US Nuclear Corp. (OTCMKTS:UCLE) Files An 8-K Other Events
Item 8.01 Other Events
Private Offering of Restricted Securities Under Rule 506(b)
of Regulation D
On June 28, 2016, the Board of Directors for US Nuclear Corp., a
Delaware corporation (the Company), authorized a private offering
of restricted shares of its common stock to accredited investors,
as defined in Rule 501(a) under the Securities Act of 1933, as
amended (the Securities Act), or to a limited number of
sophisticated investors, as allowed for by the Securities Act.
This offering is being made in reliance on exemptions from
registration to Section 4(2) of the Securities Act and Rule
506(b) of Regulation D promulgated thereunder and applicable
state securities laws. The offering is currently set to terminate
by or before August 31, 2016; however, it can be extended by the
Board of Directors through a resolution. The Board of Directors
proceeded to extend the offering through May 1, 2017.
The Company is offering 7,000,000 shares of its common stock at
$0.30/per share with a minimum purchase of 35,000 shares. The
Company may be required to seek additional funding in the future
through the issuance of equity or debt, either of which is likely
to result in dilution to holders of the stock sold in the
offering. The Company might utilize the services of a registered
representative under the rules promulgated by the Financial
Industry Regulatory Authority (FINRA) to sell its shares, which
might result in commissions being paid, and disclosed on Form D
with the United States Securities and Exchange Commission.
The shares of common stock will be sold to the terms of the
Subscription Agreement (the Subscription Agreement) as described
in the offering memorandum. There is no impound requirement in
this offering and, as such, any funds received from this offering
may be used by the Company at any time. The Company is currently
listed on the OTC Markets Pink Sheets and OTC Bulletin Board
exchange operated by FINRA under the symbol UCLE. The Company is
DTC eligible under the rules promulgated by the Depository Trust
and Clearing Corporation, and its transfer agent is Action Stock
Transfer located at 2469 E. Fort Union Boulevard in Salt Lake
City, Utah 84121 (phone number (801) 274-1088).
The inclusion of the offering memorandum as an exhibit hereto is
not intended as a means of solicitation; rather, it is being
disclosed as an event determined by the Board of Directors to be
relevant and necessary as part of its ongoing reporting
obligations under the Securities Exchange Act of 1934. The
Company issued a press release regarding this offering
disclosing, amongst other things, that the release is not to be
construed as a direct or indirect solicitation. The Company might
elect to update this press release, and if so, an amendment to
this Form 8-K/A will be disclosed.
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SECTION 9 FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01 Financial Statement and Exhibits.
Amended Private Offering Memorandum
About US Nuclear Corp. (OTCMKTS:UCLE)
US Nuclear Corp., formerly APEX 3 Inc., provides a range of radiation detection equipment and services. The Company operates through two segments: Optron and Overhoff. Optron is located in Canoga Park, California and Overhoff is located in Milford, Ohio. It designs and manufactures nuclear radiation detection and safety equipment, survey meters, air and water monitors, port security equipment and tritium air monitors. The Company’s products consist of radiation water monitors, tritium monitors, air and water monitors, nano-second x-ray monitors, and vehicle, personnel, exit and room monitors. The Company also offers handheld survey meters/dosimeters, and port security equipment, along with supporting software and services. Its two divisions consisting of Optron Scientific Company Inc., doing business as Technical Associates, and Overhoff Technology Corporation (Overhoff) offer over 200 products that service and address the nuclear power industry, domestically and internationally. US Nuclear Corp. (OTCMKTS:UCLE) Recent Trading Information
US Nuclear Corp. (OTCMKTS:UCLE) closed its last trading session 00.000 at 0.400 with 3,900 shares trading hands.