U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the quarterly period ended
Commission file number:
(Exact name of registrant as specified in its charter)
| State or other jurisdiction of | (I.R.S. Employer | |
| Incorporation or organization | Identification No.) |
(Address of principal executive offices)
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| ☒ | Smaller reporting company | ||
| 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 7(a)(2)(B) of the Securities Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| |
The number of shares of the Registrant’s common stock outstanding as of October 2, 2026, was
TABLE OF CONTENTS
| PART I | ||
| Item 1. | Financial Statements (Unaudited) | 1 |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 22 |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 25 |
| Item 4. | Controls and Procedures | 25 |
| PART II | ||
| Item 1. | Legal Proceedings | 26 |
| Item 1A. | Risk Factors | 26 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 26 |
| Item 3. | Defaults Upon Senior Securities | 27 |
| Item 4. | Mine Safety Disclosures | 27 |
| Item 5. | Other Information | 27 |
| Item 6. | Exhibits | 27 |
| Signatures | 28 |
i
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
US NUCLEAR CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
| March 31, | December 31, | |||||||
| 2026 | 2025 | |||||||
| (unaudited) | (audited) | |||||||
| ASSETS | ||||||||
| CURRENT ASSETS | ||||||||
| Cash | $ | $ | ||||||
| Accounts receivable, net | ||||||||
| Note receivable | ||||||||
| Inventories, net | ||||||||
| Prepaid expenses and other current assets | ||||||||
| TOTAL CURRENT ASSETS | ||||||||
| Property and equipment, net | ||||||||
| Investments | ||||||||
| Goodwill | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND SHAREHOLDERS’ DEFICIT | ||||||||
| CURRENT LIABILITIES | ||||||||
| Accounts payable | $ | $ | ||||||
| Accrued liabilities | ||||||||
| Accrued compensation - officers | ||||||||
| Customer deposit | ||||||||
| Notes payable, current portion | ||||||||
| Note payable to shareholder | ||||||||
| Line of credit | ||||||||
| TOTAL CURRENT LIABILITIES | ||||||||
| LONG-TERM LIABILITIES | ||||||||
| Notes payable, net of current | ||||||||
| Convertible notes payable | ||||||||
| TOTAL LONG-TERM LIABILITIES | ||||||||
| COMMITMENTS & CONTINGENCIES | ||||||||
| TOTAL LIABILITIES | ||||||||
| SHAREHOLDERS’ DEFICIT: | ||||||||
| Common stock, $ | ||||||||
| Common shares to be issued ( | ||||||||
| Preferred stock, Series A, $ | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| TOTAL SHAREHOLDERS’ DEFICIT | ( | ) | ( | ) | ||||
| TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
1
US NUCLEAR CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
| Three Months Ended | ||||||||
| March 31, | ||||||||
| 2026 | 2025 | |||||||
| Sales | $ | $ | ||||||
| Cost of sales | ||||||||
| Gross profit | ||||||||
| Operating expenses | ||||||||
| Selling, general and administrative expenses | ||||||||
| Total operating expenses | ||||||||
| Loss from operations | ( | ) | ( | ) | ||||
| Other income (expense) | ||||||||
| Interest expense | ( | ) | ( | ) | ||||
| Other income | ||||||||
| Total other income (expense) | ( | ) | ( | ) | ||||
| Loss before provision for income taxes | ( | ) | ( | ) | ||||
| Provision for income taxes | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Preferred stock dividends | ( | ) | ( | ) | ||||
| Deemed dividend for down-round provision in warrants | ||||||||
| Net loss attributed to common stockholders | $ | ( | ) | $ | ( | ) | ||
| Weighted average shares outstanding - basic and diluted | ||||||||
| Loss per shares - basic and diluted | $ | ( | ) | $ | ( | ) | ||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
2
US NUCLEAR CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY
(unaudited)
| Common Stock | Common Stock |
Preferred Stock Series A |
Preferred Stock |
Additional Paid-in |
Accumulated | Total Shareholders’ |
||||||||||||||||||||||||||||||
| Shares | Amount | Payable | Shares | Amount | Payable | Capital | Deficit | Equity | ||||||||||||||||||||||||||||
| Balance, December 31, 2025 | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||
| Preferred stock dividends, payable in common shares | - | - | ( | ) | ||||||||||||||||||||||||||||||||
| Preferred stock dividends, payable in cash | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| Balance, March 31, 2026 | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||
| Common Stock | Common Stock |
Preferred Stock Series A |
Preferred Stock |
Additional Paid-in |
Accumulated | Total Shareholders’ |
||||||||||||||||||||||||||||||
| Shares | Amount | Payable | Shares | Amount | Payable | Capital | Deficit | Equity | ||||||||||||||||||||||||||||
| Balance, December 31, 2024 | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||
| Issuance of common stock for cash | ||||||||||||||||||||||||||||||||||||
| Issuance of common stock for services | ||||||||||||||||||||||||||||||||||||
| Issuance of common stock for debt and interest | ||||||||||||||||||||||||||||||||||||
| Preferred stock issued | ( | ) | ||||||||||||||||||||||||||||||||||
| Preferred stock dividends, payable in common shares | - | - | ( | ) | ||||||||||||||||||||||||||||||||
| Preferred stock dividends, payable in cash | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| Warrants issued for services | - | - | ||||||||||||||||||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| Balance, March 31, 2025 | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
3
US NUCLEAR CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
| Three Months Ended | ||||||||
| March 31, | ||||||||
| 2026 | 2025 | |||||||
| OPERATING ACTIVITIES | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustment to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation and amortization | ||||||||
| Issuance of common stock for services | ||||||||
| Issuance of warrants for services | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | ||||||||
| Note receivable | ||||||||
| Inventory | ( | ) | ||||||
| Prepaid expenses and other current assets | ||||||||
| Accounts payable | ( | ) | ( | ) | ||||
| Accrued liabilities | ( | ) | ||||||
| Accrued compensation | ||||||||
| Customer deposits | ( | ) | ( | ) | ||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| FINANCING ACTIVITIES | ||||||||
| Net borrowings (repayments) under lines of credit | ||||||||
| Proceeds from issuance of note payable shareholder | ||||||||
| Proceeds from notes payable | ||||||||
| Repayments of notes payable | ( | ) | ( | ) | ||||
| Proceeds from issuance of common stock | ||||||||
| Net cash provided by financing activities | ||||||||
| NET INCREASE (DECREASE) IN CASH | ( | ) | ( | ) | ||||
| CASH | ||||||||
| Beginning of period | $ | $ | ||||||
| End of period | $ | $ | ||||||
| Supplemental disclosures of cash flow information | ||||||||
| Taxes paid | $ | $ | ||||||
| Interest paid | $ | $ | ||||||
| Non-cash disclosures: | ||||||||
| Common stock issued for conversion of debt and interest | $ | $ | ||||||
| Preferred stock dividends payable | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
4
US NUCLEAR CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2026
Note 1 – Organization and Basis of Presentation
Organization and Line of Business
US Nuclear Corp., formerly known as APEX 3, Inc., (the “Company” or “US Nuclear”) was incorporated under the laws of the State of Delaware on
On May 31, 2016, the Company entered into an Asset Purchase Agreement with Electronic Control Concepts (“ECC”) whereby the Company purchased certain tangible and intangible assets of ECC.
