perform any of its obligations under this Agreement or to purchase the Series A Stock in accordance with the terms hereof, provided that for purposes of the representation made in this sentence, Subscriber is assuming and relying upon the accuracy of the relevant representations and agreements of UCLE herein.
(d) The Subscriber has been furnished with, and has carefully reviewed, the offering related to the sale of the Series A Stock and all exhibits attached thereto, including the Certificate of Incorporation and Bylaws of UCLE.
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(e) Subscriber has relied solely on the information contained in such documents (although the Subscriber acknowledges that certain information contained therein are only projections and such performance is not assured) and has not received or relied upon any other representations, warranties or assurances of UCLE or any persons acting on its behalf, whether written or oral. In addition, the Subscriber understands that all other documents, records and books pertaining to this investment have been made available for inspection by it and its attorneys, accountants, investment advisors and other representatives. The Subscriber and its advisors and representatives have had a reasonable opportunity to ask questions of and receive answers from UCLE and all such questions have been answered to the Subscriber’s full satisfaction. The Subscriber has received in writing from UCLE such information concerning its operations, financial condition and other matters as the Subscriber has requested in writing, and considered all factors the Subscriber deems material in deciding on the advisability of investing in the Securities.
(f) The Subscriber is, and will be on the Closing Date, an “accredited investor”, as such term is defined in Regulation D promulgated by the Commission under the 1933 Act, and that UCLE may rely on the form and substance of the verification submitted by the Subscriber to UCLE in determining that the Subscriber is an accredited investor. The Subscriber is able to bear the risk of such investment for an indefinite period and to afford a complete loss thereof. The information set forth on the signature page hereto regarding the Subscriber is accurate.
(g) The Subscriber understands and agrees that the Series A Stock have not been registered under the 1933 Act or any applicable state securities laws, by reason of their issuance in a transaction that does not require registration under the 1933 Act (based in part on the accuracy of the representations and warranties of Subscriber contained herein), and that the Series A Stock must be held indefinitely unless a subsequent disposition is registered under the 1933 Act or any applicable state securities laws or is exempt from such registration. Notwithstanding anything to the contrary contained in this Agreement, Subscriber may transfer (without restriction and without the need for an opinion of counsel) the Series A Stock to its Affiliates (as defined below) provided that each such Affiliate is an “accredited investor” under Regulation D and such Affiliate agrees to be bound by the terms and conditions of this Agreement. For the purposes of this Agreement, an “Affiliate” of any person or entity means any other person or entity directly or indirectly controlling, controlled by or under direct or indirect common control with such person or entity. Affiliate when employed in connection with UCLE includes each Subsidiary as defined in Section 4(a) of this Agreement. For purposes of this definition, “control” means the power to direct the management and policies of such person or firm, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise.
(h) The Subscriber intends on holding the Series A Stock in its/his/her personal account without the intent of public distribution.
(i) The Subscriber acknowledges that the rules and regulations administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) prohibit, among other things, the engagement in transactions with, and the provision of services to, certain countries, territories, entities and individuals. The lists of OFAC prohibited countries, territories, persons and entities can be found on the OFAC website at http://www.treas.gov/ofac. In addition, the programs administered by OFAC (“OFAC Programs”) prohibit dealing with individuals or entities in certain countries regardless of whether such individuals or entities appear on the OFAC lists. The Subscriber represents and warrants that, to the best of his, her or its knowledge, none of (i) the Subscriber; (ii) any person controlling or controlled by the Subscriber; (iii) if the Subscriber is a privately held entity, any person having a beneficial interest in the Subscriber; (iv) if the Subscriber is not the beneficial owner of all of the Subscribed Units held by him, her or it, any person having a beneficial interest in the Subscribed Units; or (v) any person for whom the Subscriber is acting as agent or nominee in connection with this investment is a country, territory, individual or entity named on an OFAC list, or is a person or entity prohibited under the OFAC Programs.
(j) The Subscriber acknowledges that the Series A Stock are being sold as part of a “best efforts” offering. If applicable state law requires the Purchase Price be held in escrow for a period of time during which the Subscriber may void, withdraw or redeem his or her investment, such requirement shall not create a contingency offering of the Series A Stock sold herein.
