UCLE US Nuclear Corporation (PK)

Item 8.01 Other Events

Private Offering of Restricted Securities Under Rule 506(b) of Regulation D

On June 28, 2016, the Board of Directors for US Nuclear Corp., a Delaware corporation (the “Company”), authorized a private offering of restricted shares of its common stock to accredited investors, as defined in Rule 501(a) under the Securities Act of 1933, as amended (the “Securities Act”), or to a limited number of sophisticated investors, as allowed for by the Securities Act. This offering is being made in reliance on exemptions from registration pursuant to Section 4(2) of the Securities Act and Rule 506(b) of Regulation D promulgated thereunder and applicable state securities laws. The offering is currently set to terminate by or before August 31, 2016; however, it can be extended by the Board of Directors through a resolution. The Board of Directors proceeded to extend the offering through May 1, 2017.

The Company is offering 7,000,000 shares of its common stock at $0.30/per share with a minimum purchase of 35,000 shares. The Company may be required to seek additional funding in the future through the issuance of equity or debt, either of which is likely to result in dilution to holders of the stock sold in the offering. The Company might utilize the services of a registered representative under the rules promulgated by the Financial Industry Regulatory Authority (“FINRA”) to sell its shares, which might result in commissions being paid, and disclosed on Form D with the United States Securities and Exchange Commission.

The shares of common stock will be sold pursuant to the terms of the Subscription Agreement (the “Subscription Agreement”) as described in the offering memorandum. There is no impound requirement in this offering and, as such, any funds received from this offering may be used by the Company at any time. The Company is currently listed on the OTC Markets Pink Sheets and OTC Bulletin Board exchange operated by FINRA under the symbol “UCLE”. The Company is DTC eligible under the rules promulgated by the Depository Trust and Clearing Corporation, and its transfer agent is Action Stock Transfer located at 2469 E. Fort Union Boulevard in Salt Lake City, Utah 84121 (phone number (801) 274-1088).

The inclusion of the offering memorandum as an exhibit hereto is not intended as a means of solicitation; rather, it is being disclosed as an event determined by the Board of Directors to be relevant and necessary as part of its ongoing reporting obligations under the Securities Exchange Act of 1934. The Company issued a press release regarding this offering disclosing, amongst other things, that the release is not to be construed as a direct or indirect solicitation. The Company might elect to update this press release, and if so, an amendment to this Form 8-K/A will be disclosed.