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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
September 29, 2023
(Date of earliest event reported)
U.S. Lighting Group, Inc.
(Exact name of registrant as specified in its charter)
| Florida |
|
000-55689 |
|
46-3556776 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
| 1148 E 222nd Steet, Euclid, Ohio 44117 |
| (Address of principal executive offices) (Zip Code) |
216-896-7000
(Registrant’s telephone number, including
area code)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under
the Securities Act (17 CFR 230.425) |
| | |
| ☐ | Soliciting material pursuant to Rule 14a-12 under
the Exchange Act (17 CFR 240.14a-12) |
| | |
| ☐ | Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| | |
| ☐ | Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered
pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| None |
|
N/A |
|
N/A |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
☐ Emerging growth company
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
Although US Lighting Group, Inc. (“USLG” or “we”)
is generating revenues and achieved a profit for the first quarter of 2023, we continue to experience capital shortages while expanding
Cortes Campers production. To help address these capital needs, Anthony R. Corpora, our chief executive officer, and Michael A. Coates,
corporate controller, generously volunteered to take out personal loans and make those funds available to USLG.
On August 17, 2023, Mr. Corpora obtained a personal loan in the
original principal amount of $89,000 from SoFi Bank, N.A. and provided these funds to USLG to support USLG’s operations. On August
17, 2023, Mr. Corpora executed a loan agreement with SoFi Bank evidencing the loan in the original principal amount of $89,000, bearing
annual interest of 18.36%, and with 48 monthly payments of $2,631.53 commencing on September 17, 2023 with the final payment on August
17, 2027 (the “Corpora SoFi loan”).
On August 29, 2023, Mr. Coates obtained a personal loan in the
original principal amount of $75,000 less a loan origination fee of $4,500 from SoFi Bank, N.A. and provided these funds to USLG to support
USLG’s operations. On August 29, 2023, Mr. Coates executed a loan agreement with SoFi Bank evidencing the loan in the original
principal amount of $75,000, bearing annual interest of 13.35%, and with 60 monthly payments of $1,724.11 commencing on October 5, 2023
with the final payment on September 5, 2028 (the “Coates SoFi loan”).
On September 1, 2023, Mr. Coates obtained a personal loan in the
original principal amount of $77,250 from Pinnacle Bank, N.A. and provided these funds to USLG to support USLG’s operations. On
September 1, 2023, Mr. Coates executed an unsecured promissory note payable to Pinnacle Bank evidencing the loan in the original
principal amount of $77,250, bearing annual interest of 19.49%, and with 84 monthly payments of $1,691.79 commencing on October 1, 2023
with the final payment on September 1, 2030 (the “Coates Pinnacle loan”).
On September 29, 2023, we entered into unsecured “pass-through”
promissory notes with Messer. Corpora and Coates that provide for repayment to them on the same terms as the Corpora SoFi loan and
the Coates SoFi and Pinacle loans, without markup or profit (the “officer notes”).
The officer notes are filed as exhibits to this Current Report on Form
8-K. The description above is qualified in its entirety by reference to the full text of the notes.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of a Registrant.
The disclosure included under Item 1.01 above regarding the officer
notes with Messer. Corpora and Coates is incorporated by reference to this Item 2.03.
Item 9.01 Financial Statements and Exhibits.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| |
US Lighting Group, Inc. |
| |
|
| Dated September 29, 2023 |
/s/ Anthony R. Corpora |
| |
By Anthony R. Corpora |
| |
Chief Executive Officer |
3
Exhibit 10.1
Unsecured Promissory Note
Euclid, Ohio
September 29, 2023
For
Value Received, US Lighting Group, Inc., a Florida corporation (“USLG”), promises to pay to Anthony R. Corpora
(the “Corpora”), a resident of the State of Ohio, in lawful money of the United States of America, the principal sum
of $89,000 with interest as provided for in this unsecured promissory note (this “Note”).
Background. On August
17, 2023, Corpora obtained a personal loan in the original principal amount of $89,000 from SoFi Bank, N.A. and provided these funds to
USLG to support USLG’s operations. On August 17, 2023, Corpora executed a loan agreement with SoFi Bank evidencing the SoFi Bank
loan in the original principal amount of $89,000, bearing annual interest of 18.36%, and with 48 monthly payments of $2,631.53 commencing
on September 17, 2023 with the final payment on August 17, 2027 (the “SoFi loan”). The SoFi loan may be prepaid at
any time without penalty.
