U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2025

☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 000-54617

(Exact name of registrant as specified in its charter)

Delaware		45-4535739
State or other jurisdiction of		(I.R.S. Employer
Incorporation or organization		Identification No.)

7051 Eton Avenue

Canoga Park, CA 91303

(Address of principal executive offices)

(818) 883-7043

(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 ☒ No ☐

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). Yes ☒ No ☐

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	☐
Non-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
Common		UCLE		OTC:Expert

The number of shares of the Registrant’s common stock outstanding as of October 23, 2025, was 60,077,263.

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	21
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

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

US NUCLEAR CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

	June 30,			December 31,
	2025			2024
	(unaudited)			(audited)
ASSETS
CURRENT ASSETS
Cash	$	46,285		$	130,840
Accounts receivable, net		38,533			351,398
Note receivable		40,916			41,916
Inventories		1,804,143			1,536,014
Prepaid expenses and other current assets		-			10,000
TOTAL CURRENT ASSETS		1,929,877			2,070,168

Property and equipment, net		1,244			1,964
Investments		4,539			4,539
Goodwill		570,176			570,176
TOTAL ASSETS	$	2,505,836		$	2,646,847

LIABILITIES AND SHAREHOLDERS’ EQUITY

CURRENT LIABILITIES
Accounts payable	$	279,511		$	256,276
Accrued liabilities		1,166,065			1,025,954
Accrued compensation – officers		13,000			13,000
Customer deposit		302,472			423,548
Notes payable		152,758			169,624
Convertible notes payable, net of debt discount		-			405,403
Note payable to shareholder		126,512			92512
Line of credit		410,948			311,273
TOTAL CURRENT LIABILITIES		2,451,266			2,697,590

LONG-TERM LIABILITIES
Notes payable		805,272			805,422
TOTAL LONG-TERM LIABILITIES		805,272			805,422

COMMITMENTS & CONTINGENCIES		-			-

TOTAL LIABILITIES		3,256,538			3,503,012

SHAREHOLDERS’ EQUITY:
Common stock, $0.0001 par value; 100,000,000 shares authorized, 59,942,263 and 52,712,778 shares issued and outstanding		5,995			5,271
Common shares to be issued (572,660 shares)		247,386			45,813
Preferred stock, Series A, $0.0001 par value, 10,000 shares authorized, 2,006 and -0-, issued and outstanding		201			-
Preferred shares, Series A to be issued		-			2,006,000
Additional paid in capital		19,556,656			16,763,076
Accumulated deficit		(20,560,940	)		(19,676,325	)
TOTAL SHAREHOLDERS’ EQUITY		(750,702	)		(856,165	)
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	2,505,836		$	2,646,847

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

US NUCLEAR CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2025			2024			2025			2024

Sales	$	447,071		$	502,568		$	923,776		$	1,130,318
Cost of sales		197,739			244,127			325,527			518,108
Gross profit		249,332			258,441			598,249			612,210

Operating expenses
Selling, general and administrative expenses		405,457			621,641			1,278,255			1,119,839
Total operating expenses		405,457			621,641			1,278,255			1,119,839

Loss from operations		(156,125	)		(363,200	)		(680,006	)		(507,629	)

Other income (expense)
Interest expense		(27,674	)		(92,149	)		(64,026	)		(129,352	)
Incentive expense		(24,000	)		-			(24,000	)
Other income		-			(77	)		-			19,577
Total other income (expense)		(51,674	)		(92,226	)		(88,026	)		(109,775	)

Income/(Loss) before provision for income taxes		(207,799	)		(455,426	)		(768,031	)		(617,404	)

Provision for income taxes		-			-						-
Net income/(loss)	$	(207,799	)	$	(455,426	)	$	(768,031	)	$	(617,404	)

Preferred stock dividends		(46,032	)		-			(117,259	)		-

Net income/(loss) attributed to common stockholders	$	(253,831	)	$	(455,426	)	$	(885,290	)	$	(617,404	)

Weighted average shares outstanding - basic and diluted		47,913,673			45,498,061			60,035,320			44,012,115

Loss per shares - basic and diluted	$	(0.01	)	$	(0.01	)	$	(0.01	)	$	(0.01	)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

US NUCLEAR CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

(unaudited)

	Common Stock				Common Stock			Additional Paid-in			Accumulated			Total Shareholders’
	Shares		Amount		Payable			Capital			Deficit			Equity
Balance, December 31, 2023		40,173,778	$	4,017	$	126,000		$	16,454,048		$	(18,566,684	)	$	(1,982,619	)
Issuance of common stock for services		1,250,000		125		-			50,385			-			50,510
Issuance of common stock for debt and interest		1,168,000		117		-			69,963			-			70,080
Deemed dividend for down-round provision in warrants		-		-		-			-			-			-
Common shares to be issued for services		1,800,000		180		(126,000	)		125,820			-			-
Additional BCF discount for down-round provision on notes		-		-		-			146,799			-			146,799
Adoption of ASC 2020-06		-		-		-			(751,809	)		704,731			(47,078	)
Net loss		-		-		-			-			(161,978	)		(161,978	)
Balance, March 31, 2024		44,391,778	$	4,439	$	-		$	15,948,407		$	(18,023,931	)	$	(2,071,085	)
Issuance of common stock for services		1,700,000		170		-			153,631			-			153,801
Issuance of common stock for debt and interest		1,334,000		133		-			59,907			-			60,040
Net loss		-		-		-			-			(455,426	)		(455,426	)
Balance, June 30, 2024		47,425,778		4,742		-			16,161,945			(18,479,357	)		(2,312,670	)