The Company is engaged in developing, manufacturing, and selling radiation detection and measuring equipment. The Company markets and sells its products to consumers throughout the world.
Interim financial statements
The unaudited interim financial statements included herein, presented in accordance with United States generally accepted accounting principles and stated in US dollars, have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosure normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosure is adequate to make the information presented not misleading.
These statements reflect all adjustment, consisting of normal recurring adjustments, which, in the opinion of management, are necessary for fair presentation of the information contained therein. It is suggested that these interim financial statements be read in conjunction with the financial statements of the Company for the year ended December 31, 2025, and notes thereto included in the Company’s annual report on Form 10-K filed on June 25, 2026. The Company follows the same accounting policies in the preparation of interim reports. Results of operations for the interim period are not indicative of annual results.
Going Concern
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company recorded a net loss of $
The Company’s ability to continue as a going concern is dependent upon its ability to generate profitable operations in the future and/or obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management has plans to seek additional capital through loans and notes payable as well as private placement offerings of debt and equity securities. These plans, if successful, will mitigate the factors which raise substantial doubt about the Company’s ability to continue as a going concern. These consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might result from this uncertainty.
Note 2 – Summary of Significant Accounting Policies
Principles of Consolidation
The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Optron Scientific Company, Overhoff Technology Corporation (“Overhoff”), and its wholly-owned subsidiary, Electronic Control Concepts (“ECC”), have been prepared in conformity with accounting principles generally accepted in the United States of America. All significant intercompany transactions and balances have been eliminated.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. It is possible that accounting estimates and assumptions may be material to the Company due to the levels of subjectivity and judgment involved.
5
US NUCLEAR CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2026 and 2025
Cash and Cash Equivalents
Cash and cash equivalents include cash on hand and cash in time deposits, certificates of deposit and all highly liquid debt instruments with original maturities of three months or less. There were cash equivalents as of March 31, 2026, and December 31, 2025.
Concentration of Credit Risk
Financial instruments, which potentially subject the Company to concentrations of credit risk, consist of cash and cash equivalents. The Company places its cash with high quality financial institutions and at times may exceed the FDIC insurance limit. The Company has not and does not anticipate incurring any losses related to this credit risk.
Accounts Receivable
The Company maintains reserves for potential credit losses for accounts receivable. Management reviews the composition of accounts receivable and analyzes historical bad debts, customer concentrations, customer credit worthiness, current economic trends and changes in customer payment patterns to evaluate the adequacy of these reserves. Reserves are recorded based on the Company’s historical collection history in addition to an analysis of future potential credit losses. Management considers the aging of accounts receivable, changes to customer credit ratings, as well as any industry-specific factors and economic growth trends that could impact credit loss estimates. Allowance for doubtful accounts as of March 31, 2026, and December 31, 2025, were $
Inventories
Inventories are valued at the lower of cost (determined primarily by the average cost method) or net realizable value. Management compares the cost of inventories with the net realizable value and allowance is made for writing down their inventories to net realizable value, if lower. As of March 31, 2026, and December 31, 2025, the Company recorded $
6
US NUCLEAR CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2026 and 2025
Property and Equipment
Property and Equipment are stated at cost. Expenditures for maintenance and repairs are charged to earnings as incurred; additions, renewals and betterments are capitalized. When equipment is retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts, and any gain or loss is included in operations.
| Furniture and fixtures | ||
| Leasehold improvement | ||
| Equipment | ||
| Computers and software |
Long-Lived Assets
The Company applies the provisions of Accounting Standards Codification (“ASC”) Topic 360, Property, Plant, and Equipment, which addresses financial accounting and reporting for the impairment or disposal of long-lived assets. ASC 360 requires impairment losses to be recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amounts. In that event, a loss is recognized based on the amount by which the carrying amount exceeds the fair value of the long-lived assets. Loss on long-lived assets to be disposed of is determined in a similar manner, except that fair values are reduced for the cost of disposal. Based on its review at March 31, 2026, and December 31, 2025, the Company believes there was impairment of its long-lived assets.
Goodwill
Goodwill represents the excess of the purchase price over the underlying net assets of businesses acquired. The entire goodwill balance in the accompanying financial statements resulted from the Company’s acquisition of Overhoff Technology Corporation in 2006. The Company complies with ASC 350, Goodwill and Other Indefinite Lived Intangible Assets, requiring that an impairment test be performed at least annually. As of December 31, 2025, the Company performed the required impairment analysis, resulting in an impairment adjustment of $
Derivative Financial Instruments
The Company evaluates all of its agreements to determine if such instruments have derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based derivative financial instruments, the Company uses a weighted-average Black-Scholes-Merton option pricing model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. During the three months ended March 31, 2026, and December 31, 2025, there were derivative liabilities associated with our convertible notes payable.
