UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

~~March 1~~May 31, 2024

(Date of earliest event reported)

U.S. Lighting Group, Inc.

(Exact name of registrant as specified in its charter)

Florida		000-55689		46-3556776
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

1148 E 222nd Steet, Euclid, Ohio 44117

(Address of principal executive offices) (Zip Code)

216-896-7000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
None		N/A		N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

☐ Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 15.0102 ~~Entry~~Departure ~~into~~of aDirectors ~~Material~~or ~~Definitive~~Certain ~~Agreement~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On ~~August~~May 531, ~~2022~~2024, USAnthony ~~Lighting Group, Inc~~R. ~~(“we,”~~Corpora ~~“our” or~~stepped ~~the~~down ~~“company”)~~as ~~acquired MIGMarine Corporation from Paul Spivak,~~ the ~~company’s~~chief ~~founder~~executive officer and a ~~significant~~board ~~shareholder, for~~member ~~$6,833,333.~~of ~~Mig~~US ~~Marine~~Lighting isGroup, aInc. ~~fiberglass~~(“USLG” ~~design~~or ~~and~~the ~~manufacturing~~ “company”). ~~that~~Mr. Corpora ~~had~~joined ~~been~~the company ~~providing~~in ~~fabrication~~2021 and ~~assembly~~helped ~~services solely~~us totransition ~~Cortes~~from ~~Campers~~a ~~before~~commercial ~~the~~LED ~~acquisition.~~lighting ~~With~~and ~~the~~electronics ~~acquisition~~manufacturer ofinto ~~Mig~~an ~~Marine,~~innovative wecomposite ~~were able to streamline our manufacturing processes,~~manufacturer ~~improve~~utilizing ~~production~~advanced ~~cycles~~fiberglass ~~and~~technologies ~~scale~~in togrowth ~~meet~~sectors ~~the~~such ~~demand~~as ~~of Cortes Campers generated order back~~high-~~log.~~end ~~The~~recreational ~~Mig~~vehicles, ~~Marine~~prefabricated ~~purchase price was completely seller~~off-~~financed:~~grid ~~$638~~houses,~~333~~ ~~(10%) was deferred for one year interest free~~ and high-performance ~~was~~powerboats. ~~due~~Notable ~~August~~milestones 5,under ~~2023; and we issued~~ Mr. ~~Spivak~~Corpora’s aleadership ~~promissory note~~include indriving ~~the~~revenues ~~amount~~to ofover $3.6~~,195,000~~ million for ~~the~~2023, ~~remainder.~~primarily ~~Reflecting~~from ~~his~~sales ~~faith~~of infiberglass ~~the~~campers ~~company~~marketed ~~and~~under inour ~~order~~Cortes toCampers ~~support~~brand. ~~the operations and continued growth of the company, in 2023~~ Mr. ~~Spivak~~Corpora ~~waived~~has ~~waived~~decided ~~all interest accrued on the note for 2022 and 2023, and agreed~~ to ~~defer payment~~pursue ofother ~~the~~opportunities ~~$638,333~~utilizing ~~deposit and payments on~~ the ~~note~~leadership toskills ~~January~~he ~~2024.~~has ~~Effective~~honed ~~January~~during 1,his ~~2024,~~tenure Mrat USLG. ~~Spivak~~ ~~again~~Our ~~generously~~board ~~agreed~~and ~~to waive~~management ~~all~~team ~~interest~~thank tohim ~~accrue on the note~~ for his ~~2024~~contributions and towish ~~defer~~him ~~payments of~~ the ~~deposit~~best ~~and~~of onluck ~~the~~in ~~note~~his tofuture ~~January 2025, with the final note payment due December 1, 2029~~endeavors.

OnAt ~~March~~this 1,time ~~2024, we entered into a cancellation of debt agreement with Mr. Spivak. In order strengthen~~ the company’s ~~balance~~has ~~sheet,~~not ~~pursuant~~identified toa ~~the~~new ~~agreement~~CEO ~~Mr. Spivak cancelled~~ and ~~forgave the~~is ~~$638,333~~in ~~deposit obligation and $1,195,000 of~~ the ~~principal of the note effective December 31, 2023. As of that date, the principal~~ ~~amount~~process of ~~the~~conducting ~~note~~a ~~was~~search ~~reduced~~and ~~from $6,195,000 to is $5,000,000. No interest~~ will ~~accrue~~announce onany ~~the~~additions ~~note~~to inour ~~2024~~executive ~~and~~team ~~the~~or ~~first payment will be due on January 1, 2025~~board.

The cancellation of debt agreement is filed an exhibit to this Current Report on Form 8-K. The description above is qualified in its entirety by reference to the full text of the agreement.

Item 9.01 Financial Statements and Exhibits.

Exhibit 10.1		Cancellation of Debt Agreement dated March 1, 2024 between US Lighting Group, Inc. and Paul Spivak
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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 March 5, 2024	/s/ Anthony R. Corpora
Dated May 31, 2024	/s/ Michael A. Coates
	By Anthony R. Corpora
	By Michael A. Coates
	Chief Executive Officer
	Chief Financial Officer

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