SEC Form 5 · accession 0001659173-16-000140
US NUCLEAR CORP. · UCLE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Robert I Goldstein
Officer — COB; CEO; Pres. · 10% Owner
Period of report
Nov 5, 2014
Accepted (ET)
Feb 18, 2016 · 6:20 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001543623
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Sep 30, 2014 | A | 1,000,000 | $0.20 | A | 10,150,000 | D | |
| Common StockF2 | Nov 13, 2014 | A | 950,000 | — | D | 1,000,000 | D | |
| Common StockF2 | Nov 13, 2014 | A | 950,000 | — | A | 10,150,000 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1On September 30, 2014, the Issuer entered into a Forgiveness of Debt and Conversion Agreement with the reporting person. The Issuer owed the reporting person $868,828 in related party debt. The reporting person agreed to forgive $668,828 and the Issuer agreed to convert the balance of the debt of $200,000 into restricted shares of common stock at $0.20 cents per share resulting in the issuance of 1,000,000 shares to the reporting person. These shares were issued on November 5, 2014. The forgiveness of debt was accounted for as a capital contribution by the reporting person.
- F2At the time of the Agreement and Plan of Merger disclosed on Form 8-K on October 14, 2013, as subsequently amended on December 31, 2013, the reporting person held title to 9,150,000 shares of common stock. Pursuant to a Cancellation Agreement, which had been incorporated into the Agreement and Plan of Merger, the reporting person agreed to cancel his 9,150,000 shares in consideration of his right to acquire 9,150,000 shares post-merger. The reporting person was issued these shares on November 13, 2014 in consideration of Optron issuing 98,372 shares of its stock to the Issuer. The issuance was completed upon the shares issued to the reporting person equaled the value of the Optron shares issued to the Issuer.