7
US NUCLEAR CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2026 and 2025
Investments
The Company accounts for investments in equity securities without a readily determinable fair value at cost, minus impairment. If the Company identifies observable price changes in orderly transactions for the identical or a similar investment of the same issuer, the Company measures the equity security at fair value as of the date that the observable transaction occurred (“the measurement alternative”) in accordance with ASC 321. The Company accounts for investments for which it owns
Fair Value of Financial Instruments
For certain of the Company’s financial instruments, including cash, accounts receivable, accounts payable, accrued liabilities, customer deposits, and line of credit, the carrying amounts approximate their fair values due to their short maturities. In addition, the Company has a note payable to a shareholder that the carrying amount also approximates fair value.
Convertible Preferred Stock
The Company has authorized
The Company relied upon guidance and accounted for the Series A Convertible Preferred in accordance with ASC 480 and ASC 470 and determined that the Series A Preferred shares would be considered equity transactions. Except for the dividends, the only mandatory payments are the conversions at maturity, however since the conversions are settled in the Company’s own common stock, the Series A Preferred do not meet the criteria for liability classification. The Company also considered the requirement to classify the Series A Convertible Preferred as temporary equity; however, the Series A shares are not redeemable at the holder’s discretion. The Call option rests solely with management of the Company and the mandatory redemption does not necessitate cash payment since the Company has the option to settle in common stock. The Company considered it highly unlikely that it would redeem the shares for cash at maturity. In addition, extinguishment of debt transactions with related parties are considered to be capital transactions.
Revenue Recognition
Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (“Topic 606”), became effective for the Company on January 1, 2018. The Company’s revenue recognition disclosure reflects its updated accounting policies that are affected by this new standard. The Company applied the “modified retrospective” transition method for open contracts for the implementation of Topic 606. As sales are and have been primarily from the sale of products to customers, and the Company has no significant post-delivery obligations, this new standard did not result in a material recognition of revenue on the Company’s accompanying consolidated financial statements for the cumulative impact of applying this new standard. The Company made no adjustments to its previously reported total revenues, as those periods continue to be presented in accordance with its historical accounting practices under Topic 605, Revenue Recognition.
Revenue from the product sales is recognized under Topic 606 in a manner that reasonably reflects the delivery of its products to customers in return for expected consideration and includes the following elements:
| ● | executed contracts with the Company’s customers that it believes are legally enforceable; |
| ● | identification of performance obligations in the respective contract; |
| ● | determination of the transaction price for each performance obligation in the respective contract; |
| ● | allocation the transaction price to each performance obligation; and |
| ● | recognition of revenue only when the Company satisfies each performance obligation. |
8
US NUCLEAR CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2026 and 2025
These five elements, as applied to each of the Company’s revenue categories, are summarized below:
| ● | Product sales - revenue is recognized when the Company performs its obligations under the contracts it has with its customers to deliver products at an agreed upon price and it is generally when the control of the product has been transferred to the customer. |
Payments received before all of the relevant criteria for revenue recognition are satisfied are recorded as customer deposits.
Sales returns and allowances were $
See Notes 10 and 11 for disclosures of revenue disaggregated by geographical area and product line.
Customer Deposits
Customer deposits represent cash paid to the Company by customers before the product has been completed and shipped and are considered fully refundable.
Income Taxes
The Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes. ASC 740 requires a company to use the asset and liability method of accounting for income taxes, whereby deferred tax assets are recognized for deductible temporary differences, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion, or all of, the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.
Under ASC 740, a tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than
Stock-Based Compensation
The Company records stock-based compensation in accordance with FASB ASC Topic 718,” Compensation – Stock Compensation.” FASB ASC Topic 718 requires companies to measure compensation cost for stock-based employee compensation at fair value at the grant date and recognize the expense over the employee’s requisite service period. The Company recognizes in the statement of operations the grant-date fair value of stock options and other equity-based compensation issued to employees and non-employees.
9
US NUCLEAR CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2026 and 2025
Basic and Diluted Earnings Per Share
Earnings per share is calculated in accordance with ASC Topic 260, Earnings Per Share. Basic earnings per share (“EPS”) is based on the weighted average number of common shares outstanding.
Diluted EPS is based on the assumption that all dilutive convertible shares and stock warrants were converted or exercised. Dilution is computed by applying the treasury stock method. Under this method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period.
| Three Months Ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Common Stock | Common Stock | |||||||
| Numerator: | ||||||||
| Net income (loss) | $ | ( | ) | $ | ( | ) | ||
| Preferred stock dividends | ( | ) | ( | ) | ||||
| Net income (loss) attributable to common stockholders | $ | ( | ) | $ | ( | ) | ||
| Denominator: | ||||||||
| Weighted-average shares used to compute net income (loss) per share attributable to common stockholders—basic | ||||||||
| Effect of dilutive securities | ||||||||
| Weighted-average shares used to compute net income (loss) per share attributable to common stockholders—diluted | ||||||||
| Net income (loss) per share attributable to common stockholders—basic | $ | ( | ) | $ | ( | ) | ||
| Net income (loss) per share attributable to common stockholders—diluted | $ | ( | ) | $ | ( | ) | ||
The following have been excluded from the computation of diluted net income (loss) per share attributable to common stockholders as their effect would have been antidilutive:
| Three Months Ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Common Stock | Common Stock | |||||||
| Common stock dividends | ||||||||
| Convertible notes and interest | ||||||||
| Convertible preferred stock | ||||||||
| Warrants | ||||||||
| Total anti-dilutive securities | ||||||||
Segment Reporting
FASB ASC Topic 280, Segment Reporting, requires use of the “management approach” model for segment reporting. The management approach model is based on the way a company’s management organizes segments within the company for making operating decisions and assessing performance. The Company determined it has reportable segments. See Note 10.
10
US NUCLEAR CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2026 and 2025
Related Parties
The Company accounts for related party transactions in accordance with ASC 850, Related Party Disclosures. A party is considered to be related to the Company if the party directly or indirectly or through one or more intermediaries, controls, is controlled by, or is under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. A party which can significantly influence the management or operating policies of the transacting parties or if it has an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests is also a related party.
