Item 1.01 Entry into a Material Definitive Agreement
On November 25, 2019, US Nuclear Corp., a Delaware corporation (the
"Corporation") closed on a Securities Purchase Agreement (the "SPA") with YA II
PN, Ltd., a Cayman Islands limited company ("YA"). Pursuant to the terms of the
SPA, YA purchased $500,000 of debentures convertible into shares of common stock
under Section 4 of the "Convertible Debenture" attached at Exhibit A to the
SPA. In connection with the purchase of the Convertible Debenture, the
Corporation issued a warrant to YA for the purchase of 333,333 shares of common
stock in the Corporation at an exercise price of $1.50/share (the "Warrant").
The Warrant terminates on November 25, 2022. The shares subject to the Warrant
(the "Warrant Shares") are on reserve with the transfer agent for the
Corporation. Unless otherwise registered at the time of exercise, the Warrant
Shares are restricted securities subject to restrictions against public resale.
The SPA, Convertible Debenture and Warrant were authorized by consent resolution
of the Board of Directors as being in the best interests of the Corporation.
There is no material relationship between the Corporation or its affiliates and
YA or its affiliates. The reader is directed to Item 9.01(d) for review of the
SPA, Convertible Debenture and Warrant.
Item 9.01 Financial Statement and Exhibits.
Exhibit No. Document
99.1 Securities Purchase Agreement (YA II PN, Ltd.)
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