Capitalized Terms. Capitalized
terms not otherwise defined in this Note shall have the same meaning provided in the SoFi loan.
Limits of Liability.
Corpora is the chief executive officer of USLG, and Corpora funded this Note with borrowings under the SoFi loan. However, USLG has no
obligations under the SoFi loan and has not guaranteed Corpora’s obligations under the SoFi loan. As a result, USLG is only obligated
to make the payments to Corpora required by this Note. So long as USLG is not in Default (as defined below) under this Note, Corpora shall
make all payments required on the SoFi loan.
Interest. All amounts
outstanding under this Note shall bear interest at the rate of interest paid by Corpora under the SoFi loan, without any additions, profit,
or mark up by Corpora. Interest shall accrue as described in the SoFi loan.
Monthly Payments. Unless
USLG is in Default (as defined below) or as otherwise specifically provided for in this Note, USLG will make 48 monthly payments of $2,631.53
commencing on September 17, 2023 with the final payment on August 17, 2027 as described in the SoFi loan.
Prepayment. USLG may
prepay this Note at any time without penalty so long as the SoFi loan may be prepaid without penalty.
Fees. USLG shall pay
Corpora for any fees incurred by Corpora to obtain the SoFi loan.
Default. USLG shall be
in default under this Note if it fails to meet any of its obligations contained in this Note and after written notice by Corpora to USLG
of the failure, USLG does not cure that failure within three business days of the written notice (“Default”). In Corpora’s
sole discretion, Corpora can waive a Default, and such waiver shall not be construed as a waiver of any other provision of this Note or
as a future waiver of any prior or subsequent failure or Default of USLG. USLG shall have an ongoing obligation under this Note to immediately
notify Corpora in writing of any failure of USLG to meet any obligation herein and to immediately take steps to correct such failure.
In the event of Default, all amounts outstanding under this Note are due and payable immediately upon written demand by Corpora. If USLG’s
Default causes a default under the SoFi loan, then USLG shall pay to Corpora all amounts incurred by Corpora as a result of the SoFi loan
default.
Bankruptcy. Notwithstanding
anything herein to the contrary, upon the commencement of any bankruptcy, reorganization, arrangement, adjustment of debt, relief of debtors,
dissolution, insolvency, receivership or liquidation or similar proceeding of any jurisdiction relating to USLG, all amounts owed by USLG
to Corpora in connection with this Note shall become immediately due and payable without presentment, demand, protest or notice of any
kind.
No Setoff. All payments
under this Note shall be made without setoff, counterclaim or deduction of any kind. Any amount owing by USLG to Corpora shall not be
reduced in any way by any outstanding obligations of Corpora to USLG, whether such obligations are monetary or otherwise.
Bank Account. Payments
of principal of and interest with respect to this Note are to be made to Corpora or to such account as Corpora shall designate from time-to-time.
Waiver and Amendment.
USLG hereby waives diligence, presentment, demand, protest and notice of any kind whatsoever. No delay on the part of Corpora in the exercise
of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or remedy
preclude any other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver
of, or consent with respect to, any provision of this Note shall in any event be effective against Corpora or USLG unless the same shall
be in writing and signed and delivered by such party.
Governing Law. This Note shall be governed
by, and construed in accordance with, the laws of the State of Ohio without giving effect to any provision that would require the application
of any other jurisdiction’s laws.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
Signature page to Unsecured Promissory Note
|
US Lighting Group, Inc.
|
|
|
| |
|
|
| /s/ Donald
O. Retreage, Jr. |
|
/s/ Anthony
R. Corpora |
| By |
Donald O. Retreage, Jr., CFO |
|
Anthony R. Corpora, individually |
3
Exhibit 10.2
Unsecured Promissory Note
Euclid, Ohio
September 29, 2023
For
Value Received, US Lighting Group, Inc., a Florida corporation (“USLG”), promises to pay to Michael A. Coates
(the “Coates”), a resident of the State of Ohio, in lawful money of the United States of America, the principal sum
of $75,000 with interest as provided for in this unsecured promissory note (this “Note”).
