{"url_path":"/sec/ucle/10-k/2026/item-5","section_key":"item-5","section_title":"Item 5 MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-06-23","source_url":"https://www.sec.gov/Archives/edgar/data/1543623/0001213900-26-070875-index.html","accession_number":"0001213900-26-070875","cik":"0001543623","ticker":"UCLE","issuer_name":"US NUCLEAR CORP.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1543623/0001213900-26-070875-index.html","primary_entity_key":"0001543623","primary_entity_name":"US NUCLEAR CORP."},"word_count":1623,"has_tables":true,"body_markdown":"ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER\nMATTERS\n\n \n\nMarket Information\n\n \n\nWe have already been approved by FINRA for the\nOver-the-Counter Bulletin Board (“OTCBB”) trading and additionally have also been approved with the Depository Trust and\nClearing Corporation or (“DTCC”) for DTC eligibility. Our stock ticker symbol is UCLE on the Over-the-Counter Bulletin Board.\nFor information on shareholders who owns 5% or more of our common stock, as well as the ownership of our officers and directors, please\nsee “Security Ownership of Certain Beneficial Owners and Management”.\n\n \n\nAuthorized Capital Stock\n\n \n\nThe authorized capital stock of the Company consists\nof 100,000,000 shares of Common Stock, par value $0.0001 per share, (the “Common Stock”) and 5,000,000 shares of Preferred\nStock, (the “Preferred Stock”) par value $0.0001 per share. As of December 31, 2025, we had (i) 62,822,263 shares of\ncommon stock outstanding, held of record by 53 shareholders, and (ii) 2,656 shares of Series A preferred stock outstanding, held of record\nby 3 shareholders. As of May 26, 2026, 62,822,263 shares of common stock are outstanding, held by 53 shareholders; and 2,656 shares of\nSeries A preferred stock, held by 3 shareholders.\n\n \n\nDescription of Capital Stock\n\n \n\nThe following is a summary of the rights of our\ncapital stock and certain provisions of our articles of organization, as amended, and by-laws. For more detailed information, please\nsee our articles of organization, as amended, and by-laws filed as exhibits to this Current Report on Form 10-K. Each holder of the Company’s\nCommon Stock is entitled to one vote for each share held on all matters submitted to a vote of shareholders and do not have cumulative\nvoting rights. An election of directors by our shareholders shall be determined by a plurality of the votes cast by the shareholders\nentitled to vote on the election. The holders of Common Stock are entitled to receive pro rata dividends, when and as declared\nby the Board of Directors in its discretion, out of funds legally available therefore, but only if all dividends on the Preferred Stock\nhave been paid in accordance with the terms of such Preferred Stock and there exists no deficiency in any sinking fund for the Preferred\nStock.\n\n \n\nDividends on the Common Stock are declared by\nthe Board of Directors. The payment of dividends on the Common Stock in the future, if any, will be subordinate to the Preferred Stock\nand will be determined by the Board of Directors. In addition, the payment of such dividends will depend on the Company’s financial\ncondition, results of operations, capital requirements and such other factors as the Board of Directors deems relevant. The Company\nhas heretofore never paid any dividends and the Board has no plans for the payment of future dividends. The Board presently plans\nfor any future surplus income to be reinvested into growing the Company through additional investment.\n\n \n\nPreferred Stock\n\n \n\nThe Board of Directors is authorized to provide\nfor the issuance of shares of preferred stock in series and, by filing a certificate pursuant to the applicable law of Delaware, to establish\nfrom time to time the number of shares to be included in each such series, and to fix the designation, powers, preferences and rights\nof the shares of each such series and the qualifications, limitations or restrictions thereof without any further vote or action by the\nshareholders. Any shares of preferred stock so issued would have priority over the common stock with respect to dividend or liquidation\nrights. Any future issuance of preferred stock may have the effect of delaying, deferring or preventing a change in control of our Company\nwithout further action by the shareholders and may adversely affect the voting and other rights of the holders of common stock.\n\n \n\nThe issuance of shares of preferred stock, or\nthe issuance of rights to purchase such shares, could be used to discourage an unsolicited acquisition proposal. For instance, the issuance\nof a series of preferred stock might impede a business combination by including class voting rights that would enable the holder to block\nsuch a transaction or facilitate a business combination by including voting rights that would provide a required percentage vote of the\nstockholders. In addition, under certain circumstances, the issuance of preferred stock could adversely affect the voting power of the\nholders of the common stock. Although the Board of Directors is required to make any determination to issue such stock based on its judgment\nas to the best interests of our stockholders, the Board of Directors could act in a manner that would discourage an acquisition attempt\nor other transaction that some, or a majority, of the stockholders might believe to be in their best interests or in which stockholders\nmight receive a premium for their stock over the then market price of such stock. The Board of Directors does not at present intend to\nseek stockholder approval prior to any issuance of currently authorized stock, unless otherwise required by law or stock exchange rules.