UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT: April 20, 2018
DATE OF EARLIEST REPORTED EVENT: April 19, 2018
US Nuclear Corp.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
| Delaware | 000-54617 | 45-4535739 | ||
| (State or other jurisdiction of incorporation or organization) | (Commission File No.) | (IRS Employee Identification Number) |
7051 Eton Avenue
Canoga Park, CA 91303
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(818) 883-7043
(ISSUER TELEPHONE NUMBER)
N/A
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
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 (see General Instruction A.2. below):
| ☐ | Written communication 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)) |
-1-
SECTION 5 – CORPORATE GOVERNANCE AND MANAGEMENT
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On April 19, 2018, the Board of Directors for US Nuclear Corp. (the “Company”) consented to the adoption of amendments to its Bylaws (the “Amended Bylaws”). The Amended Bylaws were approved pursuant to Article Seventh of its Articles of Incorporation, and Article IV, Section 5 and Article XII of its Bylaws, and 8 Del C 109(a). The Amended Bylaws are not to be interpreted as allowing for usurpation of shareholder rights to adopt, amend or repeal the Bylaws, as allowed for under Delaware law.
SECTION 8 – OTHER EVENTS
Item 8.01 Other Events
On April 19, 2018, the Board of Directors for the Company consented to the adoption of the US Nuclear Insider Trading Policy (the “Policy”). The consent resolutions of the Board of Directors, Policy and Memorandum to Directors and Officers are enclosed as exhibits.
SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01 Financial Statement and Exhibits.
(d) Exhibits:
| Exhibit No. | Document |
| 3(ii) | Amended Bylaws |
| 10.1 | Consent Resolutions |
| 10.2 | Memorandum to Directors and Offices |
| 10.3 | US Nuclear Insider Trading Policy |
SIGNATURES
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 hereunto duly authorized.
U.S. Nuclear, Inc.
By: /s/Robert Goldstein
Name: Robert Goldstein
Title: Chief Executive Officer and President
Dated: April 30, 2018
-2-