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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/16/24 U.S. Lighting Group, Inc. 10-K 12/31/23 55:3.2M EdgarAgents LLC/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 615K
2: EX-19.1 Us Lighting Group, Inc. Insider Trading Policy HTML 48K
3: EX-31.1 Certification -- §302 - SOA'02 HTML 20K
4: EX-31.2 Certification -- §302 - SOA'02 HTML 20K
5: EX-32.1 Certification -- §906 - SOA'02 HTML 17K
11: R1 Cover HTML 84K
12: R2 Audit Information HTML 21K
13: R3 Consolidated Balance Sheets HTML 107K
14: R4 Consolidated Balance Sheets (Parentheticals) HTML 36K
15: R5 Consolidated Statement of Operations HTML 100K
16: R6 Consolidated Statements of Shareholders? Equity HTML 53K
(Deficit)
17: R7 Consolidated Statement of Cash Flows HTML 97K
18: R8 Organization HTML 23K
19: R9 Summary of Significant Accounting Policies HTML 44K
20: R10 Liquidity HTML 19K
21: R11 Sale of Assets HTML 19K
22: R12 Property and Equipment HTML 28K
23: R13 Accrued Payroll to Officer HTML 19K
24: R14 Loans Payable to Related Parties HTML 25K
25: R15 Loans Payable HTML 27K
26: R16 Convertible Secured Note Payable HTML 22K
27: R17 Shareholders? Equity HTML 25K
28: R18 Income Taxes HTML 22K
29: R19 Legal Proceedings HTML 18K
30: R20 Subsequent Events HTML 19K
31: R21 Pay vs Performance Disclosure HTML 28K
32: R22 Insider Trading Arrangements HTML 22K
33: R23 Accounting Policies, by Policy (Policies) HTML 78K
34: R24 Summary of Significant Accounting Policies HTML 20K
(Tables)
35: R25 Property and Equipment (Tables) HTML 27K
36: R26 Loans Payable to Related Parties (Tables) HTML 24K
37: R27 Loans Payable (Tables) HTML 30K
38: R28 Summary of Significant Accounting Policies HTML 33K
(Details) - Schedule of Property and Equipment and
Estimated Useful Lives of the Assets
39: R29 Liquidity (Details) HTML 32K
40: R30 Sale of Assets (Details) HTML 20K
41: R31 Property and Equipment (Details) - Schedule of HTML 44K
Property and Equipment
42: R32 Accrued Payroll to Officer (Details) HTML 18K
43: R33 Loans Payable to Related Parties (Details) - HTML 34K
Schedule of Loans Payable to Related Parties
44: R34 Loans Payable to Related Parties (Details) - HTML 52K
Schedule of Loans Payable to Related Parties
(Parentheticals)
45: R35 Loans Payable (Details) - Schedule of Loans HTML 39K
Payable
46: R36 Loans Payable (Details) - Schedule of Loans HTML 61K
Payable (Parentheticals)
47: R37 Convertible Secured Note Payable (Details) HTML 22K
48: R38 Shareholders? Equity (Details) HTML 35K
49: R39 Income Taxes (Details) HTML 25K
50: R40 Subsequent Events (Details) HTML 20K
52: XML IDEA XML File -- Filing Summary XML 93K
55: XML XBRL Instance -- ea0203740-10k_uslighting_htm XML 457K
51: EXCEL IDEA Workbook of Financial Report Info XLSX 78K
7: EX-101.CAL XBRL Calculations -- uslg-20231231_cal XML 85K
8: EX-101.DEF XBRL Definitions -- uslg-20231231_def XML 404K
9: EX-101.LAB XBRL Labels -- uslg-20231231_lab XML 671K
10: EX-101.PRE XBRL Presentations -- uslg-20231231_pre XML 367K
6: EX-101.SCH XBRL Schema -- uslg-20231231 XSD 108K
53: JSON XBRL Instance as JSON Data -- MetaLinks 363± 497K
54: ZIP XBRL Zipped Folder -- 0001213900-24-033333-xbrl Zip 184K
Exhibit 19.1
US Lighting Group, Inc. Insider Trading Policy
This insider trading policy (this “Policy”) describes the standards of US Lighting Group, Inc. and its subsidiaries (the “Company”) on trading, and causing the trading of, the Company’s securities or securities of certain other publicly traded companies while in possession of confidential information. This Policy is divided into two parts: the first part prohibits trading in certain circumstances and applies to the Company, all directors, officers and employees of the Company and their immediate family members, and the second part imposes special additional trading restrictions and applies to the Company, all directors and executive officers of the Company (“Company Insiders”) and the employees listed on Appendix A (collectively, “Covered Persons”).
