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:
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Sixty-six (66) shares of Grapheton common stock from Kassegne in
exchange for payment in the amount of $42,500;
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Sixty-six (66) shares of Grapheton common stock from Nguyen in exchange
for payment in the amount of $42,500;
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233 shares of Grapheton common stock from Grapheton’s authorized
shares in exchange for $150,000; and
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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.
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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 “Acquisition.”
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.