\n\n \n\n 17 \n\n \n\nOn November 27, 2024, the Company amended its\nArticles of Incorporation to authorize Series A Convertible Preferred Stock. The number of shares constituting such Series A Preferred\nStock shall be 10,000 shares, par value of $.0001, out of the 5,000,000 shares, par value of $.0001, of preferred\nstock authorized by the Corporation in its Certificate of Incorporation. Each share of Series A Preferred Stock shall have a stated value\nof $1,000 (the “Stated Value”). Each holder of Series A Preferred Stock shall have the right to convert 1 share\nof Series A Preferred Stock into 10,000 shares of common stock in the Corporation, at the election of the holder by the holder\ndelivering written notice of such conversion to the Board of Directors for the Corporation, pursuant to any procedure established by\nthe Board of Directors. Holders of Series A Preferred Stock shall be entitled to receive an annual dividend, payable quarterly (i.e.,\nevery three months in a calendar year), within ninety (90) days of the last day of the applicable quarter, and prorated, where and if\nnecessary, of (a) 6% of the holder’s Stated Value, in the aggregate based on the number of Series A Convertible Shares titled\nto such holder, in cash, and (b) 1,200 shares of common stock for each share of Series A Preferred stock titled to such holder.\nHolders of Series A Preferred Stock are entitled to vote on any and all matters submitted to the vote of the common shareholders of the\nCorporation with each share of Series A Preferred Stock equaling 10,000 shares of shares of common stock on a fully converted\nbasis.\n\n \n\nThe description of certain matters relating to\nthe securities of the Company is a summary and is qualified in its entirety by the provisions of the Company’s Certificate of Incorporation\nand By-Laws, copies of which have been filed as exhibits to the Company’s Form 10 filed with the Securities Exchange Commission\non March 2, 2012, as updated by the Company’s Form 8-K filed with the Securities Exchange Commission on October 15, 2013, and again\nas an exhibit to the Company’s Form 10-Q filed with the Securities Exchange Commission on November 27, 2024 .\n\n \n\nDividends\n\n \n\nWe have not paid any dividends on our common\nstock and do not presently intend to pay cash dividends prior to the consummation of a business combination. The payment of cash dividends\nin the future, if any, will be contingent upon our revenues and earnings, if any, capital requirements and general financial condition\nsubsequent to consummation of a business combination, if any. The payment of any dividends subsequent to a business combination, if any,\nwill be within the discretion of our then existing board of directors. It is the present intention of our board of directors to retain\nall earnings, if any, for use in our business operations and, accordingly, the board of directors does not anticipate paying any cash\ndividends in the foreseeable future. \n\n \n\nSecurities Authorized for Issuance under Equity Compensation Plans\n\n \n\nThe Company does not have any equity compensation\nplans or any individual compensation arrangements with respect to its common stock or preferred stock. The issuance of any of our common\nor preferred stock is within the discretion of our Board of Directors, which has the power to issue any or all of our authorized but\nunissued shares without stockholder approval.\n\n \n\nRecent Sales of Unregistered Securities\n\n \n\n*Common Stock*\n\n \n\nDuring the twelve months ended December 31, 2025,\nthe Company issued:\n\n \n\n \n●\n650,000 shares of\ncommon stock to a Director, valued at $42,900; and\n\n \n\n \n●\n7,247,426 shares of\ncommon stock valued at $406,456 in satisfaction of convertible debt and interest; and\n\n \n\n \n●\n200,000 shares of common\nstock to consultants for services rendered valued at $13,200. The fair value was determined based on the Company’s stock price\non the grant date; and\n\n \n \n \n\n \n●\n1,000,000 shares of common\nstock for $50,000 in cash; and\n\n \n\n \n●\n1,147,059 shares of common\nstock in a cashless exercise of warrants to a debt holder; and\n\n \n \n \n\n \n●\n135,000 shares of common\nstock were repurchased by the Company for a value of $7,425; and\n\n \n\n 18 \n\n \n\n*Preferred Stock, Series A*\n\n \n\nAs of December 31, 2025, the Company issued:\n\n \n\n \n●\n300 shares of Series\nA preferred stock to a related party for the conversion of $300,000 in accrued rent payable;\n\n \n\n \n●\n375 shares of Series\nA preferred stock to a related party for the conversion of $375,000 in accrued compensation;\n\n \n\n \n●\n1,203 shares of Series\nA preferred stock to a related party for the conversion of $1,203,000 in shareholder advances.\n\n \n\n \n●\n\n128 shares of Series A preferred stock\nfor an aggregate of $128,000 in cash.\n\n \n\n \n●\n650 shares of Series\nA preferred stock to a related party for the conversion of $650,000 in loans payable.\n\n \n\nIssuer Purchases of Equity Securities\n\n \n\nNone."}