Reclassifications
Certain prior period amounts were reclassified to conform to the manner of presentation in the current period. These reclassifications had no effect on the net loss or shareholders’ equity.
Recent Accounting Pronouncements
In November 2024, the FASB issued ASU 2024-03, known as the Disaggregation of Income Statement Expenses (DISE) standard (ASC 220-40). This standard requires public business entities (PBEs) to break down certain expense captions in the footnotes to provide investors with a more detailed, transparent view of an entity’s cost structures. The main provisions of ASU 2024-03 require a public entity to disclose on an interim and annual basis (i) the amount of inventory purchased during the period, (ii) total wages, salaries, and benefits, (iii) the depreciation charge for physical assets, (iv) amortization of intangible assets, (v) depletion expenses, (vi) qualitative descriptions of primary items making up un-disaggregated expenses, and (vii) total amount of selling expenses, including what the entity defines as selling expenses. The new guidance is effective for the fiscal years beginning after December 15, 2026. Early adoption is permitted. This ASU will likely result in the required additional disclosures being included in our consolidated financial statements once adopted.
In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. This update simplifies how organizations apply the Current Expected Credit Loss (CECL) model to short-term receivables. It allows all entities to use a practical expedient that eliminates the need to forecast future macroeconomic conditions. The standard is effective for fiscal years beginning after December 15, 2025, including interim periods. The Company adopted the practical expedient in Accounting Standards Update (ASU) 2025-05 as of December 31, 2025. In estimating expected credit losses, the Company has elected to assume that current economic conditions at the balance sheet date remain unchanged over the remaining life of the current accounts receivable and contract assets, rather than estimating future changes in economic conditions.
Note 3 – Inventories
Inventory as of March 31, 2026, and December 31, 2025, consisted of the following:
| 2026 | 2025 | |||||||
| Raw materials | $ | $ | ||||||
| Work in Progress | ||||||||
| Finished goods | ||||||||
| Total inventories | $ | $ | ||||||
As of March 31, 2026, and December 31, 2025, the inventory reserve was $
Note 4 – Property and Equipment
The following are the details of property and equipment as of March 31, 2026, and December 31, 2025:
| 2026 | 2025 | |||||||
| Furniture and fixtures | $ | $ | ||||||
| Leasehold improvements | ||||||||
| Equipment | ||||||||
| Computers and software | ||||||||
| Less accumulated depreciation | ( | ) | ( | ) | ||||
| Property and equipment, net | $ | $ | ||||||
Depreciation expense for the three months ended March 31, 2026, and 2025 was $
11
US NUCLEAR CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2026 and 2025
Note 5 – Investments
MIFTEC
On August 3, 2018, the Company closed an agreement by and among, MIFTEC Laboratories, Inc. (“MIFTEC”), a licensee of Magneto-Inertial Fusion Technologies, Inc., (“MIFTI”), and the Company. MIFTEC is a licensee of MIFTI radionuclide technology. MIFTEC will engage the Company to manufacture equipment pursuant to MIFTEC’s specifications and designs and have the Company as a sales representative for the manufactured equipment. The Company will be the exclusive manufacturer and supplier to MIFTEC of equipment in North America and Asia. In addition, the Company received a
MIFTI
MIFTEC & MIFTI MERGER
On September 10, 2025, MIFTEC Laboratories, Inc. (“MIFTEC”) and Magneto-Inertial Fusion Technologies, Inc. (“MIFTI”) entered into a merger agreement whereby each share of MIFTEC common stock was converted into the right to receive
| Pre-Merger common stock | Post-Merger MIFTI common stock | |||||||
| MIFTI | ||||||||
| MIFTEC | ||||||||
GRAPHETON
On February 5, 2020, the Company entered into a Stock Purchase Agreement (“SPA”) with Grapheton, Inc., a California corporation (“Grapheton”). The transaction was closed on March 12, 2020. Grapheton is a start-up company that focuses on building energy storage devices, known as supercapacitors, from a new material system. The technology utilized by Grapheton has been proven to provide a compelling advantage in microelectrode arrays with superior electrical and electrochemical properties.
Pursuant to the terms of the SPA, the Corporation will acquire a total of
In connection with the SPA, during the second quarter of 2021 the Company received an additional
An additional “true up” issuance of the Company’s common stock to Grapheton may be made on the second anniversary of the closing of the SPA, based on the valuation of the Company’s common stock on that date by a third-party valuator.