One of the principal purposes of the federal securities laws is to prohibit so-called “insider trading.” Simply stated, insider trading occurs when a person uses material nonpublic information obtained through involvement with the Company to make decisions to purchase, sell, give away or otherwise trade in the Company’s securities or to provide that information to others outside the Company. The prohibitions against insider trading apply to trades, tips and recommendations by virtually any person, including all persons associated with the Company, if the information involved is “material” and “nonpublic.” These terms are defined in this Policy under Part I, Section 3 below. The prohibitions would apply to any director, officer or employee who buys or sells Company stock on the basis of material nonpublic information that he or she obtained about the Company, its customers, suppliers, or other companies with which the Company has contractual relationships or may be negotiating transactions.
PART I
1. Applicability
This Policy applies to all trading or other transactions in the Company’s securities, including common stock, options, warrants and any other securities that the Company may issue, such as preferred stock, notes, bonds and convertible securities, as well as to derivative securities relating to any of the Company’s securities, whether or not issued by the Company.
This Policy applies to the Company, all employees of the Company, all officers of the Company, and all members of the Company’s board of directors, and the family members of employees, officers and directors.
2. General Policy: No Trading or Causing Trading While in Possession of Material Nonpublic Information
(a) No director, officer or employee or any of their immediate family members may purchase or sell, offer to purchase or sell, or gift any Company security, whether or not issued by the Company, while in possession of material nonpublic information about the Company. (The terms “material” and “nonpublic” are defined in Part I, Section 3(a) and (b) below.)
(b) No director, officer or employee or any of their immediate family members who knows of any material nonpublic information about the Company may communicate that information to (“tip”) any other person, including family members and friends, or otherwise disclose such information without the Company’s authorization.
(c) No director, officer or employee or any of their immediate family members may purchase or sell any security of any other company, whether or not issued by the Company, while in possession of material nonpublic information about that company that was obtained in the course of his or her involvement with the Company. No director, officer or employee or any of their immediate family members who knows of any such material nonpublic information may communicate that information to, or tip, any other person, including family members and friends, or otherwise disclose such information without the Company’s authorization.
(d) For compliance purposes, you should never trade, tip or recommend securities (or otherwise cause the purchase or sale of securities) while in possession of information that you have reason to believe is material and nonpublic unless you first consult with, and obtain the advance approval of, the Compliance Officer (who is identified in Part I, Section 3(c) below).
(e) Covered Persons must “pre-clear” all trading in securities of the Company in accordance with the procedures set forth in Part II, Section 3 below.
3. Definitions
(a) Material. Insider trading restrictions come into play only if the information you possess is “material.” Materiality, however, involves a relatively low threshold. Information is generally regarded as “material” if it has market significance, that is, if its public dissemination is likely to affect the market price of securities, or if it otherwise is information that a reasonable investor would want to know before making an investment decision. Information dealing with the following subjects is reasonably likely to be found material in particular situations:
| ● | significant changes in the Company’s prospects (for example, signing up a large dealer); |
| ● | significant write-downs in assets or increases in reserves; |
| ● | developments regarding significant litigation or government agency investigations; |
| ● | liquidity problems; |
| ● | changes in earnings estimates or unusual gains or losses in major operations; |
| ● | changes in the Company’s high-level management or the board of directors; |
| ● | changes in dividends; |
| ● | extraordinary borrowings; |
| ● | major changes in accounting methods or policies; |
| ● | award or loss of a significant contract; |
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| ● | cybersecurity risks and incidents, including vulnerabilities and breaches; |
| ● | changes in debt ratings; |
| ● | proposals, plans or agreements, even if preliminary in nature, involving mergers, acquisitions, divestitures, recapitalizations, strategic alliances, licensing arrangements, or purchases or sales of substantial assets; and |
| ● | offerings of Company securities. |
Material information is not limited to historical facts but may also include projections and forecasts. With respect to a future event, such as a merger, acquisition or introduction of a new product, the point at which negotiations or product development are determined to be material is determined by balancing the probability that the event will occur against the magnitude of the effect the event would have on a company’s operations or stock price should it occur. As a result, information concerning an event that would have a large effect on stock price, such as a merger, may be material even if the possibility that the event will occur is relatively small. When in doubt about whether particular nonpublic information is material, you should presume it is material. If you are unsure whether information is material, you should either consult the Compliance Officer before making any decision to disclose such information (other than to persons who need to know it) or to trade in or recommend securities to which that information relates or assume that the information is material.
(b) Nonpublic. Insider trading prohibitions come into play only when you possess information that is material and “nonpublic.” The fact that information has been disclosed to a few members of the public does not make it public for insider trading purposes. To be “public” the information must have been disseminated in a manner designed to reach investors generally, typically by issuing a press release or filing a Form 8-K, and the investors must be given the opportunity to absorb the information. Even after public disclosure of information about the Company, you must wait until the close of business on the second trading day after the information was publicly disclosed before you can treat the information as public.