4. No Governmental Review. Subscriber understands that no United States federal or state agency or any other governmental or state agency has passed on or made recommendations or endorsement of the Series A Stock or the suitability of the investment in the Series A Stock nor have such authorities passed upon or endorsed the merits of the offering of the Series A Stock.
5. Correctness of Representations. Subscriber represents that the foregoing representations and warranties are true and correct as of the date hereof and, unless such Subscriber otherwise notifies UCLE prior to the Closing Date shall be true and correct as of the Closing Date.
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6. Survival. The foregoing representations and warranties shall survive the Closing Date for a period of one year after the Closing Date.
7. UCLE Representations and Warranties. UCLE represents and warrants to and agrees with Subscriber that:
(a) UCLE is a corporation, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power to own its properties and to carry on its business as it is currently conducted.
(b) All issued and outstanding shares of capital stock of UCLE have been duly authorized and validly issued and are fully paid and non-assessable, and all such units of UCLE have been issued in compliance with all applicable federal and state securities laws.
(c) This Agreement and any other agreements delivered together with this Agreement or in connection herewith (collectively, the “Transaction Documents”) have been duly authorized, executed and delivered by UCLE and are valid and binding agreements enforceable against UCLE in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights generally and to general principles of equity. UCLE has full corporate power and authority necessary to enter into and deliver the Transaction Documents and to perform its obligations thereunder.
(d) No consent, approval, authorization or order of any court, governmental agency or body or arbitrator having jurisdiction over UCLE, or any of its Affiliates, nor UCLE’s Board of Directors or officers is required for the execution by UCLE of the Transaction Documents and compliance and performance by UCLE of its obligations under the Transaction Documents, including, without limitation, the issuance and sale of the Series A Stock.
(e) Assuming the representations and warranties of the Subscriber herein are true and correct, neither the issuance and sale of the Series A Stock nor the performance of UCLE’s obligations under this Agreement and all other agreements entered into by UCLE relating thereto by UCLE will violate, conflict with, result in a breach of, or constitute a default (or an event which with the giving of notice or the lapse of time or both would be reasonably likely to constitute a default in any material respect) under (i) the Certificate of Incorporation of UCLE, (ii) the Bylaws for UCLE, (iii) to UCLE’s knowledge, any decree, judgment, order, law, treaty, rule, regulation or determination applicable to UCLE of any court, governmental agency or body, or arbitrator having jurisdiction over UCLE or over the Property or assets of UCLE or any of its Affiliates, (iv) the terms of any shares of capital stock in UCLE, or debenture, note or any other evidence of indebtedness, or any agreement, unit option or other similar plan, indenture, lease, mortgage, deed of trust or other instrument to which UCLE or any of its Affiliates is a party, by which UCLE or any of its Affiliates is bound, or to which any of the properties of UCLE or any of its Affiliates is subject, or (v) the terms of any “lock-up” or similar provision of any underwriting or similar agreement to which UCLE, or any of its Affiliates is a party.
(f) Except as described in UCLE Information, there is no pending or, to the best knowledge of UCLE, basis for or threatened action, suit, proceeding or investigation before any court, governmental agency or body, or arbitrator having jurisdiction over UCLE, or any of its Affiliates to which UCLE or any of its Affiliates is a party or which could adversely affect UCLE or any of its Subsidiaries or the business conducted or proposed to be conducted by any of them.
8. Regulation D Offering. The offer, issuance and sale of the Series A Stock to the Subscriber is being made pursuant to the exemption from the registration provisions of the 1933 Act afforded by Section 4(a)(2) of the 1933 Act and/or Rule 506(b) of Regulation D thereunder. The Subscriber agrees that he/she/it is purchasing the Series A Stock for his/her/its account without the intent of distributing absent registration or exemption from registration.
9. Broker’s Commission. UCLE represents that it has the right, but not the obligation, to retain the services of a broker/dealer member firm registered with FINRA to facilitate the sale of the Series A Stock, and in doing so, has the right to pay, out of any proceeds from a sale under this Subscription, for such fee charged by such firm.
