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

~~July~~September 26, 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)~~

(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))

☐	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 25.0402 ~~Triggering~~Departure ~~Events~~of ~~That~~Directors ~~Accelerate~~ or ~~Increase~~Certain aOfficers; ~~Direct~~Election ~~Financial~~of ~~Obligation~~Directors; orAppointment anof ~~Obligation~~Certain ~~under~~Officers; anCompensatory ~~Off-Balance~~Arrangements ~~Sheet~~of ~~Arrangement~~Certain Officers.

On ~~November~~September 26, ~~2023~~2024, the board of directors of US Lighting Group, Inc. (~~“we” and~~the “~~our~~Company”) ~~issued~~appointed aJoseph ~~promissory~~Matozzo ~~note to 1800 Diagonal Lending LLC~~ (“~~1800~~Mr. ~~Diagonal~~Matozzo”) inas ~~the~~chief ~~original principal~~executive ~~amount~~officer of ~~$120,750 (~~the ~~“note”)~~Company. inMr. ~~connection~~Matozzo has ~~with~~extensive aexperience ~~loan.~~as ~~The~~a ~~note~~chief ~~provided~~executive ~~for~~officer ~~monthly~~with ~~payments~~expertise ofin ~~principal~~ operational and ~~interest~~infrastructure ofdevelopment. ~~$15~~In December 2023,~~027.~~ he ~~1800~~began ~~Diagonal~~providing ~~subsequently~~CEO ~~agreed~~consulting toservices ~~reduced~~through ~~payments~~Joseph ofMatozzo ~~$7,500~~Fractional aExecutive ~~month~~Services. ~~However,~~From weJune ~~failed~~2021 to ~~make~~October ~~the~~2023, ~~June~~Mr. Matozzo ~~payment~~served as the director of cargo and ona ~~July~~20% 2stockholder for Emery Air, ~~2024~~LLC, ~~1800~~in ~~Diagonal~~Rockford, ~~elected~~Illinois, towhere ~~convert~~he ~~$10~~managed sales,~~000~~ ofcorporate ~~the~~strategy, operations, ~~amount~~human weresources, ~~owe~~and onaccounting ~~the~~and ~~note~~finance ~~into~~for ~~shares~~a of$125 ~~our~~million ~~common stock~~business. ~~1800~~ ~~Diagonal~~He ~~called~~remains a ~~default~~member ~~under~~of the ~~note~~Emery ~~due~~Air, toLLC ~~our~~board. From ~~failure~~December 2017 to ~~make~~May 2020, he served on the ~~June~~board ~~payment~~of directors and ~~applied~~as ~~penalties~~vice topresident ~~the~~of ~~amount~~operations ~~outstanding~~of Total Airport Services, where ~~and~~he ~~demanded~~was ~~payment~~general inmanager ~~full.~~from ~~After~~June ~~the~~to ~~application~~December of2017. ~~the~~At ~~penalties~~Total ~~and~~Airport ~~conversion~~Services ofhe ~~$10,000,~~developed ~~1800~~a ~~Diagonal~~business ~~claims~~model ~~that~~to ~~there~~accumulate isrevenue of $~~68,910~~650 ~~outstanding~~million. ~~under~~Prior ~~the~~to ~~note.~~that, Wehe dowas ~~not~~the ~~have~~owner ~~available~~and ~~cash~~CEO toof ~~pay~~Matozzo ~~the~~Industries ~~accelerated~~Inc., ~~note~~an ~~balance~~organization ~~and~~with ~~expect~~ownership ~~that~~across ~~1800~~multiple ~~Diagonal~~industries and ~~may~~a ~~convert additional~~global ~~amounts~~presence. ~~under~~Mr. ~~the~~Matozzo ~~note~~was ~~into~~responsible ~~shares~~for ofbusiness ~~our~~strategy ~~common~~development, ~~stock~~which ~~and~~created ~~sell~~6,600 ~~those~~employees ~~shares~~and sold in ~~the~~2018 ~~public~~for an ~~market~~undisclosed amount.

~~Item~~We 3believe that Mr.02 ~~Unregistered~~Matozzo ~~Sales~~brings ofsignificant ~~Equity~~value ~~Securities~~to the Company as a seasoned strategic leader with extensive experience building strong foundations for successful multi-million-dollar enterprises. Mr. Matozzo has a bachelor’s degree in business and finance from La Salle University. He is 62 years old.

Please see the disclosure under Item 2.04 above describing 1800 Diagonal’s conversion of $10,000 of the note balance into shares of our unregistered common stock on July 2, 2024. Upon an event of default under the note, 1800 Diagonal may convert amounts outstanding under the note into shares of our stock at a conversion price equal to 61% of the lowest trading price of the stock during the ten trading days before the conversion date. The July 2 conversion price was $0.00976 per share and 1800 Diagonal received 1,024,590 shares upon conversion of the $10,000 note balance. The issuance of our shares to 1800 Diagonal was exempt from registration under Section 4(a)(2) of the Securities Act of 1933.

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 July 9, 2024	/s/ Michael A. Coates
Dated September 16, 2024	/s/ Michael A. Coates
	By Michael A. Coates
	Chief Financial Officer

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