UCLE US Nuclear Corporation (QB)

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.