Background. On August
29, 2023, Coates obtained a personal loan in the original principal amount of $75,000 less a loan origination fee of $4,500 from SoFi
Bank, N.A. and provided these funds to USLG to support USLG’s operations. On August 29, 2023, Coates executed a loan agreement with
SoFi Bank evidencing the SoFi Bank loan in the original principal amount of $75,000, bearing annual interest of 13.35%, and with 60 monthly
payments of $1,724.11 commencing on October 5, 2023 with the final payment on September 5, 2028 (the “SoFi loan”).
The SoFi loan may be prepaid at any time without penalty.
Capitalized Terms. Capitalized
terms not otherwise defined in this Note shall have the same meaning provided in the SoFi loan.
Limits of Liability.
Coates is the controller of USLG, and Coates funded this Note with borrowings under the SoFi loan. However, USLG has no obligations under
the SoFi loan and has not guaranteed Coates’s obligations under the SoFi loan. As a result, USLG is only obligated to make the payments
to Coates required by this Note. So long as USLG is not in Default (as defined below) under this Note, Coates shall make all payments
required on the SoFi loan.
Interest. All amounts
outstanding under this Note shall bear interest at the rate of interest paid by Coates under the SoFi loan, without any additions, profit,
or mark up by Coates. Interest shall accrue as described in the SoFi loan.
Monthly Payments. Unless
USLG is in Default (as defined below) or as otherwise specifically provided for in this Note, USLG will make 60 monthly payments of $1,724.11
commencing on October 5, 2023 with the final payment on September 5, 2028 as described in the SoFi loan.
Prepayment. USLG may
prepay this Note at any time without penalty so long as the SoFi loan may be prepaid without penalty.
Fees. USLG shall pay
Coates for any fees incurred by Coates to obtain the SoFi loan.
Default. USLG shall be
in default under this Note if it fails to meet any of its obligations contained in this Note and after written notice by Coates to USLG
of the failure, USLG does not cure that failure within three business days of the written notice (“Default”). In Coates’s
sole discretion, Coates can waive a Default, and such waiver shall not be construed as a waiver of any other provision of this Note or
as a future waiver of any prior or subsequent failure or Default of USLG. USLG shall have an ongoing obligation under this Note to immediately
notify Coates in writing of any failure of USLG to meet any obligation herein and to immediately take steps to correct such failure. In
the event of Default, all amounts outstanding under this Note are due and payable immediately upon written demand by Coates. If USLG’s
Default causes a default under the SoFi loan, then USLG shall pay to Coates all amounts incurred by Coates as a result of the SoFi loan
default.
Bankruptcy. Notwithstanding
anything herein to the contrary, upon the commencement of any bankruptcy, reorganization, arrangement, adjustment of debt, relief of debtors,
dissolution, insolvency, receivership or liquidation or similar proceeding of any jurisdiction relating to USLG, all amounts owed by USLG
to Coates in connection with this Note shall become immediately due and payable without presentment, demand, protest or notice of any
kind.
No Setoff. All payments
under this Note shall be made without setoff, counterclaim or deduction of any kind. Any amount owing by USLG to Coates shall not be reduced
in any way by any outstanding obligations of Coates to USLG, whether such obligations are monetary or otherwise.
Bank Account. Payments
of principal of and interest with respect to this Note are to be made to Coates or to such account as Coates shall designate from time-to-time.
Waiver and Amendment.
USLG hereby waives diligence, presentment, demand, protest and notice of any kind whatsoever. No delay on the part of Coates in the exercise
of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or remedy
preclude any other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver
of, or consent with respect to, any provision of this Note shall in any event be effective against Coates or USLG unless the same shall
be in writing and signed and delivered by such party.
Governing Law. This Note shall be governed
by, and construed in accordance with, the laws of the State of Ohio without giving effect to any provision that would require the application
of any other jurisdiction’s laws.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
Signature page to Unsecured Promissory
Note
| US Lighting Group, Inc. |
|
|
| |
|
|
|
/s/
Donald O. Retreage, Jr. |
|
/s/
Michael A. Coates |
| By |
Donald O. Retreage, Jr., CFO |
|
Michael A. Coates, individually |
3
Exhibit 10.3
Unsecured
Promissory Note
Euclid,
Ohio
September
29, 2023
For
Value Received, US Lighting Group, Inc., a Florida corporation
(“USLG”), promises to pay to Michael A. Coates (the “Coates”), a resident of the State of Ohio,
in lawful money of the United States of America, the principal sum of $77,250 with interest as provided for in this unsecured promissory
note (this “Note”).