	Common Stock								Preferred Stock Series A
	Common Shares			Amount			Common Stock Payable		Preferred Shares		Amount		Preferred Stock Payable			Additional Paid-In Capital			Treasury Shares			Accumulated Deficit			Total Shareholders’ Equity
Balance, December 31, 2024		52,712,778		$	5,271		$	-		-	$	-		2,006,000		$	16,763,076		$	-		$	(19,676,325	)	$	(856,165	)
Issuance of common stock for services		850,000			85			-		-		-		-			56,015			-			-			50,510
Issuance of common stock for debt and interest		4,367,426			437			-		-		-		-			262,019			-			-			262,456
Issuance of common stock for cash		1,000,000			100			-		-		-		-			49,900			-			-			50,000
Preferred shares issued		-			-			-		2,006		201		(2,006,000	)		2,005,799			-			-			-
Preferred stock dividends, payable in common shares		-			-			41,549		-		-		-			-			-			(41,549	)		-
Preferred stock dividends, payable in cash		-			-			-		-		-		-			-			-			(29,678	)		(29,678	)
Net loss		-			-			-		-		-		-			-			-			(560,232	)		(560,232	)
Balance, March 31, 2025		58,930,204		$	5,893		$	87,362		2,006	$	201		-		$	19,531,808		$	-		$	(20,307,785	)	$	(682,520	)
Issuance of common stock for debt and interest		-			-			144,000		-		-		-			-			-			-			144,000
Cashless exercise of warrants		1,147,059			115			-		-		-		-			(115	)		-			-			-
Preferred stock dividends, payable in common shares		-			-			16,024		-		-		-			-			-			(16,024	)		-
Preferred stock dividends, payable in cash		-			-			-		-		-		-			-			-			(30,008	)		(30,008	)
Warrants issued for debt		-			-			-		-		-		-			8,334			-			-			8,334
Warrants issued for services																	716						-			716
Incentive expense on convertible debt		-			-			-		-		-		-			24,000			-			-			24,000
Retroactive correction to value of shares issued for debt and interest		-			-			-		-		-		-			(411	)		-			-			(411	)
Repurchase of common shares		(135,000	)		(13	)		-		-		-		-			(8,087	)		(7,425	)		675			(7,425	)
Net loss		-			-			-		-		-		-			-			-			(207,799	)		(207,799	)
Balance, June 30, 2025		59,942,263		$	5,995		$	247,386		2,006	$	201		-		$	19,556,656		$	(7,425	)	$	(20,560,940	)	$	(750,702	)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

US NUCLEAR CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

	Six Months Ended
	June 30,
	2025			2024

OPERATING ACTIVITIES
Net loss	$	(768,031	)	$	(617,404	)
Adjustment to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		720			788
Issuance of common stock for services		451,815			204,311
Issuance of common stock for debt		8,333			-
Financing costs		-			70,000
Incentive expense		24,000			-
Loss on deconsolidation		-			-

Changes in operating assets and liabilities:
Accounts receivable		312,865			62,244
Note receivable		1,000			-
Inventories		(268,129	)		(47,484	)
Prepaid		10,000			-
Accounts payable		23,236			7,739
Accounts payable - related parties		-			96,000
Accrued liabilities		79,155			(30,567	)
Accrued compensation - officers		-			50,000
Deferred revenue		(121,077	)		15,342
Customer deposits		-			-
Net cash used in operating activities		(246,113	)		(189,031	)

INVESTING ACTIVITIES
Employee advance		-			(10,000	)
Note receivable		-			(8,081	)
Net cash used in investing activities					(18,081	)

FINANCING ACTIVITIES
Net borrowings (repayments) under lines of credit		102,000			5,297
Proceeds from issuance of note payable shareholder		133,000			383,100
Repayments of note payable shareholder		(99,000	)		(119,568	)
Proceeds from notes payable		50,000			-
Repayments of notes payable		(67,017	)		(76,708	)
Treasury stock		(7,425	)		-
Proceeds from issuance of common stock		50,000			-
Net cash provided by financing activities		161,558			192,121

NET INCREASE (DECREASE) IN CASH		(84,555	)		(14,991	)

CASH
Beginning of period	$	130,840		$	152,840
End of period	$	46,285		$	137,849

Supplemental disclosures of cash flow information
Taxes paid	$	-		$	-
Interest paid	$	32,411		$	9,662

Non-cash disclosures:
Stock option expense	$	716		$	-
Common stock issued for conversion of debt and interest	$	262,456		$	130,120
Preferred stock dividends payable	$	57,573		$	-

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

US NUCLEAR CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2025 AND 2024

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 February 14, 2012.

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, 2024, and notes thereto included in the Company’s annual report on Form 10-K filed on June 25, 2025. 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 $768,031 for the six months ended June 30, 2025, and had an accumulated deficit of $20,560,940 as of June 30, 2025, which raises substantial doubt about its ability to continue as a going concern.

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 some 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.

US NUCLEAR CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2025 and 2024

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 no cash equivalents as of June 30, 2025, and December 31, 2024.

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 June 30, 2025, and December 31, 2024 were $6,590 and $6,590, respectively.

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 June 30, 2025, and December 31, 2024, the Company recorded $37,351 and $37,351, respectively, in allowance for slow moving or obsolete inventory. The Company periodically assessed its inventory for slow moving and/or obsolete items. If any are identified an appropriate allowance for those items is made and/or the items are deemed to be impaired.

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. Depreciation of equipment is provided using the straight-line method for substantially all assets with estimated lives as follows:

Furniture and fixtures		5 years
Leasehold improvement		Lesser of lease life or economic life
Equipment		5 years
Computers and software		5 years

US NUCLEAR CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2025 and 2024

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 June 30, 2025, and December 31, 2024, the Company believes there was no 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 June 30, 2025, and December 31, 2024, the Company performed the required impairment analysis, resulting in no impairment adjustments. Significant estimates used in the goodwill impairment analysis may change in the upcoming year if revenues do not rebound and the cost of materials continues to increase.

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 20% or more, but less than 50% on the equity method in accordance with ASC 323.

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 six months ended June 30, 2025, and December 31, 2024, there were no derivative liabilities associated with our convertible notes payable.

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 10,000 shares of Series A Convertible Preferred Stock, each share convertible into 10,000 shares of the Company’s common stock. The preferred stock carries a dividend rate of 6% per annum, payable quarterly within 90 days of the applicable quarter, and 1,200 shares of common stock for each share of Series A titled to each holder. At any time after January 31, 2026, the Company has the right, but is not obligated, to call and redeem any outstanding Series A Preferred for $1,000 per share or to convert each share of Series A Preferred into 10,000 common shares. The Series A Convertible Preferred mature on January 31, 2028, at which time the Company shall convert all Series A Preferred into 10,000 common shares per Preferred.

US NUCLEAR CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2025 and 2024

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.

Treasury Stock

The company may, from time to time, re-acquire its own issued and outstanding common or preferred stock. Reacquired shares are designated as treasury shares and are recorded at the cost of the shares surrendered. Treasury shares are not considered an asset; rather, they are presented as a deduction from total stockholders’ equity on the balance sheet. The company accounts for treasury share transactions using the Par Value Method in accordance with ASC 505-30. (See Note 9)

Warrants

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, “Distinguishing Liabilities from Equity” (“ASC 480”) and ASC 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations.