The Company currently owns
12
US NUCLEAR CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2026 and 2025
Information regarding Grapheton for the three months ended March 31, 2026, is below:
| Current assets | $ | |||
| Total assets | ||||
| Current liabilities | ||||
| Total liabilities | ||||
| Total stockholders’ equity | ( | ) | ||
| Revenue | $ | |||
| Cost of goods sold | ||||
| Operating expenses | ||||
| Other expenses | ||||
| Net Loss | ( | ) |
The Company evaluated this investment and recorded a loss attributed to equity investment of $
Note 6 – Notes Payable
In connection with the acquisition of assets from ECC the Company issued a note payable to the owner of ECC. The note accrued interest at
On December 26, 2020, a line of credit held by the company had matured and based on the terms of the line of credit agreement was converted to a note payable upon demand. The obligation accrues interest at the rate of $
On September 30, 2024, the Company entered into a Promissory Note with Gold Team Inc., a company owned by the Company’s CEO, in the amount of $
On September 30, 2024, the Company entered into a Promissory Note with Robert Goldstein, the Company’s CEO, in the amount of $
On September 30, 2024, the Company’s previous CFO, Richard Landry, agreed to convert $
On October 29, 2024, the Company entered into a note payable in the amount of $
On October 31, 2024, the Company entered into a note payable in the amount of $
During the twelve months ending December 31, 2024, the Company received $
On December 18, 2025, the Company entered into a note payable in the amount of $
During the twelve months ended December 31, 2025, and 2024, the Company received $
On March 31, 2026, the Company entered into a note payable in the amount of $
The following table summarizes the current and long-term portion of notes payable as of March 31, 2026:
| Total notes payable | ||||
| Less: current portion | ( | ) | ||
| Long term portion, net |
13
US NUCLEAR CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2026 and 2025
Convertible Notes
On April 17, 2024, the Holder of the Company’s convertible Notes issued on May 5, 2022, and October 10, 2022, agreed to extend the maturity dates to December 31, 2024, under Amendment #2 of the Notes. In consideration for extending the maturity dates, the principal balance of Note 1 was increased by $
On December 20, 2024, the Company received $
On December 20, 2024, the Company received $
On October 31, 2025, the Company entered into a two-year promissory note for $
On December 18, 2025, the Company entered into a Promissory Note for $
The following table summarizes certain details related to our outstanding convertible notes:
| March 31, 2026 | ||||||||||||||||||||
| Maturity Date | Principal Amount | Contractual Interest | Stated Interest Rate | Default Interest | Effective Interest Rate | |||||||||||||||
| February 20, 2030 | $ | $ | % | % | % | |||||||||||||||
| February 20, 2030 | $ | $ | % | % | % | |||||||||||||||
| October 31, 2027 | $ | $ | % | % | % | |||||||||||||||
| December 18, 2027 | $ | $ | % | % | % | |||||||||||||||
Demand Notes Payable to Shareholders
Robert Goldstein, the CEO and majority shareholder, has loaned funds to the Company from time to time to cover general operating expenses. These loans are evidenced by unsecured, non-interest-bearing notes, payable upon demand. As of March 31, 2026, and December 31, 2025, the balance owed was $
Michael Hastings, the CFO, has loaned funds to the Company from time to time to cover general operating expenses. These loans are evidenced by unsecured, non-interest-bearing notes, payable upon demand. As of March 31, 2026, and December 31, 2025, the balance owed was $
14
US NUCLEAR CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2026 and 2025
Future maturities of all loans and notes payable as of March 31, 2026, and December 31, 2025, are as follows:
| Years ended December 31, | March 31, 2026 | December 31, 2025 | ||||||
| 2025 | $ | $ | ||||||
| 2026 | ||||||||
| 2027 | ||||||||
| 2028 | ||||||||
| 2029 | ||||||||
| Thereafter | ||||||||
| $ | $ | |||||||
Note 7 – Lines of Credit
As of March 31, 2026, the Company had three lines of credit with a maximum borrowing amount of $
Note 8 – Leases
The Company determines whether a contract is or contains a lease at inception of the contract and whether that lease meets the classification criteria of a finance or operating lease. When available, the Company uses the rate implicit in the lease to discount lease payments to present value; however, most of the Company’s leases do not provide a readily determinable implicit rate. Therefore, the Company must discount lease payments based on an estimate of its incremental borrowing rate which is based on the interest rate of similar debt outstanding.
The Company leases its current facilities from Gold Team Inc., a company owned by the Company’s CEO, which owns both the Canoga Park, CA and Milford, Ohio locations.
The lease expense for the three months ended March 31, 2026, and 2025 was $
15
US NUCLEAR CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2026 and 2025
Note 9 – Shareholders’ Equity
Common stock
During the three months ended March 31, 2026, the Company did not issue any common stock.
During the three months ended March 31, 2025, the Company issued:
| ● |
| ● |
| ● |
| ● |
Convertible Preferred Stock, Series A
On November 27, 2024, the Company amended its Articles of Incorporation to authorize Series A Convertible Preferred Stock. The number of shares constituting such Series A Preferred Stock shall be
During the three months ended March 31, 2026, the Company did not issue any preferred stock.
During the three months ended March 31, 2025, the Company issued:
| ● |
| ● |
| ● |
| ● |
As of March 31, 2026, the Company has accrued an aggregate of $
16
US NUCLEAR CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2026 and 2025
Additional Paid in Capital
During the three months ending March 31, 2026, and 2025, the Company recorded $0 and $394,999, respectively to additional paid in capital in recognition of the fair value of warrants issued for services.
Warrants
On January 1, 2025, the Company issued two identical cashless warrant agreements for advisory services, entitling each holder to acquire up to
On June 6, 2025, the Company issued
On September 1, 2025, the Company issued five identical cashless warrant agreements for services, entitling each holder to acquire an aggregate of
The Company’s warrants are classified as equity, and their value is carried in the additional paid-in capital account in the stockholders’ equity section of the balance sheet.
| Weighted | ||||||||||||||||
| Weighted | Average | |||||||||||||||
| Average | Remaining | Aggregate | ||||||||||||||
| Warrants | Exercise | Contractual | Intrinsic | |||||||||||||
| Outstanding | Price | Life | Value | |||||||||||||
| Outstanding, December 31, 2024 | $ | $ | ||||||||||||||
| Granted | ||||||||||||||||
| Forfeited | ) | |||||||||||||||
| Exercised | ) | |||||||||||||||
| Outstanding, December 31, 2025 | $ | $ | ||||||||||||||
| Granted | ||||||||||||||||
| Forfeited | ||||||||||||||||
| Exercised | ||||||||||||||||
| Outstanding, March 31, 2026 | $ | $ | ||||||||||||||
| Exercisable, March 31, 2026 | $ | $ | ||||||||||||||
The following table summarizes information about outstanding and exercisable warrants as of March 31, 2026.
| Outstanding and Exercisable | |||||
| Number of Warrants | Exercise Price | ||||
| $ | |||||
| $ | |||||
17
US NUCLEAR CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2026 and 2025
Note 10 – Segment Reporting
ASC Topic 280, “Segment Reporting,” requires use of the “management approach” model for segment reporting. The management approach model is based on the way a company’s management organizes segments within the company for making operating decisions and assessing performance. The Company has reportable segments: Optron and Overhoff. Optron is located in Canoga Park, California and Overhoff is located in Milford, Ohio. The assets and operations of the Company’s acquisition of the assets of Electronic Control Concepts are included with Overhoff in the table below.