Background.
On September 1, 2023, Coates obtained a personal loan in the original principal amount of $77,250 from Pinnacle Bank, N.A. and provided
these funds to USLG to support USLG’s operations. On September 1, 2023, Coates executed an unsecured promissory note payable to
Pinnacle Bank evidencing the Pinnacle Bank loan in the original principal amount of $77,250, bearing annual interest of 19.49%, and with
84 monthly payments of $1,691.79 commencing on October 1, 2023 with the final payment on September 1, 2030 (the “Pinnacle loan”).
The Pinnacle loan may be prepaid at any time without penalty.
Capitalized
Terms. Capitalized terms not otherwise defined in this Note shall have the same meaning provided in the Pinnacle loan.
Limits
of Liability. Coates is the controller of USLG, and Coates funded this Note with borrowings under the Pinnacle loan. However, USLG
has no obligations under the Pinnacle loan and has not guaranteed Coates’s obligations under the Pinnacle loan. As a result, USLG
is only obligated to make the payments to Coates required by this Note. So long as USLG is not in Default (as defined below) under this
Note, Coates shall make all payments required on the Pinnacle loan.
Interest.
All amounts outstanding under this Note shall bear interest at the rate of interest paid by Coates under the Pinnacle loan, without
any additions, profit, or mark up by Coates. Interest shall accrue as described in the Pinnacle loan.
Monthly
Payments. Unless USLG is in Default (as defined below) or as otherwise specifically provided for in this Note, USLG will make 84
monthly payments of $1,691.79 commencing on October 1, 2023 with the final payment on September 1, 2030 as described in the Pinnacle
loan.
Prepayment.
USLG may prepay this Note at any time without penalty so long as the Pinnacle loan may be prepaid without penalty.
Fees.
USLG shall pay Coates for any fees incurred by Coates to obtain the Pinnacle loan.
Default.
USLG shall be in default under this Note if it fails to meet any of its obligations contained in this Note and after written notice
by Coates to USLG of the failure, USLG does not cure that failure within three business days of the written notice (“Default”).
In Coates’s sole discretion, Coates can waive a Default, and such waiver shall not be construed as a waiver of any other provision
of this Note or as a future waiver of any prior or subsequent failure or Default of USLG. USLG shall have an ongoing obligation under
this Note to immediately notify Coates in writing of any failure of USLG to meet any obligation herein and to immediately take steps
to correct such failure. In the event of Default, all amounts outstanding under this Note are due and payable immediately upon written
demand by Coates. If USLG’s Default causes a default under the Pinnacle loan, then USLG shall pay to Coates all amounts incurred
by Coates as a result of the Pinnacle loan default.
Bankruptcy.
Notwithstanding anything herein to the contrary, upon the commencement of any bankruptcy, reorganization, arrangement, adjustment
of debt, relief of debtors, dissolution, insolvency, receivership or liquidation or similar proceeding of any jurisdiction relating to
USLG, all amounts owed by USLG to Coates in connection with this Note shall become immediately due and payable without presentment, demand,
protest or notice of any kind.
No
Setoff. All payments under this Note shall be made without setoff, counterclaim or deduction of any kind. Any amount owing by USLG
to Coates shall not be reduced in any way by any outstanding obligations of Coates to USLG, whether such obligations are monetary or
otherwise.
Bank
Account. Payments of principal of and interest with respect to this Note are to be made to Coates or to such account as Coates shall
designate from time-to-time.
Waiver
and Amendment. USLG hereby waives diligence, presentment, demand, protest and notice of any kind whatsoever. No delay on the part
of Coates in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise of
any right, power or remedy preclude any other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment,
modification or waiver of, or consent with respect to, any provision of this Note shall in any event be effective against Coates or USLG
unless the same shall be in writing and signed and delivered by such party.
Governing
Law. This Note shall be governed by, and construed in accordance with, the laws of the State of Ohio without giving effect to any
provision that would require the application of any other jurisdiction’s laws.
[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]
Signature
page to Unsecured Promissory Note
| US Lighting
Group, Inc. |
|
|
| |
|
|
|
/s/
Donald O. Retreage, Jr. |
|
/s/
Michael A. Coates |
| By Donald O. Retreage, Jr.,
CFO |
|
Michael A. Coates, individually |
3
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