The Company considers the dilutive effect of warrants in its calculation of diluted EPS using the treasury stock method. However, the calculation excludes any warrants that are anti-dilutive.

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.

US NUCLEAR CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2025 and 2024

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 $0 and $0 for the six months ended June 30, 2025, and 2024, respectively. The Company provides a one-year warranty on all sales. Warranty expense for the six months ended June 30, 2025, and 2024 was insignificant. The Company does not provide unconditional right of return, price protection or any other concessions to its customers.

See Notes 11 and 12 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 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.

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.

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.

US NUCLEAR CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2025 and 2024

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. For periods in which the Company has reported net loss, diluted net loss per share attributable to common stockholders is the same as basic net loss per share attributable to common stockholders, because dilutive common shares are not assumed to have been issued if their effect is anti-dilutive.

	Six Months Ended June 30,
	2025			2024
	Common Stock			Common Stock

Numerator:
Net income (loss)	$	(768,031	)	$	(617,404	)
Preferred stock dividends		(117,259	)		-
Net income (loss) attributable to common stockholders	$	(885,290	)	$	(617,404	)
Denominator:
Weighted-average shares used to compute net income (loss) per share attributable to common stockholders—basic		60,035,320			44,012,115
Effect of dilutive securities		-			-
Weighted-average shares used to compute net income (loss) per share attributable to common stockholders—diluted		60,035,320			44,012,115

Net income (loss) per share attributable to common stockholders—basic	$	(0.01	)	$	(0.01	)
Net income (loss) per share attributable to common stockholders—diluted	$	(0.01	)	$	(0.01	)

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:

	Six Months Ended June 30,
	2025		2024
	Common Stock		Common Stock
Convertible Notes and Interest		54,000		4,367,514
Convertible Preferred Stock		20,060,000		-
Warrants		-		1,000,000
Total anti-dilutive securities		20,114,000		5,367,514

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 two reportable segments. See Note 11.

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.

US NUCLEAR CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2025 and 2024

Recent Accounting Pronouncements

In July 2025, the FASB issued ASU No. 2025-05, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, which is intended to simplify how companies measure credit losses on short-term accounts receivable and contract assets. The amendments in the ASU add a practical expedient, whereby a company assumes that current conditions as of the balance sheet date do not change for the remaining life of the asset. The new standard is effective for annual reporting periods beginning after December 31, 2025, and interim reporting periods withing those annual reporting periods, with early adoption permitted. The Company is currently evaluating the new standard and does not expect this ASU to have a material effect on the Company’s consolidated financial statements and related disclosures.

Note 3 – Inventories

Inventory as of June 30, 2025, and December 31, 2024 consisted of the following:

	2025		2024
Raw materials	$	1,053,283	$	867,260
Work in Progress		417,903		446,044
Finished goods		332,957		222,710
Total inventories	$	1,804,143	$	1,536,014

As of June 30, 2025, and December 31, 2024 the inventory reserve was $37,351 and $37,351, respectively.

Note 4 – Property and Equipment

The following are the details of property and equipment as of June 30, 2025, and December 31, 2024:

	2025			2024
Furniture and fixtures	$	104,675		$	104,674
Leasehold improvements		50,091			50,091
Equipment		237,418			237,418
Computers and software		40,339			40,340
		432,523			432,523
Less accumulated depreciation		(431,279	)		(430,559	)
Property and equipment, net	$	1,244		$	1,964

Depreciation expense for the six months ended June 30, 2025, and 2024 was $720 and $788, respectively. At June 30, 2025, and December 31, 2024, the Company had $425,219 of fully depreciated property and equipment that is still in use.

US NUCLEAR CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2025 and 2024

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 10% ownership interest in MIFTEC. The consideration for the exclusive manufacturing rights and a 10% ownership interest in MIFTEC was $500,000 and 300,000 shares of the Company’s common stock valued at $594,000. The fair value was determined based on the Company’s stock price on August 3, 2018. The Company recorded the value of the 10% interest in MIFTEC at $10,000 and recorded $1,084,000 as the acquisition of manufacturing and supply rights in the accompanying consolidated statement of operations during the year ended December 31, 2018. The Company evaluated this investment for impairment and determined that an impairment of $9,000 was necessary during the year ended December 31, 2019. The carrying value of this investment at June 30, 2025 and 2024 was $1,000 and $1,000, respectively.

MIFTI

In April 2019, the Company also entered into a Cooperative Agreement with MIFTI whereby the Company acquired certain exclusive manufacturing and supply rights, including thermonuclear fusion-powered reactor for production of electricity per MIFTI designs in return for $500,000, of which $100,000 is payable upon signing, $200,000 within four months of the agreement and $200,000 within nine months of the agreement. The $500,000 is an option to buy a 10% interest in MIFTI for $2,700,000, if completed with 24 months of the agreement date. If the option expires, MIFTI shall issue the Company 500,000 shares of common stock and rescind all other exclusive rights contained in the agreement. The option was rescinded, and the Company received 500,000 shares of MIFTI common stock which represents an ownership of approximately 0.56% for its $500,000 investment. The Company evaluated this investment for impairment and determined that an impairment of $499,000 was necessary during the year ended December 31, 2019. The carrying value of this investment at June 30, 2025 and 2024 was $1,000 and $1,000, respectively.

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 2,552 shares of Grapheton’s common stock over a two-year period. At closing, the Company was issued at total of 1,452 shares of Grapheton’s common stock for $235,000 and 858,896 shares of the Company’s common stock valued at $601,227.

In connection with the SPA, during the second quarter of 2021 the Company received an additional 1,100 shares of Grapheton’s common stock in exchange for the Company’s issuing an additional 1,121,071 shares of common stock valued at $633,405. In addition, Grapheton fulfilled its requirements under the earn out provision and the Company is obligated to make the first earn out payment of $192,500. This amount is recorded as accrued expense in the accompanying consolidated balance sheet.

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 35.2% of Grapheton and accounts for its investment in Grapheton using the equity method of accounting in accordance with ASC 323.

