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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
March 1, 2024
(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.
On August 5, 2022, US Lighting Group, Inc. (“we,” “our”
or the “company”) acquired MIGMarine Corporation from Paul Spivak, the company’s founder and a significant shareholder,
for $6,833,333. Mig Marine is a fiberglass design and manufacturing company that had been providing fabrication and assembly services
solely to Cortes Campers before the acquisition. With the acquisition of Mig Marine, we were able to streamline our manufacturing processes,
improve production cycles and scale to meet the demand of Cortes Campers generated order back-log. The Mig Marine purchase price was completely
seller-financed: $638,333 (10%) was deferred for one year interest free and was due August 5, 2023; and we issued Mr. Spivak a promissory
note in the amount of $6,195,000 for the remainder. Reflecting his faith in the company and in order to support the operations and continued
growth of the company, in 2023 Mr. Spivak waived waived all interest accrued on the note for 2022 and 2023, and agreed to defer payment
of the $638,333 deposit and payments on the note to January 2024. Effective January 1, 2024, Mr. Spivak again generously agreed to
waive all interest to accrue on the note for 2024 and to defer payments of the deposit and on the note to January 2025, with the final
note payment due December 1, 2029.
On March 1, 2024, we entered into a cancellation of debt agreement
with Mr. Spivak. In order strengthen the company’s balance sheet, pursuant to the agreement Mr. Spivak cancelled and forgave
the $638,333 deposit obligation and $1,195,000 of the principal of the note effective December 31, 2023. As of that date, the principal
amount of the note was reduced from $6,195,000 to is $5,000,000. No interest will accrue on the note in 2024 and the first payment will
be due on January 1, 2025.
The cancellation of debt agreement is filed an exhibit to this Current
Report on Form 8-K. The description above is qualified in its entirety by reference to the full text of the agreement.
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 March 5, 2024 |
/s/ Anthony R. Corpora |
|
By Anthony R. Corpora |
|
Chief Executive Officer |
2
Exhibit 10.1
Cancellation of Debt Agreement
This Cancellation of Debt Agreement
(this “Agreement”) is entered into by Paul Spivak (“Spivak”) with US Lighting Group, Inc. (“USLG”)
on March 1, 2024.
Recitals
On August 5, 2022, USLG acquired MIGMarine Corporation (“Mig
Marine”) from Spivak for $6,833,333 pursuant to a stock purchase agreement dated August 5, 2022 between Spivak and USLG (the
“SPA”).
The Mig Marine purchase price was completely seller-financed: pursuant
to the SPA $638,333 (10%) was deferred for one year interest free and was due August 5, 2023 (the “Deposit”); and USLG
issued Spivak a promissory note dated August 5, 2022 in the amount of $6,195,000 for the remainder (the “Note”).
The Note bears interest at the rate of 6.25% per year and has a five-year
term with monthly installments of principal and interest beginning on September 5, 2022, with the final payment on August 5, 2027.
Effective May 1, 2023, Spivak and USLG entered into a waiver and extension
deferring payments of the Deposit and payment and accrual of interest on the Note until January 2024.
Effective January 1, 2024, Spivak and USLG entered into a waiver and
extension deferring payments of the Deposit and payment and accrual of interest on the Note until January 2025.
As a founder of USLG and in order to strengthen the company’s
balance sheet, Spivak is willing to cancel the Deposit and $1,195,000 of the principal of the Note.
Agreements
1. Cancellation of Deposit.
Spivak hereby cancels and waives payment of the Deposit in its entirety effective December 31, 2023. USLG is no longer obligated to pay
the Deposit.
2. Reduction of Note.
Spivak hereby cancels and waives payment of $1,195,000 of the principal of the Note effective December 31, 2023. As of that date, the
principal amount of the Note reduced from $6,195,000 to is $5,000,000.
3. Note Extension.
As agreed to by Spivak in the waiver and extension dated January 1, 2024, the Note will be repaid in consecutive monthly installments
of principal and interest, amortized over five years, on the first business day of each month commencing January 2, 2025 and continuing
until December 1, 2029, with the remaining balance then owing under the Note being paid at that time. USLG may prepay the Note at any
time without penalty. Interest will only begin accruing on the principal balance of the Note beginning January 1, 2025 until the Note
is paid in full.
4. No Other Changes.
Other than as specifically provided for in this Waiver, the terms of the Agreement and Note remain unchanged and in full force and effect.
This Agreement is executed
by the parties as of the date listed above.
|
|
US
Lighting Group, Inc. |
|
|
|
/s/
Paul Spivak |
|
/s/
Anthony Corpora |
Paul Spivak |
|
By Anthony Corpora, Chief Executive
Officer |
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