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.

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)




                                       1

© Edgar Online, source Glimpses