Although the reportable segments use similar production processes for the Company’s hardware and software products and services, each one is managed separately to better align with the type of product manufactured. Our Optron facility produces radiation monitors, while the Overhoff facility manufactures tritium monitors. Both facilities offer calibration and repair services to the respective monitor systems or devices.
The following tables summarize the Company’s segment information for the years ended March 31, 2026, and 2025:
| March 31, | ||||||||
| 2026 | 2025 | |||||||
| Sales | ||||||||
| Optron | $ | $ | ||||||
| Overhoff | ||||||||
| Corporate | ||||||||
| $ | $ | |||||||
| Gross profit | ||||||||
| Optron | $ | $ | ||||||
| Overhoff | ||||||||
| Corporate | ||||||||
| $ | $ | |||||||
| Income (loss) from operations | ||||||||
| Optron | $ | $ | ( | ) | ||||
| Overhoff | ( | ) | ||||||
| Corporate | ( | ) | ( | ) | ||||
| $ | ( | ) | $ | ( | ) | |||
| Interest Expenses | ||||||||
| Optron | $ | $ | ||||||
| Overhoff | ||||||||
| Corporate | ||||||||
| $ | $ | |||||||
| Net income (loss) | ||||||||
| Optron | $ | $ | ( | ) | ||||
| Overhoff | ( | ) | ||||||
| Corporate | ( | ) | ( | ) | ||||
| $ | ( | ) | $ | ( | ) | |||
18
US NUCLEAR CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2026 and 2025
| As of March 31, | ||||||||
| 2026 | 2025 | |||||||
| Total Assets | ||||||||
| Optron | $ | $ | ||||||
| Overhoff | ||||||||
| Corporate | ||||||||
| $ | $ | |||||||
| Goodwill | ||||||||
| Optron | $ | $ | ||||||
| Overhoff | ||||||||
| Corporate | ||||||||
| $ | $ | |||||||
Note 11 – Geographical Sales
Net geographical sales are based on the location of customers of both reportable segments. Operating income for each geographic segment consists of net sales to third parties. The geographical information provided to the Company’s chief operating decision maker for the purpose of making decisions and assessing segment performance excludes asset information.
The geographical distribution of the Company’s sales for the three months ended March 31, 2026, and 2025 is as follows:
| 2026 | 2025 | |||||||
| Geographical sales | ||||||||
| North America | $ | $ | ||||||
| Asia | ||||||||
| South America | ||||||||
| Other | ||||||||
| $ | $ | |||||||
Note 12 – Concentrations
For the three months ending March 31, 2026, two customers accounted for
For the three months ended March 31, 2025, two customers accounted for
No vendors accounted for more than 10% of the Company’s purchases for the three months ended March 31, 2026, and 2025.
Note 13 – Related Party Transactions
The Company leases its current facilities month-to-month from Gold Team Inc., a company principally owned by the Company’s CEO, which owns both Canoga Park, CA and Milford, Ohio locations. Rent expense for the three months ended March 31, 2026, and 2025 was $
During the three months ending March 31, 2026, the Company received an aggregate of $
On December 1, 2025, the Board of Directors approved monthly salaries to its Chief Executive Officer and Chief Financial Officer for $
19
US NUCLEAR CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2026 and 2025
On September 30, 2025, the Company’s CEO converted a $
On September 30, 2025, Gold Team Inc., a company principally owned by the Company’s CEO, converted a $
Note 14 – Subsequent Events
Management has evaluated subsequent events pursuant to the requirements of ASC Topic 855, from the balance sheet date through the date the financial statements were available to be issued and has determined that no material subsequent events exist other than the following:
On April 10, 2026, the Company entered into a note payable in the amount of $
On April 16, 2026, Michael Pope notified the Company of his decision to resign as a member of the Board of Directors of the Company. Mr. Pope’s decision to resign was to pursue other opportunities and did not result from any disagreement with the Company regarding any matter relating to our operations, policies, or practices.
On June 23, 2026, the Company received $
On July 1, 2026, the Company received Notices of Default on its two Demand Line of Credit Notes dated December 5, 2011, with US Bank. The principal and interest became due and payable on June 30, 2026, and as of July 1, 2026, the interest rate will accrue at the default rate of
On July 16, 2026, the Company issued a promissory note payable to a third party in the principal amount of $
Conversion terms
| ● | MIFTI Share Purchase Option: The lender maintains the right to purchase |
| ● | Company Stock Conversion Option: The lender maintains the right to settle the outstanding note obligation in exchange for |
On August 4, 2026, the Company received $
On August 12, 2026, the Company entered into a note payable in the amount of $
On August 31, 2026, the Company entered into a Multi-party Netting and Offset Agreement whereby certain related party transactions resulting from various agreements, transactions, loans, accounts payable, accounts receivable, and other obligations have been settled. The following reflects the amounts settled/netted between parties.
20
US NUCLEAR CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2026 and 2025
Related Party Loans1
| LENDER | BORROWER | AMOUNT AS OF 8/31/2026 | ||||
| Cali From Above | Overhoff | |||||
| Overhoff Technology | Averox | ( | ) | |||
| Optron Scientific | Averox | ( | ) | |||
| Cali From Above | Optron | |||||
| Averox | US Nuclear | |||||
| Electronic Control Concepts | Averox | ( | ) | |||
| Total, Due to Cali From Above | ||||||
| Total, Due from Averox | ( | ) | ||||
| Offset against Shareholder Loans Owed to Robert Goldstein | ( | ) | ||||
Shareholder Loans
| LENDER | BORROWER | AMOUNT AS OF 8/31/2026 | ||||
| Goldstein | Overhoff Technology | |||||
| Goldstein | Optron Scientific | |||||
| US Nuclear | Goldstein | ( | ) | |||
| Electronic Control Concepts | Goldstein | ( | ) | |||
| Total, Due to Goldstein | ||||||
| Offset | ( | ) | ||||
| Balance, Due to Goldstein | ||||||
| 1 |
On September 16, 2026, the Company issued a promissory note payable to a third party in the principal amount of $
The note contains multiple settlement and conversion options available to the lender at maturity, in lieu of a cash settlement:
| ● | MIFTI Share Purchase Option: The lender maintains the right to purchase |
On September 30, 2026, the Company and a note holder agreed to amend the $
Effective October 1, 2026, the Company and its shareholders have agreed to amend the rights of the holders of Series A Preferred Stock so that the percentage of common stock to which such holders are entitled shall be reduced from twelve percent (12%) to nine percent (9%) so that each holder of Series A Preferred Stock shall be entitled to receive an annual dividend, payable quarterly, equal to either (a) six percent (6%) of such holder’s Stated Value, payable in cash, or (b) nine percent (9%) of such holder’s Stated Value, payable in shares of common stock.