US NUCLEAR CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2025 and 2024

Information regarding Grapheton for the six months ended June 30, 2025, is below:

Current assets	$	6,822
Total assets		10,870
Current liabilities		1,773,822
Total liabilities		1,773,822
Total stockholders’ equity		(1,762,951	)

Revenue	$	-
Operating expenses		(11,520	)
Other expenses		-
Net loss		(11,520	)

The Company evaluated this investment and recorded a loss attributed to equity investment of $0 during the six months ended June 30, 2025. The carrying value of this investment on June 30, 2025 was $0.

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 5% per annum, requires quarterly principal and interest payments of $4,518 and is due on April 15, 2021. At June 30, 2025, and 2024, the amount outstanding under this note payable was $5,272 and $5,272, respectively. The Company was in default on payment of the note payable as of December 31, 2024. The Company has communicated with the debt holder, and the amount is considered payable on demand as of June 30, 2025.

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 $10.89 per day until the bank receives full payment. As of June 30, 2025, the balance owed by the Company was $1,500.

On October 12, 2023, the Company entered into a note payable in the amount of $125,000 and included an origination fee of $2,500, which was deducted from the proceeds. The note bears non-annualized interest of $25,000 and 52 payments of $2,885 are to be paid weekly until paid in full. As of December 31, 2024, the note was paid in full.

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 $300,000. The Note bears interest of 7.2% per annum, payable quarterly, and matures on October 1, 2027. As of June 30, 2025, the balance of principal and interest on the Note was $316,200. (See Note 13)

On September 30, 2024, the Company entered into a Promissory Note with Robert Goldstein, the Company’s CEO, in the amount of $350,000. The Note bears interest of 7.2% per annum, payable quarterly, and matures on October 1, 2027. As of June 30, 2025, the balance of principal and interest on the Note was $368,900. (See Note 13)

On September 30, 2024, the Company’s previous CFO, Richard Landry, agreed to convert $150,000 in accrued compensation owed to him by the Company into a three-year Promissory Note. The Note bears interest of 7.2% per annum, payable quarterly, and matures on October 1, 2027. As of June 30, 2025, the balance of principal and interest on the Note was $158,100.

On October 29, 2024, the Company entered into a note payable in the amount of $110,000. The note bears non-annualized interest of $31,900 and 78 payments of $1,819 are to be paid weekly until paid in full. As of June 30, 2025, the balance of principal and interest on the Note was $63,462.

On October 31, 2024, the Company entered into a note payable in the amount of $79,400 and included an origination fee of $2,374. The note bears non-annualized interest of $22,153 and 65 payments of $,1562 are to be paid weekly until paid in full. As of June 30, 2025, the balance of principal and interest on the Note was $36,646.

During the twelve months ended December 31, 2024, the Company received $150 from Averox, a related party. The note is payable on demand and non-interest bearing.

During the twelve months ended December 31, 2024, the Company received $2,500 from Cali From Above, a related party. The note is payable on demand and non-interest bearing.

On April 15, 2025, the Company entered into a promissory note with a third party for $50,000. The Note matures on October 1, 2025, and bears annual interest at 18%, payable monthly. As additional consideration, the lender will receive warrants to purchase common stock of the Company at $0.06 per share with a value of $10,000 (20% of the Note value) for a period of two years. As of June 30, 2025, the balance of principal and interest on the Note was $51,874.

US NUCLEAR CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2025 and 2024

Convertible Notes

On May 5, 2022, the Company received a loan in connection with the issuance of stock warrants in the amount of $750,000. The loan has terms of 12 months and accrues interest at 5% per annum. As part of the issuance of the loan, the company identified debt discounts related to the warrants issued, the incentive shares issued as discussed in Note 10, the beneficial conversion feature of the debt, and the expenses paid as part of the issuance. The total debt discounts recorded as of the date of the note was $550,538. On January 1, 2024, and upon adoption of ASC 2020-06, the total remaining unamortized debt discount on this note was adjusted and recorded as part of a cumulative-effect adjustment to accumulated deficit.

On October 10, 2022, the Company received a loan in connection with the issuance of stock warrants in the amount of $375,000. The loan has terms of 12 months and accrues interest at 5% per annum. As part of the issuance of the loan, the company identified debt discounts related to the warrants issued, the beneficial conversion feature of the debt, and the expenses paid as part of the issuance. The total debt discount recorded as of the date of the note was $200,488. On January 1, 2024, and upon adoption of ASC 2020-06, the total remaining unamortized debt discount on this note was adjusted and recorded as part of a cumulative-effect adjustment to accumulated deficit.

Effective January 1, 2024, the Company adopted guidance which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts in an entity’s own equity. This guidance was adopted using a modified retrospective approach. The Company used the modified retrospective approach whereby amounts previously reported have not been revised. Upon adoption we recognized a decrease to additional paid-in capital of $751,809, an increase to long-term debt of $47,078, and a cumulative-effect adjustment to accumulated deficit of $704,731. (See Note 2)

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 $50,000 and the principal balance of Note 2 was increased by $20,000. During the six months ending June 30, 2025, the Company converted $262,456 in principal and interest in exchange for 4,367,426 shares of common stock and both Notes are paid in full.

On December 20, 2024, the Company received $72,000 through Digital Trust, LLC (custodian to an IRA owned by Michael Hastings, our CFO), in connection with a convertible note. The loan has terms of 62 months and accrues interest at 6% per annum, payable quarterly. The note is convertible any time after six months from the effective date and is convertible at a rate of 200,000 common shares per $12,000 of all principal and interest then outstanding. On June 18, 2025, and as an incentive to convert the Note, the Company modified the conversion terms whereby if the Lender delivers written notice of conversion by June 30, 2025, the Lender would be entitled to convert the outstanding balance at a rate of 0.05 divided by the amount converted. The Lender accepted the incentive and on June 23, 2025, the Company issued 1,440,000 common shares to its CFO in satisfaction of $72,000 principal. Upon conversion, the principle on the note was considered paid in full and $2,160 in accrued interest remains outstanding.The Company evaluated the transaction under ASC 470-20 and recognized incentive expense of $12,000, representing the fair value of the added consideration.