10. Legal Fees. Each party shall pay their own legal fees incurred in connection with the transaction contemplated herein, including, but not limited to, the drafting and negotiation of the Transaction Documents.
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11. Covenants of the Subscriber. Subscriber agrees to indemnify, hold harmless, reimburse and defend UCLE and each of UCLE’s officers, directors, agents, Affiliates, control persons against any claim, cost, expense, liability, obligation, loss or damage (including reasonable legal fees) of any nature, incurred by or imposed upon UCLE or any such person which results, arises out of or is based upon (i) any misrepresentation by such Subscriber in this Agreement, or other agreement delivered pursuant hereto; or (ii) after any applicable notice and/or cure periods, any breach or default in performance by such Subscriber of any covenant or undertaking to be performed by such Subscriber hereunder, or any other agreement entered into by UCLE and Subscriber, relating hereto.
12. Side Letter Agreements. You acknowledge and agree that the UCLE shall have the right, in its sole discretion, to enter into side letters with any Subscriber (each, a “Side Letter”) as an amendment to this Agreement. Such Side Letters may modify, supplement, or waive any provision of this Agreement with respect to the applicable Subscriber. Side Letters may include, without limitation, agreements regarding: (a) modifications to the Purchase Price for the Series A Stock; (b) payment of the Purchase Price through separate installment agreements or promissory notes; or (c) any other terms or conditions of this Agreement as mutually agreed between UCLE and the applicable Subscriber. Any installment agreement for the payment of the Purchase Price entered into pursuant to a Side Letter shall be deemed merged with and incorporated into this Agreement. Each Side Letter shall be binding upon and enforceable against UCLE and the applicable Subscriber and shall be considered an amendment to this Agreement with respect to such Subscriber only. UCLE shall not be obligated to notify any other similarly situated subscribers or shareholders in UCLE of the execution of any Side Letter, unless otherwise required under applicable law, and shall maintain copies of all Side Letters as part of the official records of this Agreement. In the event of any conflict between the terms of this Agreement and a Side Letter, the terms of the Side Letter shall prevail with respect to the applicable Subscriber. The terms of any Side Letter shall be kept confidential by the parties thereto, except as required by applicable law or regulation. Any Side Letter that materially alters the rights or obligations of UCLE or any Subscriber shall require the approval of UCLE’s Board of Directors. If UCLE enters into a Side Letter with any Subscriber, such Side Letter might contain more favorable terms than other similar Side Letters agreed to with other similarly situated subscribers or shareholders.
13. Miscellaneous.
(a) All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted by hand delivery, telegram, or facsimile, addressed as set forth below or to such other address as such party shall have specified most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall be deemed effective (i) upon hand delivery or delivery by facsimile, with accurate confirmation generated by the transmitting facsimile machine, at the address or number designated below (if delivered on a business day during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during normal business hours where such notice is to be received) or (ii) on the second business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses for such communications shall be to UCLE at the address first stated hereinabove.
(b) This Agreement and the Transaction Documents delivered in connection herewith represent the entire agreement between the parties hereto with respect to the subject matter hereof and may be amended only by a writing executed by both parties. Neither UCLE nor the Subscriber has relied on any representations not contained or referred to in this Agreement and the documents delivered herewith. No right or obligation of UCLE shall be assigned except to an Affiliate without prior notice to and the written consent of the Subscriber.
(c) This Agreement may be executed in any number of counterparts and by the different signatories hereto on separate counterparts, each of which, when so executed, shall be deemed an original, but all such counterparts shall constitute but one and the same instrument. This Agreement may be executed by facsimile signature and delivered by facsimile transmission.
