UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT:
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
|
(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION) |
(COMMISSION FILE NO.) | (IRS EMPLOYEE IDENTIFICATION NO.) |
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
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(ISSUER TELEPHONE NUMBER)
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(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
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SECTION 1 – REGISTRANT'S BUSINESS AND OPERATIONS
Item 1.01 Entry into a Material Definitive Agreement
On May 5, 2022, US Nuclear Corp., a Delaware corporation (the “Corporation”) closed on a Securities Purchase Agreement (the “SPA”) with Mast Hill Fund, L.P., providing for the issuance of the promissory note in the principal amount of $750,000.00, convertible into shares of the common stock at a fixed price of $0.20 per share, and cash warrants with $0.75 strike price. US Nuclear Corp. receives $611,000 in net working capital to increase revenue by improving operations, upgrade best-selling products and develop new products, and expand sales and marketing in high growth markets. The SPA was authorized by consent resolution of the Board of Directors as being in the best interests of the Corporation. The reader is directed to Item 9.01 (d) for review of the SPA, promissory note, and common stock purchase warrant.
SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01 Financial Statement and Exhibits.
(d) Exhibits:
| Exhibit No. | Document | |
| 99.1 | Securities Purchase Agreement (Mast Hill Fund, L.P.) Promissory Note, Common Stock Purchase Warrant | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
| U.S. Nuclear, Inc. | ||
| By: | /s/ Robert Goldstein | |
| Name: Robert Goldstein | ||
| Title: Chief Executive Officer and President | ||
| Dated: May 16, 2022 |
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