On December 20, 2024, the Company received $72,000 from a shareholder, in connection with a convertible note. The loan has terms of 62 months and accrues interest at 6% per annum, payable quarterly. The note is convertible any time after six months from the effective date and is convertible at a rate of 200,000 common shares per $12,000 of all principal and interest then outstanding.On June 18, 2025, and as an incentive to convert the Note, the Company modified the conversion terms whereby if the Lender delivers written notice of conversion by June 30, 2025, the Lender would be entitled to convert the outstanding balance at a rate of 0.05 divided by the amount converted. The Lender accepted the incentive and on June 23, 2025, the Company issued 1,440,000 common shares in satisfaction of $72,000 principal. Upon conversion, the principle on the note was considered paid in full and $1,080 in accrued interest remains outstanding.The Company evaluated the transaction under ASC 470-20 and recognized incentive expense of $12,000, representing the fair value of the added consideration.

The following table summarizes certain details related to our outstanding convertible notes:

	June 30, 2025
Maturity Date	Principal Amount		Contractual Interest		Stated Interest Rate			Default Interest			Effective Interest Rate
February 20, 2030	$	-	$	1,080		6	%		12	%		6.168	%
February 20, 2030	$	-	$	2,160		6	%		12	%		6.168	%

US NUCLEAR CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2025 and 2024

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. During the twelve months ended December 31, 2024, the Company’s majority shareholder loaned $531,100 to the Company and was repaid $155,867. On September 30,2024, $1,203,000 owed to Mr. Goldstein was converted to 1,203 Series A Convertible Preferred shares of the Company (see Note 9) and $300,000 was forgiven by Mr. Goldstein and was recorded as a credit to additional paid in capital. As of June 30, 2025, and December 31, 2024, the balance owed was $96,512 and $92,512, respectively.

On March 25, 2025, the Company’s CFO loaned funds to the Company to cover general operating expenses. The loan is unsecured, non-interest bearing, and is payable upon demand. As of June 30, 2025, the balance owed was $30,000. (see Note 9)

Future maturities of all loans and notes payable as of June 30, 2025, are as follows:

Years ended December 31,	June 30, 2025		December 31, 2024
2025	$	259,771	$	537,190
2026		30,270		30,270
2027		800,000		944,000
2028		-		-
2029		-		-
Thereafter		-		-
	$	1,090,041	$	1,511,460

Note 7 – Lines of Credit

As of June 30, 2025, the Company had three lines of credit with a maximum borrowing amount of $500,000 with interest ranging from 5.5% to 55.0%. As of June 30, 2025, and December 31, 2024, the amounts outstanding under these lines of credit were $409,773 and $309,773, respectively.

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 leases expire annually on April 30, and the Company exercised its renewal option for an additional 12 months. The new lease is not more than 12 months; therefore, the Company has elected the short-term lease exclusion under ASC 842 Leases. On October 1, 2024, Gold Team agreed to forego rent on both properties until July 1, 2025, and no lease expense has been accrued or paid during the six months ending June 30, 2025. Subsequent to June 30, 2025, the rental rate at the Milford, Ohio location was reduced to $6,000 per month, with the first payment due on July 1, 2025. The lease for the Canoga Park, CA location was renewed on a month-to-month basis and GoldTeam has agreed to continue to forgo any rent at the California facility until further notice by GoldTeam. Future minimum lease payments for the remaining six months ending December 31, 2025, is $36,000.

The lease expense for the six months ended June 30, 2025, and 2024 was $0 and $96,000, respectively. Cash paid under operating leases during the six months ended June 30, 2025, and 2024 was $0 and $0, respectively. As of June 30, 2025, the weighted average remaining lease term is 0.75 years, and the weighted average discount rate is 8%.

On September 30, 2024, the cumulative balance payable on the leases was $618,000, of which $300,000 was converted to 300 Series A Convertible Preferred shares of the Company and the remaining balance of $300,000 was converted to a long-term note payable. (see Notes 6 and 13)

Note 9 – Shareholders’ Equity

Common stock

During the six months ended June 30, 2025, the Company issued:

●

650,000 shares of common stock to its CFO, valued at $42,900; and

●

4,367,426 shares of common stock valued at $262,456 in satisfaction of convertible debt and interest; and

●

200,000 shares of common stock to a consultant for services rendered, valued at $13,200. The fair value was determined based on the Company’s stock price on the grant date; and

US NUCLEAR CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2025 and 2024

●

1,000,000 shares of common stock for cash, valued at $50,000. The fair value was determined based on the Company’s stock price on the grant date; and

●

1,147,059 shares of common stock for cashless exercise of warrants; and

As of June 30, 2025, the Company is obligated but has not yet issued 2,880,000 shares of common stock for the conversion of $144,000 in debt.

During the six months ended June 30, 2024, the Company issued:

●

2,502,000 shares of common stock valued at $130,120 in satisfaction of convertible debt and interest; and

●

2,950,000 shares of common stock to consultants for services rendered valued at $153,801. The fair value was determined based on the Company’s stock price on the grant date

Treasury Stock

On April 2, 2025, the Company repurchased and cancelled 135,000 shares from a shareholder for $7,425, or $0.055 per share. Under the Par Value Method, the Company recorded a credit to retained earnings of $675, representing the gain in the value of the repurchased shares over the original cost, or $0.005 per share.

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 10,000 shares, par value of $.0001, out of the 5,000,000 shares, par value of $.0001, of preferred stock authorized by the Corporation in its Certificate of Incorporation. Each share of Series A Preferred Stock shall have a stated value of $1,000 (the “Stated Value”). Each holder of Series A Preferred Stock shall have the right to convert 1 share of Series A Preferred Stock into 10,000 shares of common stock in the Corporation, at the election of the holder by the holder delivering written notice of such conversion to the Board of Directors for the Corporation, pursuant to any procedure established by the Board of Directors. Holders of Series A Preferred Stock shall be entitled to receive an annual dividend, payable quarterly (i.e., every three months in a calendar year), within ninety (90) days of the last day of the applicable quarter, and prorated, where and if necessary, of (a) 6% of the holder’s Stated Value, in the aggregate based on the number of Series A Convertible Shares titled to such holder, in cash, and (b) 1,200 shares of common stock for each share of Series A Preferred stock titled to such holder. Holders of Series A Preferred Stock are entitled to vote on any and all matters submitted to the vote of the common shareholders of the Corporation with each share of Series A Preferred Stock equaling 10,000 shares of shares of common stock on a fully converted basis.

As of June 30, 2025, the Company is obligated, but has not yet issued:

●

300 shares of preferred stock to a related party for the conversion of $300,000 in accrued rent payable;

●

375 shares of preferred stock to a related party for the conversion of $375,000 in accrued compensation;

●

1,203 shares of preferred stock to a related party for the conversion of $1,203,000 in shareholder advances.