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(d) The parties irrevocably agree that any legal action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby shall be brought exclusively in the Court of Chancery of the State of Delaware (the “Court of Chancery”) or, if such court does not have subject matter jurisdiction, in the United States District Court for the District of Delaware or other Delaware state courts. Each party hereby irrevocably submits to the exclusive jurisdiction of the Court of Chancery (and if the Court of Chancery shall be unavailable, any Delaware state court or federal court sitting in the State of Delaware) for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein. Each party hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper or is an inconvenient venue for such proceeding. Subscriber hereby irrevocably consents to the service of process in any suit, action or proceeding by sending the same by prepaid registered post, return receipt requested, to the address set forth on the Signature Page. Nothing in this Section 13(d) shall affect the right of any party to serve process in any other manner permitted by law. THE PARTIES AND THE INDIVIDUALS EXECUTING THIS AGREEMENT AND OTHER AGREEMENTS REFERRED TO HEREIN OR DELIVERED IN CONNECTION HEREWITH ON BEHALF OF UCLE AGREE TO SUBMIT TO THE JURISDICTION OF SUCH COURTS AND WAIVE TRIAL BY JURY.
(e) The prevailing party shall be entitled to recover from the other party its reasonable attorney’s fees and costs. In the event that any provision of this Agreement or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement.
(f) To the extent permitted by law, UCLE and Subscriber acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to one or more preliminary and final injunctions to prevent or cure breaches of the provisions of this Agreement and to enforce specifically the terms and provisions hereof, this being in addition to any other remedy to which any of them may be entitled by law or equity. Subject to Section 13(d) hereof, each of UCLE, Subscriber and any signatory hereto in his personal capacity hereby waives, and agrees not to assert in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction in Delaware of such court, that the suit, action or proceeding is brought in an inconvenient forum or that the venue of the suit, action or proceeding is improper.
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Please acknowledge your acceptance of the foregoing Subscription Agreement by signing and returning a copy to the undersigned whereupon it shall become a binding agreement between us.
US NUCLEAR CORP., a Delaware corporation
| By: | Robert I. Goldstein | |
| Its: | President | |
| Dated: | ||
| SUBSCRIBER | PURCHASE PRICE | SERIES A STOCK | |||
| Subscriber’s Signature | $ | Shares of Series A Stock | |||
| By: | |||||
| Its: | |||||
| Address: | |||||
| Dated: | |||||
| FEIN/EIN/SS: | |||||
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Exhibit 31.1
US Nuclear Corp.
OFFICER’S CERTIFICATE PURSUANT TO SECTION 302
I, Robert I. Goldstein, certify that:
1. I have reviewed this annual report on Form 10-K for the year ended December 31, 2024 (the “report”);
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Dated: June 24, 2024
| By: | /s/ Robert I. Goldstein | |
| Robert I. Goldstein | ||
| President, Chief Executive Officer, Chairman | ||
| (Principal Executive Officer) |
Exhibit 31.2
US Nuclear Corp.
OFFICER’S CERTIFICATE PURSUANT TO SECTION 302
I, Michael Hastings, certify that:
1. I have reviewed this annual report on Form 10-K for the year ended December 31, 2024 (the “report”);
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Dated: June 24, 2024
| By: | /s/ Michael Hastings | |
| Michael Hastings | ||
| Chief Financial Officer | ||
| (Principal Executive Officer) |
Exhibit 32.1
US Nuclear Corp.
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF
THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of US Nuclear Corp. (the Registrant) on Form 10-K for the period ended December 31, 2024, as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Robert I. Goldstein, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. ss.1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
A signed original of this written statement required by Section 906 has been provided to Robert I. Goldstein and will be retained by US Nuclear Corp. and furnished to the Securities and Exchange Commission or its staff upon request.
Dated: June 24, 2024
| By: | /s/ Robert I. Goldstein | |
| Robert I. Goldstein | ||
| President, Chief Executive Officer, Chairman | ||
| (Principal Executive Officer) |
Exhibit 32.2
US Nuclear Corp.
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF
THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of US Nuclear Corp. (the Registrant) on Form 10-K for the period ended December 31, 2024, as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Michael Hastings, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. ss.1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
A signed original of this written statement required by Section 906 has been provided to Richard Landry and will be retained by US Nuclear Corp. and furnished to the Securities and Exchange Commission or its staff upon request.
Dated: June 24, 2024
| By: | /s/ Michael Hastings | |
| Michael Hastings | ||
| Chief Financial Officer | ||
| (Principal Executive Officer) |