UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Item 1.01 Entry into a Material Definitive Agreement.
US Lighting Group, Inc. (“USLG”) entered into a securities purchase agreement (the “SPA”) with 1800 Diagonal Lending LLC (“1800 Diagonal Lending”) and issued a promissory note in the original principal amount of $120,750 (the “note”) to 1800 Diagonal Lending pursuant to the SPA. The loan funded on November 7, 2023. USLG will use the proceeds of the loan for general working capital purposes.
USLG provided typical representations and agreed to standard covenants pursuant to the SPA. The SPA does not include any financial covenants.
The note has an original issuance discount of $15,750, bears a one-time interest charge of 12%, or $14,490 in total, and is due on August 15, 2024. USLG may prepay the note at any time without penalty. Under the terms of the note, USLG may not sell a significant portion of its assets without the approval of 1800 Diagonal Lending, must comply with the company’s reporting requirements under the Securities Exchange Act of 1934, and must maintain the listing of the company’s common stock on the OTC Market or other exchange. USLG’s failure to comply with any of these covenants, among other matters, would constitute an event of default. Upon an event of default, the note will bear interest at 22% and 1800 Diagonal Lending will be entitled to its costs of collection. Upon an event of default, 1800 Diagonal Lending may also convert the amount outstanding under the note into shares of USLG common stock at a conversion price equal to 61% of the lowest trading price of the stock during the ten trading days before the conversion date.
The SPA and note are filed as exhibits to this Current Report on Form 8-K. The descriptions above are qualified in their entirety by reference to the full text of these documents.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The disclosure included under Item 1.01 above is incorporated by reference to this Item 2.03.
Item 3.02 Unregistered Sales of Equity Securities.
The disclosure included under Item 1.01 above is incorporated by reference to this Item 3.02. The issuance of the note to 1800 Diagonal Lending was exempt from registration under Section 4(a)(2) of the Securities Act of 1933.
Item 9.01 Financial Statements and Exhibits.
| Exhibit 10.1 | Securities Purchase Agreement dated November 2, 2023 between US Lighting Group, Inc. and 1800 Diagonal Lending LLC | |
| Exhibit 10.2 | Promissory Note dated November 2, 2023 in the original principal amount of $120,750 issued by US Lighting Group, Inc. to 1800 Diagonal Lending LLC | |
| Exhibit 104 | Cover Page Interactive Data File (formatted as Inline XBRL) |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| US Lighting Group, Inc. | |
| Dated November 8, 2023 | /s/ Anthony R. Corpora |
| By Anthony R. Corpora | |
| Chief Executive Officer |
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