●

128 shares of preferred stock to a related party for $128,000 in cash.

As of June 30, 2025, the Company has accrued an aggregate of $86,010 in cash dividends and 1,766,367 common stock dividends at a fair value of $103,386. All current holders of our Series A preferred have agreed to defer payment of accrued interest and common stock dividends entitled to them until June 30, 2025.

Additional Paid in Capital

During the six months ending June 30, 2025, the Company recorded $394,999 to additional paid in capital in recognition of the fair value of warrants issued for services, a reduction to additional paid in capital of $115 for the cashless exercise of warrants by a noteholder, $24,000 as an incentive expense for the conversion of debt, $8,334 for warrants issued for debt, and $716 for the amortization of employee warrants.

During the twelve months ending December 31, 2024, the Company recorded $360,000 to additional paid in capital as result of forgiveness of debt by a related party. On September 30, 2024, the transaction date for the converted related party debt to Series A Convertible Preferred, the fair market value was estimated using the Option Pricing Model and the fair value of the underlying shares. Since the estimated fair market value was substantially lower than the liability extinguished and the transaction is not considered an arm’s length transaction, the Company recorded the aggregate value of the liability extinguished as a capital contribution.

US NUCLEAR CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2025 and 2024

Warrants

On January 1, 2025, the Company issued two identical cashless warrant agreements for advisory services, entitling each holder to acquire up to 2,500,000 common shares at an exercise price of $0.08 for a three-year term. On the date of issuance, the exercise price was above the fair market value of the underlying shares on the grant date, resulting in no intrinsic value. The fair value at issuance was $394,999. These warrants are equity classified and the fair value at issuance was calculated using the Black Scholes pricing model. No significant unobservable inputs were used in the valuation, and no material adjustments were required. As such, the Company believes the fair value measurement falls within Level 2 of the ASC 820 hierarchy. The specific number of warrants outstanding has not yet been determined but is not expected to exceed the number of shares available for issuance. Should these warrants be fully exercised, common shareholders would experience dilution of up to 5,000,000 common shares.

On April 11, 2025, the Company entered into a two-year Warrant agreement with the operations manager at the Company’s Overhoff division. The Agreement allows the Holder to exercise the warrant, in whole or in part, by cash or cashless exercise. The warrant shares will vest, provided the Holder remains continuously employed by the Company through each applicable vesting date: (1) 25% of the warrant shares will best on the first anniversary of the date of this warrant, and (2) the remaining 75% will vest in equal monthly installments over the following twelve months. If the Holder breaches any fiduciary duty, confidentiality obligation, or other duty of loyalty to the Company at any time following the exercise of this warrant, the Company shall have the right to cancel any warrant shares not yet sold or transferred by the Holder, and /or require the Holder to repay to the Company any and all gains realized from the sale, transfer, or other disposition of warrant shares within a period of one year prior to such breach. Under ASC 718, Stock Compensation, the Company is required to recognize the fair value of these warrants as compensation expense over the vesting period on a straight-line basis. The warrants are equity classified and the fair value at issuance was calculated using the Black Scholes pricing model. No significant unobservable inputs were used in the valuation, and no material adjustments were required. The fair value on the date of grant was $9,800 and the Company recorded $716 as stock compensation expense for the six months ending June 30, 2025.

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.

On June 6, 2025, the Company issued 1,147,059 common shares to a third party in a cashless exercise of 1,000,000 warrants.

The following table summarizes the activity related to warrants outstanding:

						Weighted
				Weighted		Average
				Average		Remaining		Aggregate
	Warrants			Exercise		Contractual		Intrinsic
	Outstanding			Price		Life		Value
Outstanding, December 31, 2023		1,000,000		$	0.11		2.32	$	-
Granted		-
Forfeited		-							-
Exercised		-							-
Outstanding, December 31, 2024		1,000,000		$	0.05		4.86	$	-
Granted		5,513,726
Forfeited		-
Exercised		(1,147,059	)
Outstanding, June 30, 2025		5,366,667	**	$	0.05		2.21	$	30,000
Exercisable, June 30, 2025		5,366,667	**	$	0.05		2.21	$	30,000

The following table summarizes information about outstanding and exercisable warrants as of June 30, 2025.

Outstanding and Exercisable
Number of Warrants		Exercise Price
166,667		$	0.06
5,000,000	**	$	0.08
200,000		$	0.027
5,366,667	**

*	The weighted average exercise price and remaining contractual life include the two cashless exercise warrant agreements entered into on January 1, 2025.

The specific number of warrants outstanding has not yet been determined for the two cashless exercises warrant agreements entered into on January 1, 2025, but is not expected to exceed the number of shares available for issuance. Should these warrants be exercised, common shareholders would experience dilution of up to 5,000,000 shares.

US NUCLEAR CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2025 and 2024

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 two 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 Company currently evaluates the performance of its reportable segments based on net sales and operating income. The Company’s Chief Operating Decision Maker (CODM) does not utilize any additional profit/loss metrics or any detailed asset allocations as part of the overall analysis, as the Company does not currently have these specific details available for review. While efforts are being made to enhance our internal metrics and reporting processes, currently, a complete suite of expense metrics for evaluating the effectiveness of our resource allocation across all segments is not fully operational. We are exploring project management tools and centralized platforms to integrate data from various sources and improve visibility into resource utilization. For each reporting segment, the Manager of Operations reports to the CODM, who is the Company’s CEO, Robert Goldstein.

