US Nuclear Corp. entered into a share purchase agreement to acquire 40% stake in Grapheton, Inc. from Samuel Kassegne, Bao Nguyen and others for $1.5 million.

US Nuclear Corp. (OTCPK:UCLE) entered into a share purchase agreement to acquire 40% stake in Grapheton, Inc. from Samuel Kassegne, Bao Nguyen and others for $1.5 million on February 3, 2020. As per the transaction, US Nuclear will receive 66 shares of Grapheton from Kassegne for $0.04 million, 66 shares of Grapheton from Nguyen for $0.04 million, 233 shares of Grapheton from its authorized shares for $0.15 million, 1087 shares shares of Grapheton from its authorized shares for US Nuclear's shares in an amount equal to 0.7 million and an additional 1100 shares of Grapheton's common stock in exchange for US Nuclear's common shares worth $0.71 million.

An additional “true up” issuance of the US Nuclear's common stock to Grapheton may be made on the second anniversary of the closing of the transaction. Kassenge and Nguyen shall receive the first earn out payment once all milestones are met. On the true up anniversary, Kassenge and Nguyen shall receive the second earn out payment if the As a condition to closing, Grapheton must deposit 3,147 shares of common stock in escrow which shall be issued to US Nuclear on the first anniversary of the closing of the transaction.

The transaction can be terminated if any of the parties cause violations to any of the agreements, or by the mutual consent of the parties. The transaction is subject to the execution of the escrow agreement, execution of two independent Contractor agreements by which US Nuclear will earn an additional 1,164 shares of Grapheton's common stock for services rendered over two years and due diligence to be performed by US Nuclear for a period of 25 days. In February of 2020, US Nuclear raised five hundred thousand dollars via a convertible debenture for US Nuclear shares and warrants.

A portion of the capital raised was used to buy a 40% interest in Grapheton Inc. The transaction is expected to close no later than March 15, 2020, no later than 15 business days after US Nuclear's acceptance of its due diligence inspection. Derek J. Lobo acted as the legal advisor to Grapheton and Paesano Akkashian, P.C. acted the the legal advisor to US Nuclear.