21
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to help the reader understand US Nuclear Corp, our operations and our present business environment. MD&A is provided as a supplement to—and should be read in conjunction with—our consolidated financial statements and the accompanying notes included in this Quarterly Report on Form 10-Q. The audited financial statements for our fiscal year ended December 31, 2024, filed with the Securities Exchange Commission on Form 10-K on June 25, 2025, should be read in conjunction with the discussion below. This discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results may differ materially from those anticipated in these forward-looking statements. In the opinion of management, all material adjustments necessary to present fairly the results of operations for such periods have been included in these unaudited financial statements.
We were incorporated in Delaware on February 14, 2012, and on March 2, 2012, we filed a registration statement on Form 10 to register with the U.S. Securities and Exchange Commission as a public company. We were originally organized as a vehicle to investigate and, if such investigation warrants, acquire a target company or business seeking the perceived advantages of being a publicly held corporation.
Since our acquisition of Overhoff Technology in 2006, we have had discussions with other companies in our industry for an acquisition. While we targeted Overhoff due to its unique position in the tritium market, we had not commenced an acquisition since our Overhoff Technology acquisition; we believe in part the reason was due to lack of additional capital, our status as a privately held entity at the time, and focus on developing our own products. We will seek out companies whom our management believes will provide value to our customers and will complement our business. We will focus on diversifying our product line into a larger range so that our customers and vendors may have a more expansive experience in type, choice, options, price and selection. We also believe that with a more diverse product line we will become more competitive as our industry is intensely competitive.
Generally, our product concentration places a heavy reliance on our Overhoff Technology division. During the three months ending March 31, 2026, we derived 61% of our total revenues from sales made by Overhoff. Our international revenues were 42% of our total revenue during the three months ended March 31, 2026. We expect this to increase over time as we continue to field new order inquiries and engage new customers overseas. We believe that South Korea and China will likely be a larger contributor to revenue within the next few years. While we maintain steady growth domestically, the international side of our business may be a larger component as nuclear technology and rapid development for clean energy grows abroad. Additionally, the Company relies on continued growth and orders from CANDU reactors (Canada Deuterium Uranium), and rapid development of the next generation of nuclear reactors called Molten Salt Reactors, (MSR) and Liquid-Fluoride Thorium Reactors (LFTR), all of which purchase tritium detection and monitor products. There can be no assurances as to our growth projections and our risk profile as we depend upon increased foreign customers for business.
For the next twelve months, we anticipate we will need approximately $5,000,000 in additional capital to fund our business plans. If we do not raise the required capital, we may not meet our expenses and there can be no assurance that we will be able to do so and if we do, we may find the cost of such financing to be burdensome on the Company. Additionally, we may not be able to execute on our business plans due to unforeseen market forces such as lower natural gas prices, difficulty attracting qualified executive staff, general downturn in our sector or by competition as we operate in an extremely competitive market for all of our product offerings.
Robert I. Goldstein, our President, Chief Executive Officer and Chairman of the Board of Directors also maintains a position as President of Gold Team Inc., a Delaware company that invests in industrial real estate properties for investment purposes. He holds an 8% interest in Gold Team Inc. and spends approximately 5 hours per week on affairs related to Gold Team Inc. The Company leases its current facilities from Gold Team Inc., which owns both the Canoga Park, CA and Milford, Ohio properties.
22
On May 31, 2016, we entered into an Asset Purchase Agreement with Electronic Control Concepts (“ECC”) whereby the Company purchased certain tangible and intangible assets of ECC. ECC is a small manufacturer of test and maintenance meters for x-ray machines both medical and industrial. We acquired ECC to give a boost to our current x-ray related product and hospital/medical product sales.
On March 3, 2023, the Company divested itself of its wholly owned subsidiary, Cali From Above, through a Membership Interest Purchase Agreement with the Company’s President and Chief Executive Officer, Robert Goldstein. Consideration received by the Company was 65,000,000 shares of Averox, Inc. (OTC:AVRI), resulting in the Company owning 26% of the issued and outstanding shares of common stock of AVRI. The Company and Cali From Above also signed a Cooperation Agreement whereby the Company holds exclusive sourcing and manufacturing rights for Cali From Above products, thus making Cali From Above a new customer of the Company.
Results of Operations
For the three months ended March 31, 2026, compared to the three months ended March 31, 2025:
| Three Months Ended March 31, | Change | |||||||||||||||
| 2026 | 2025 | $ | % | |||||||||||||
| Sales | $ | 352,209 | $ | 476,705 | $ | (124,496 | ) | -26.1 | % | |||||||
| Cost of goods sold | 197,214 | 127,788 | 69,426 | 54.3 | % | |||||||||||
| Gross profit | 154,995 | 348,917 | (193,922 | ) | -55.6 | % | ||||||||||
| Selling, general and administrative expenses | 300,898 | 872,797 | (571,899 | ) | -65.5 | % | ||||||||||
| Loss from operations | (145,903 | ) | (523,880 | ) | 377,977 | -72.1 | % | |||||||||
| Other expense | (41,183 | ) | (36,352 | ) | (4,831 | ) | 13.3 | % | ||||||||
| Loss before provision for income taxes | (187,086 | ) | (560,232 | ) | 373,146 | -66.6 | % | |||||||||
| Provision for income taxes | - | - | - | |||||||||||||
| Net loss | $ | (187,086 | ) | $ | (560,232 | ) | $ | 373,146 | -66.6 | % | ||||||
Sales for the three months ended March 31, 2026, were $352,209 compared to $476,705 for the same period in 2025. The decrease of $124,496 or 26.1% is largely a result of a decrease in sales at our Overhoff subsidiary of $135,369 offset by an increase in sales at our Optron facility of $10,873. Sales from period to period are also dependent on the mix of products and services sold during the period. The geographic breakdown in sales during the three months ending March 31, 2026, is as follows:
North America 57.76%
Asia (Including Japan) 8.54%
Other 33.7%
Our gross margins for the three months ended March 31, 2026, were 44.01% as compared to 73.19% for the same period in 2025. Gross margins decreased for the three months ending March 31, 2026, by $193,922. This compression was primarily driven by an approximate $65,000 increase in indirect labor costs allocated to manufacturing overhead during the current quarter, which resulted in unfavorable production cost absorption. The remaining variance was driven by a shift in revenue mix between lower-margin services and higher-margin products, as well as inflationary fluctuations in raw material costs.
