U.S. Lighting Group, Inc.: M&A transaction — U.S. Lighting Group acquires Mig Marine for $6.2M note; Mig Marine had $0 revenue, $210K loss in 2021

U.S. Lighting Group, Inc.

Acquired 100% of Mig Marine from related party Paul Spivak for a $6,195,000 promissory note plus $683,333 deposit.
Mig Marine's audited 2021 financials: zero revenue, net loss of $209,952, and accumulated deficit of $284,722.
Auditor expressed substantial doubt about Mig Marine's ability to continue as a going concern.
Mig Marine had $1,050,658 in related-party loans and $150,000 accrued officer compensation as of Dec 31, 2021.
Promissory note bears 6.25% interest, amortized over 5 years; all related-party payables to Spivak forgiven upon closing.

item 9.01 item 1.01 item 2.01

Key facts

Extracted from this filing and checked against the source text.

M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

U.S. Lighting Group, Inc. completed an acquisition involving Paul Spivak (closed 2022-08-05).

Action: acquisition
Counterparty: Paul Spivak
Closing: 2022-08-05

Exact text from the filing

On August 5, 2022, the Company closed on the acquisition of all of the outstanding common stock of Mig Marine pursuant to the terms of the Agreement and Promissory Note as set forth in Item 2.01 (which discussion is incorporated by reference herein).

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

U.S. Lighting Group, Inc. entered into Stock Purchase Agreement with Paul Spivak valued at $6,195,000 promissory note and $683,333 deposit (effective 2022-08-05).

Action: entry
Agreement: asset purchase
Counterparty: Paul Spivak
Value: $6,195,000 promissory note and $683,333 deposit
Effective: 2022-08-05

Exact text from the filing

On August 5, 2022, the “ Company entered into a Stock Purchase Agreement (the “ Agreement ”) with Paul Spivak, a related party, (“ Seller ”), whereby the Company agreed to acquire one hundred percent of the outstanding shares of common stock of Mig Marine in exchange for a promissory note of $6,195,000 (the “ Promissory Note ”) and a deposit of $683,333 payable on or before August 05, 2023

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Source: SEC EDGAR

accession 0001213900-22-068516

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