Item 1.01 Entry into a Material Definitive Agreement
Stock Purchase Agreement (Grapheton, Inc.)
On February 5, 2020, US Nuclear Corp., a Delaware corporation (the
"Corporation") entered into a Stock Purchase Agreement ("SPA") with Grapheton,
Inc., a California corporation ("Grapheton"). Grapheton is a start-up company
that focuses on building energy storage devises, 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. Grapheton was founded by Sam Kassegne, PgD, PE
("Kassegne"), who serves as Grapheton's President and Chief Technical Officer,
and Bao Nguyen ("Nguyen"), Grapheton's Chief Operations Officer.
Pursuant to the terms of the SPA, the Corporation will acquire a total of 2,552
shares of Grapheton's common stock over a two years period.
At the time of closing, US Nuclear will acquire:
- Sixty-six (66) shares of Grapheton common stock from Kassegne in exchange for
payment in the amount of $42,500;
- Sixty-six (66) shares of Grapheton common stock from Nguyen in exchange for
payment in the amount of $42,500;
- 233 shares of Grapheton common stock from Grapheton's authorized shares in
exchange for $150,000; and
- 1,087 shares of Grapheton common stock from Grapheton's authorized shares in
exchange for shares of the Corporation's common stock in an amount equal to
$700,000, as valued by an independent third-party valuator.
On the one-year anniversary of the closing of the SPA, the Corporation shall
receive an additional 1,100 shares of Grapheton's common stock in exchange for
shares of the Corporation's common stock in an amount equal to $707,777, as
valued by an independent third-party valuator.
An additional "true up" issuance of the Corporation's common stock to Grapheton
may be made on the second anniversary of the closing of the SPA, based on the
valuation of the Corporation's stock on that date by a third-party valuator. At
the time the SPA was executed, Grapheton, Mr. Kassegne, and Mr. Nguyen were not
affiliates of the Corporation and had no material relationship with the
Corporation aside from their roles in this transaction.
As a condition to closing, Grapheton must deposit 3,147 shares of common stock
in escrow, which shall be issued to the Corporation on the first anniversary of
the closing of the SPA as described above, and pursuant to two Independent
Contractor Agreements, as described below. Future issuances of Grapheton's
common stock shall be automatically and without any action from Grapheton.
Closing of the SPA is also conditioned on a variety of other factors, including
the execution of two Independent Contractor Agreements, as discussed below, the
execution of an escrow agreement, retaining an escrow agent, and due diligence
to be performed by the Corporation for a period of twenty-five (25) days.
Independent Contractor Agreements
On the same day, the Corporation and its Chief Executive Officer, Robert I.
Goldstein, entered into separate Independent Contractor Agreements with
Grapheton whereby the Corporation and Mr. Goldstein would provide services to
Grapheton for a period of twenty-four months after the closing of the SPA.
Under the Corporation's Independent Contractor Agreement, the Corporation will
earn an additional 1,164 shares of Grapheton's common stock for services
rendered over a two-year period. These services are not specifically defined,
but generally involve advising Grapheton on matters relating to the
Corporation's expertise and performing tasks as directed by Grapheton. In
exchange for these services, the Corporation shall receive forty-nine (49)
shares of stock every month for twenty-three (23) months, with the Corporation
receiving thirty-seven (37) shares of stock on the twenty-fourth (24th) and
final month. Once all issuances are made under the SPA and the Corporation's
Independent Contractor Agreement, the Corporation will own forty percent (40%)
of Grapheton's issued and outstanding common stock. The SPA and the
Corporation's Independent Contractor Agreement is referred to herein as the
Under Mr. Goldstein's Independent Contractor Agreement, he will earn 883 shares
of Grapheton's common stock issued in a similar manner over a two-year period:
during the first twenty-three (23) months, Mr. Goldstein will receive
thirty-seven (37) shares of stock, with Mr. Goldstein receiving thirty-two (32)
shares of common stock on the twenty-fourth (24th) and final month. Once the
issuances are made under Mr. Goldstein's Independent Contractor Agreement, he
will own 9.9% of the issued and outstanding common stock in Grapheton.
Closing of the Acquisition
Pursuant to the SPA, the closing of the Acquisition shall occur no later than
March 15, 2020. However, there is no guarantee that the Corporation will close
the SPA or the Independent Contractor Agreements, as due diligence must be
completed by the Corporation and closing of the SPA is contingent on several
conditions' precedent. The SPA and Independent Contractor Agreements are
attached hereto as Exhibits. The Company will amend this Form 8-K to disclose
the closing of Acquisition.
Item 9.01 Financial Statement and Exhibits.
Exhibit No. Document
99.1 Stock Purchase Agreement (Grapheton)
99.2 Independent Contractor Agreement (UCLE)
99.3 Independent Contractor Agreement (Goldstein)
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