Selling, general and administrative expenses for the three months ended March 31, 2026, were $300,898 compared to $872,797 for the same period in 2025. The decrease of $571,899 or 65.5% was principally due to $451,099 in stock-based compensation as well as decreases in professional fees and commissions. Stock based compensation is issued for advisory services and as an incentive to consultants to increase revenues through the acquisition of new customers.
Other expense for the three months ended March 31, 2026, was $41,183 compared to $36,352 for the same period in 2025 and reflects interest expense incurred during the period.
23
Liquidity and Capital Resources
Our operations have historically been financed by our majority shareholder and more recently from proceeds from the sale of our common stock. As funds were needed for working capital purposes, our majority shareholder would loan us the needed funds. We anticipate funding the growth of our business through the sales of additional shares of our common stock and loans from our majority stockholder if necessary.
Total assets decreased by $282,934 to $1,638,950 at March 31, 2026, compared to $1,921,883 at December 31, 2025. This decrease was primarily driven by lower accounts receivable balances and a reduction in inventories.
Total liabilities decreased by $56,553 to $2,379,021 at March 31, 2026, compared to $2,435,574 at December 31, 2025. This net decrease was primarily driven by reductions in customer deposits, accounts payable, and notes payable, which were partially offset by increases in accrued liabilities, accrued officer compensation, and credit facility borrowings.
Net cash used in operating activities for the three months ended March 31, 2026, was $126,563 compared to $92,486 for the same period in 2025. The change in cash used in operations was principally due to changes in inventory, accounts receivable, accounts payable, and customer deposit working capital accounts.
Net cash used in investing activities was $0 for both the three months ended March 31, 2026, and March 31, 2025.
Net cash provided by financing activities for the three months ended March 31, 2026, was $59,102 compared to $30,135 for the same period in 2025. The increase in cash from financing activities was primarily driven by increases to borrowing under our lines of credit and notes payable, offset by a reduction in proceeds from the sale of common stock.
Critical Accounting Policies
Our financial statements and related public financial information are based on the application of accounting principles generally accepted in the United States (“US GAAP”). US GAAP requires the use of estimates; assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenues and expenses amounts reported. These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risk and financial condition. We believe our use of estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions. We continue to monitor significant estimates made during the preparation of our financial statements.
We believe our use of estimates and underlying accounting assumptions adhere to GAAP and are consistently applied. Our significant accounting policies are summarized in Note 2 to our consolidated financial statements.
24
Income Taxes
The Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes. ASC 740 requires a company to use the asset and liability method of accounting for income taxes, whereby deferred tax assets are recognized for deductible temporary differences, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion, or all of, the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.
Under ASC 740, a tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. The adoption had no effect on the Company’s consolidated financial statements.
Off-Balance Sheet Arrangements
We have not entered into any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
None
Item 4. Controls and Procedures.
Evaluation of disclosure controls and procedures
Under the supervision and with the participation of our management, including our principal executive officer and the principal financial officer, we are responsible for conducting an evaluation of the effectiveness of the design and operation of our internal controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as of the end of the fiscal quarter covered by this report. Disclosure controls and procedures means that the material information required to be included in our Securities and Exchange Commission (“SEC”) reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms relating to our company, particularly during the period when this report was being prepared. Based on this evaluation, our principal executive officer and principal financial officer concluded as of the evaluation date that our disclosure controls and procedures were not effective as of March 31, 2026.
Changes in internal controls
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, performed an evaluation to determine whether any change in our internal controls over financial reporting occurred during the three-month period ended March 31, 2026. Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that no change occurred in the Company’s internal controls over financial reporting during the three months ended March 31, 2026, that has materially affected, or is reasonably likely to materially affect, the Company’s internal controls over financial reporting.
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
There are not presently any material pending legal proceedings to which the Company is a party or as to which any of its property is subject, and no such proceedings are known to the Company to be threatened or contemplated against it.
Item 1A. Risk Factors
See our Form 10K filed on June 23, 2026, for Risk Factors.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
On January 7, 2025, the Company issued 2,580,460 common shares for debt and interest for a value of $154,828, or $0.06 per share.
On January 16, 2025, the Company issued 650,000 shares to its CFO as compensation for services for a value of $50,700, or $0.078 per share.
On January 16, 2025, the Company issued 200,000 shares to a consultant for services for a value of $14,000, or $0.07 per share.
On January 24, 2025, the Company issued 1,786,966 common shares for debt and interest for a value of $107,218, or $0.06 per share, and the note was considered paid in full.
On March 6, 2025, the Company issued 1,000,000 common shares for $50,000 cash, or $0.05 per share. On March 19, 2025, the Company issued an additional 834,000 common shares in error, related to the March 6, 2025 transaction, and the Company is working with the transfer agent to cancel the shares.
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Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information.
Item 6. Exhibits.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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 Nuclear Corp | ||
| By: | /s/ Robert Goldstein | |
| President, Chief Executive Officer, Chairman of the Board of Directors | ||
| By: | /s/ Michael Hastings | |
| Chief Financial Officer and Director | ||
| Date: October 13, 2026 | ||
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