Nonpublic information may include:
| ● | information available to a select group of analysts or brokers or institutional investors; |
| ● | undisclosed facts that are the subject of rumors, even if the rumors are widely circulated; and |
| ● | information that has been entrusted to the Company on a confidential basis until a public announcement of the information has been made and enough time has elapsed for the market to respond to a public announcement of the information (normally two trading days). |
As with questions of materiality, if you are not sure whether information is considered public, you should either consult with the Compliance Officer or assume that the information is nonpublic and treat it as confidential.
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(c) Compliance Officer. The Company has appointed the Chief Financial Officer as the Compliance Officer for this Policy. The duties of the Compliance Officer include, but are not limited to, the following:
| ● | assisting with implementation and enforcement of this Policy; |
| ● | circulating this Policy to all employees and ensuring that this Policy is amended as necessary to remain up-to-date with insider trading laws; |
| ● | pre-clearing all trading in securities of the Company by Covered Persons in accordance with the procedures set forth in Part II, Section 3 below; |
| ● | providing approval of any Rule 10b5-1 plans under Part II, Section 1(c) below and any prohibited transactions under Part II, Section 4 below; and |
| ● | providing an insider trading reporting system with an effective whistleblower protection mechanism. |
4. Exceptions
The trading restrictions of this Policy do not apply to exercising stock options granted under the Company’s equity incentive plan for cash or the delivery of previously owned Company stock. However, the sale of any shares issued on the exercise of Company-granted stock options and any cashless exercise of Company-granted stock options are subject to trading restrictions under this Policy.
5. Violations of Insider Trading Laws
Penalties for trading on or communicating material nonpublic information can be severe, both for individuals involved in the unlawful conduct and their employers and supervisors, and may include jail terms, criminal fines, civil penalties and civil enforcement injunctions. Given the severity of the potential penalties, compliance with this Policy is absolutely mandatory.
(a) Legal Penalties. A person who violates insider trading laws by engaging in transactions in a company’s securities when he or she has material nonpublic information can be sentenced to a substantial jail term and required to pay a criminal penalty of several times the amount of profits gained or losses avoided.
In addition, a person who tips others may also be liable for transactions by the tippees to whom he or she has disclosed material nonpublic information. Tippers can be subject to the same penalties and sanctions as the tippees, and the SEC has imposed large penalties even when the tipper did not profit from the transaction.
The SEC can also seek substantial civil penalties from any person who, at the time of an insider trading violation, “directly or indirectly controlled the person who committed such violation,” which would apply to the Company and/or management and supervisory personnel. These control persons may be held liable for up to the greater of a million dollars or three times the amount of the profits gained or losses avoided. Even for violations that result in a small or no profit, the SEC can seek penalties from a company and/or its management and supervisory personnel as control persons.
(b) Company-Imposed Penalties. Employees who violate this Policy may be subject to disciplinary action by the Company, including dismissal for cause. Any exceptions to the Policy, if permitted, may only be granted by the Compliance Officer and must be provided before any activity contrary to the above requirements takes place.
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6. Inquiries
If you have any questions regarding any of the provisions of this Policy, please contact the Compliance Officer.
PART II
1. Blackout Periods
All Covered Persons are prohibited from trading in the Company’s securities during blackout periods as defined below.
(a) Quarterly Blackout Periods. Trading in the Company’s securities is prohibited during the period beginning at the close of the market on the date that is two weeks before the end of each fiscal quarter and ending at the close of business on the second trading day following the date the Company’s financial results are publicly disclosed and Form 10-Q or Form 10-K is filed. During these periods, Covered Persons generally possess or are presumed to possess material nonpublic information about the Company’s financial results.
(b) Other Blackout Periods. From time to time, other types of material nonpublic information regarding the Company (such as negotiation of mergers, acquisitions or dispositions, or new product developments) may be pending and not be publicly disclosed. While material nonpublic information is pending, the Company may impose special blackout periods during which Covered Persons are prohibited from trading in the Company’s securities. If the Company imposes a special blackout period, it will notify the Covered Persons affected.
(c) Exception. These trading restrictions do not apply to transactions under a pre-existing written plan, contract, instruction, or arrangement that complies with Rule 10b5-1 under the Securities Exchange Act of 1934 (an “Approved 10b5-1 Plan”) and that:
(i) has been reviewed and approved at least 90 days in advance of any trades under the plan by the Compliance Officer (or, if revised or amended, the revisions or amendments have been reviewed and approved by the Compliance Officer at least one month in advance of any subsequent trades);
(ii) was entered into in good faith by the Covered Person at a time when the Covered Person was not in possession of material nonpublic information about the Company; and
(iii) gives a third party the discretionary authority to execute such purchases and sales, outside the control of the Covered Person, so long as such third party does not possess any material nonpublic information about the Company; or explicitly specifies the security or securities to be purchased or sold, the number of shares, the prices and/or dates of transactions, or other formula(s) describing such transactions.