The following tables summarize the Company’s segment information for the three and six months ended June 30, 2025, and 2024:

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2025			2024			2025			2024

Sales
Optron	$	37,910		$	201,319		$	124,127		$	259,056
Overhoff		409,161			301,249			799,649			871,262
Corporate		-			-			-			-
	$	447,071		$	502,568		$	923,776		$	1,130,318

Gross profit
Optron	$	(52,829	)	$	111,093		$	(5,898	)	$	125,204
Overhoff		302,161			147,348			604,147			487,006
Corporate		-			-			-			-
	$	249,332		$	258,441		$	598,249		$	612,210

Income (loss) from operations
Optron	$	(140,075	)	$	368,111		$	(223,404	)	$	137,991
Overhoff		42,889			(551,031	)		99,037			(389,830	)
Corporate		(58,939	)		(180,280	)		(555,638	)		(255,790	)
	$	(156,125	)	$	(363,200	)	$	(680,005	)	$	(507,629	)

Interest Expenses
Optron	$	2,271		$	449		$	4,317		$	1,219
Overhoff		7,943			6,297			28,094			12,354
Corporate		41,460			85,403			55,615			115,779
	$	51,674		$	92,149		$	88,026		$	129,352

Net income (loss)
Optron	$	(142,346	)	$	(171,561	)	$	(227,721	)	$	(402,450	)
Overhoff		34,946			(18,182	)		70,943			156,615
Corporate		(100,399	)		(265,683	)		(611,253	)		(371,569	)
	$	(207,799	)	$	(455,426	)	$	(768,031	)	$	(617,404	)

US NUCLEAR CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2025 and 2024

	As of June 30,
	2025		2024
Total Assets
Optron	$	887,018	$	855,231
Overhoff		1,614,270		1,970,847
Corporate		4,548		18,340
	$	2,505,836	$	2,844,418

Goodwill
Optron	$	-	$	-
Overhoff		570,176		570,176
Corporate		-		-
	$	570,176	$	570,176

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 end six months ended June 30, 2025, and 2024 is as follows:

	Three Months Ended June 30,
	2025		2024
Geographical sales
North America	$	397,472	$	218,633
Asia		4,532		95,014
Other		45,067		188,921
	$	447,071	$	502,568

	Six Months Ended June 30,
	2025		2024
Geographical sales
North America	$	843,849	$	707,886
Asia		29,486		192,058
Other		50,441		230,374
	$	923,776	$	1,130,318

Note 12 – Concentrations

For the six months ended June 30, 2025, two customers accounted for 46% and 18% of the Company’s sales and one customer accounted for more than 10% of the accounts receivable balance.

For the six months ended June 30, 2024, three customers accounted for 17%, 15%, and 14% of the Company’s sales and seven customers accounted for more than 10% of the accounts receivable balance.

No vendors accounted for more than 10% of the Company’s purchases for the three months ended June 30, 2025, and 2024.

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 six months ended June 30, 2025, and 2024 was $0 and $96,000, respectively. As of June 30, 2025, and June 30, 2024, amounts payable to Gold Team Inc. in connection with the above leases amount to $0 and $552,000, respectively (See Note 6).

During the six months ending June 30, 2025, the Company received an aggregate of $60,000 in loans from its CFO and repaid $30,000 in the same period. The balance of the loan is on demand and non-interest bearing.

US NUCLEAR CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2025 and 2024

As of June 30, 2025, and June 30, 2024, the Company had accrued compensation payable to its CEO of $13,000 and $885,000, respectively. On September 30, 2024, the Company’s CEO, Robert Goldstein, converted $350,000 into a note payable and $375,000 into Series A Convertible Preferred stock of the Company (See Note 6 and 9).

During the year ended December 31, 2024, the Company’s prior CFO, Richard Landry, agreed to forgive $60,000 of the $210,000 owed to him for accrued compensation and converted the balance of $150,000 to a note payable. (See Note 6)

During the year ended December 31, 2024, the Company’s CFO, Michael Hastings, invested an aggregate of $200,000 through Digital Trust, LLC (custodian to an IRA owned by Michael Hastings, our CFO), of which $72,000 was a convertible promissory note (See Note 6) and $128,000 was in the form of a subscription agreement that granted Mr. Hastings 128 Preferred, Series A shares of the Company (See Note 9). In June 2025, Mr. Hastings converted the $72,000 convertible promissory note into 1,440,000 shares of common stock of the Company, or $0.05 per share.

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 July 17, 2025, the Company and Magneto-Inertial Fusion Technologies, Inc. (“MIFTI”) agreed to terminate the Cooperative Agreement entered into on April 22, 2019 in full. As part of the settlement, and in exchange for the extinguishment of the rights and obligations associated with the MIFTI agreement, the Company was issued 622,710 dilutable shares of MIFTI common stock. In addition, and as consideration for the cancellation of the 500,000 non-dilutable shares of MIFTI stock owned by the Company, the Company received $250,000. (See Note 5)

On July 28, 2025, the Company’s Board of Directors approved five Cashless Warrant Agreements to our CEO, CFO, Michael Pope, a board member, and two consultants for services. The Cashless Warrant Agreements, made effective September 1, 2025, entitle each of the Holders to an aggregate of 5,500,000 shares of common stock at an exercise price of $0.06, with an exercise period of three years.

On September 05, 2025, the Company and MIFTEC Laboratories, Inc. (“MIFTEC”) agreed to terminate the Cooperative Agreement entered into on May 30, 2018, as amended on August 5, 2021, in full. As part of the settlement, and in exchange for the extinguishment of the rights and obligations associated with the MIFTEC agreement, the Company agreed to cancel 1,000,000 of the 3,000,000 total shares of MIFTEC common stock held by the Company. In addition, and as consideration for the full termination of the Agreement and release of any claims, the Company received $225,000. (See Note 5)

On September 30, 2025, the Company entered into a Debt Conversion Agreement with Gold Team, Inc., a related party whereby $300,000 owed by the Company was converted into 300 shares of the Company’s Series A Convertible Preferred Stock. (See Note 6)

On September 30, 2025, the Company entered into a Debt Conversion Agreement with Robert Goldstein, the Company’s CEO. Mr Goldstein agreed to convert $350,000 owed to him by the Company into 350 shares of the Company’s Series A Convertible Preferred Stock. (See Note 6)

On October 20, 2025, the Board of Directors approved the cancellation “for cause” of all warrants associated with the April 11, 2025 Warrant Agreement with the operations manager at the Company’s Overhoff division.

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 six months ending June 30, 2025, we derived 64% of our total revenues from sales made by Overhoff to two customers. Our international revenues were 8.7% of our total revenue during the six months ended June 30, 2025. 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 at an expense of $9,000 and $9,000, respectively, for each facility per month.

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.