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2. Trading Window
Covered Persons are permitted to trade in the Company’s securities when no blackout period is in effect. However, even during an open trading window, a Covered Person who is in possession of any material nonpublic information must not trade in the Company’s securities until the information has been made publicly available or is no longer material. In addition, the Company may close an open trading window if a special blackout period under Part II, Section 1(b) above is imposed and will re-open the trading window once the special blackout period has ended.
3. Pre-Clearance of Securities Transactions
(a) Because Company Insiders are likely to obtain material nonpublic information on a regular basis, the Company requires all such persons to refrain from trading, even during a trading window under Part II, Section 2 above, without first pre-clearing all transactions in the Company’s securities.
(b) Subject to the exemption in subsection (d) below, no Company Insider may, directly or indirectly, purchase or sell (or otherwise make any transfer, gift, pledge or loan of) any Company security at any time without first obtaining prior approval from the Compliance Officer. These procedures also apply to transactions by the Company Insider’s spouse, other persons living in the Company Insider’s household and minor children, and to transactions by entities over which the Company Insider’s exercises control.
(c) The Compliance Officer will record the date each request is received and the date and time each request is approved or disapproved. Unless revoked, a grant of permission will normally remain valid until the close of trading two business days following the day on which it was granted. If the transaction does not occur during the two-day period, pre-clearance of the transaction must be re-requested.
(d) Pre-clearance is not required for purchases and sales of securities under an Approved 10b5-1 Plan. With respect to any purchase or sale under an Approved 10b5-1 Plan, the third-party effecting transactions on behalf of the Company Insider should be instructed to send duplicate confirmations of all transactions to the Compliance Officer.
4. Prohibited Transactions
(a) Company Insiders are prohibited from trading in the Company’s equity securities during a blackout period imposed under an “individual account” retirement or pension plan of the Company, during which at least 50% of the plan participants are unable to purchase, sell or otherwise acquire or transfer an interest in equity securities of the Company, due to a temporary suspension of trading by the Company or the plan fiduciary.
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(b) Covered Persons, including the Covered Person’s spouse, other persons living in the Covered Person’s household and minor children, and entities over which the Covered Person exercises control, are prohibited from engaging in the following transactions in the Company’s securities unless advance approval is obtained from the Compliance Officer:
(i) Short-term trading. Company Insiders who purchase Company securities may not sell any Company securities of the same class for at least six months after the purchase;
(ii) Short sales. Covered Persons may not sell the Company’s securities short;
(iii) Options trading. Covered Persons may not buy or sell puts or calls or other derivative securities on the Company’s securities;
(iv) Trading on margin or pledging. Covered Persons may not hold Company securities in a margin account or pledge Company securities as collateral for a loan; and
(v) Hedging. Covered Persons may not enter into hedging or monetization transactions or similar arrangements with respect to Company securities.
5. Acknowledgment and Certification
All Covered Persons are required to sign the attached acknowledgment and certification.
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ACKNOWLEDGMENT AND CERTIFICATION
The undersigned does hereby acknowledge receipt of the Policy. The undersigned has read and understands (or has had explained) the Policy and agrees to be governed by the Policy at all times in connection with the purchase and sale of securities and the confidentiality of nonpublic information.
| Signature | |
| Please print name | |
| Date |
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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/05/24 U.S. Lighting Group, Inc. 8-K:1,9 3/01/24 11:194K EdgarAgents LLC/FA 1/22/24 U.S. Lighting Group, Inc. DEF 14C 1/24/24 1:478K EdgarAgents LLC/FA 11/08/23 U.S. Lighting Group, Inc. 8-K:1,2,3,911/07/23 12:336K EdgarAgents LLC/FA 9/29/23 U.S. Lighting Group, Inc. 8-K:1,2,9 9/29/23 13:240K EdgarAgents LLC/FA 7/17/23 U.S. Lighting Group, Inc. 8-K:1,2,3,9 7/14/23 14:382K EdgarAgents LLC/FA 10/28/22 U.S. Lighting Group, Inc. 8-K:5,9 10/25/22 11:225K EdgarAgents LLC/FA 8/11/22 U.S. Lighting Group, Inc. 8-K:1,2 8/05/22 11:312K EdgarAgents LLC/FA 5/19/21 U.S. Lighting Group, Inc. 8-K:1,9 5/19/21 2:242K EdgarAgents LLC/FA 9/28/20 U.S. Lighting Group, Inc. 10-12G 8:4.5M EdgarAgents LLC/FA |