Results of Operations

For the three months ended June 30, 2025, compared to the three months ended June 30, 2024:

	Three Months Ended June 30,						Change
	2025			2024			$			%

Sales	$	447,071		$	502,568		$	(55,497	)		-11.0	%
Cost of goods sold		197,739			244,127			(46,388	)		-19.0	%
Gross profit		249,332			258,441			(9,109	)		-3.5	%
Selling, general and administrative expenses		405,457			621,641			(216,184	)		-34.8	%
Loss from operations		(156,125	)		(363,200	)		207,075			-57.0	%
Other expense		(51,674	)		(92,226	)		40,552			-44.0	%
Loss before provision for income taxes		(207,799	)		(455,426	)		(247,627	)		-54.4	%
Provision for income taxes		-			-			-
Net loss	$	(207,799	)	$	(455,426	)	$	(247,627	)		-54.4	%

Sales for the three months ended June 30, 2025, were $447,071 compared to $502,568 for the same period in 2024. The decrease of $55,497 or 11% is principally due to the mix of products and services sold during the period. The sales breakdown for the three months ended June 30, 2025, is as follows:

North America 88.91%

Asia (Including Japan) 1.01%

Other 10.08%

Our gross margin for the three months ended June 30, 2025, was 55.8% as compared to 51.4% for the same period in 2024. Gross margins increased for the three months ended June 30, 2025, due to the mix of products sold versus services provided as well as fluctuations in the cost of materials used in manufacturing our products.

Selling, general and administrative expenses for the three months ended June 30, 2025, were $405,457 compared to $621,641 for the same period in 2024. The decrease of $216,184 or 34.8% was principally due to reduced stock-based compensation and decreases in payroll and employee benefits. 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 June 30, 2025, was $51,674 compared to $92,226 for the same period in 2024. The change was primarily due to a decrease in interest expenses associated with our lines of credit and notes payable.

For the six months ended June 30, 2025, compared to the six months ended June 30, 2024:

	Six Months Ended June 30,						Change
	2025			2024			$			%

Sales	$	923,776		$	1,130,318		$	(206,542	)		-18.3	%
Cost of goods sold		325,527			518,108			(192,581	)		-37.2	%
Gross profit		598,249			612,210			(13,961	)		-2.3	%
Selling, general and administrative expenses		1,278,254			1,119,839			158,415			14.1	%
Loss from operations		(680,005	)		(507,629	)		(172,376	)		34.0	%
Other expense		(88,026	)		(109,775	)		21,749			-19.8	%
Loss before provision for income taxes		(768,031	)		(617,404	)		(150,627	)		24.4	%
Provision for income taxes		-			-			-
Net loss	$	(768,031	)	$	(617,404	)	$	(150,627	)		24.4	%

Sales for the six months ended June 30, 2025, were $923,776 compared to $1,130,318 for the same period in 2024. The decrease of $206,542 or 18.3% is a result of a decrease in sales from our Optron subsidiary of $134,929 and a decrease in sales from our Overhoff subsidiary of $71,613. The overall decrease in sales is principally due to the mix of products and services sold during the period. The sales breakdown for the six months ended June 30, 2025, is as follows:

North America 91.35%

Asia (Including Japan) 3.19%

Other 5.46%

Our gross margins for the six months ended June 30, 2025, were 64.76% as compared to 54.16% for the same period in 2024. Gross margins increased for the six months ended June 30, 2025, due to the mix of products sold versus services provided as well as fluctuations in the cost of materials used in manufacturing our products.

Selling, general and administrative expenses for the three months ended June 30, 2025, were $1,278,254 compared to $1,119,839 for the same period in 2024. The increase of $158,415 or 14.1% was principally due to decreases in professional fees and payroll and employee benefits, offset by increases in stock-based compensation. 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 six months ended June 30, 2025, was $88,026 compared to $109,775 for the same period in 2024. The change was primarily due to a decrease in interest expenses related to our notes payable.

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.

At June 30, 2025, total assets decreased to $2,505,836 from $2,646,847 at December 31, 2024. The decrease primarily reflects decreases in accounts receivable, offset by an increase in inventories.

At June 30, 2025, total liabilities decreased to $3,256,538 from $3,503,012 at December 31, 2024. The decrease is primarily the net of increases in accounts payable and accrued expenses, offset by decreases in deferred revenue, and notes payable. Notes payable and accrued expenses decreased $2,238,000 due to the forgiveness of $360,000 in debt and the conversion of $1,878,000 to Series A convertible preferred stock designated by the Company in 2024.

Net cash used in operating activities for the six months ended June 30, 2025, was $246,113 compared to $189,031 for the same period in 2024. The change in cash used in operations was principally due to changes in inventory, accounts receivable, and customer deposit working capital accounts.

Net cash used in investing activities for the six months ended June 30, 2025, was $0 compared to $18,081 for the same period in 2024. The decrease in cash used in investing activities was due to the decrease of advances and a note receivable.

Net cash provided by financing activities for the six months ended June 30, 2025, was $161,558 compared to $192,121 for the same period in 2024. The decrease in cash from financing activities was primarily due to a reduction of proceeds from shareholder notes payable.

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.

Income Taxes

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 June 30, 2025.

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 June 30, 2025. 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 June 30, 2025, that has materially affected, or is reasonably likely to materially affect, the Company’s internal controls over financial reporting.

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 25, 2025, 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 March 6, 2025 transaction, and the Company is working with the transfer agent to cancel the shares.

On April 2, 2025, the Company repurchased 135,000 shares from a shareholder for $7,425, or $0.06 per share.

On June 6, 2025, the Company issued 1,147,059 common shares for a cashless exercise of warrants outstanding.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information.

None.

Item 6. Exhibits.

Incorporated by reference

Exhibit

Exhibit Description

Filed
herewith

Form

Period
ending

Exhibit

Filing date

3.1

Certificate of Incorporation

3.1

03/02/2012

3.2

By-Laws

3.2

03/02/2012

3.3

Amendment to Certificate of Incorporation

8-K

3.3

05/29/2012

3.4

Certificate of Designation of Preferred Shares

10-K

12/31/2024

4.2

06/25/2025

4.1

Specimen Stock Certificate

4.1

03/02/2012

10.1

Robert I. Goldstein Employment Agreement

10-Q

10.1

11/11/2014

10.2

Forgiveness of Debt and Conversion Agreement

10-Q

10.2

11/11/2014

10.3

Debt Conversion Agreement

10.3

10.4

Debt Conversion Agreement

10.4

31.1

Certification of Chief Executive Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2

Certification of Chief Financial Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1

Certification of Chief Financial Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.2

Certification pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

101.INS

Inline XBRL Instance Document

101.SCH

Inline XBRL Taxonomy Extension Schema Document

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document

104

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

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 27, 2025

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US NUCLEAR CORP. 10-Q