Securities Registration Statement (s-1/a)
28 December 2021 - 03:27AM
Edgar (US Regulatory)
As filed with the Securities and
Exchange Commission on December 27, 2021
Registration
No. 333-261892
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Amendment No. 1
to
FORM
S-1
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
Applied uv, inc.
(Exact
name of registrant as specified in its charter)
|
Delaware |
3648 |
84-4373308 |
|
(State
or Other Jurisdiction of Incorporation or Organization) |
(Primary
Standard Industrial Classification Code Number) |
(I.R.S.
Employer Identification No.) |
150
N. Macquesten Parkway
Mount
Vernon, NY 10550
(914)
665-6100
(Address,
including zip code, and telephone number, including area
code,
of
registrant’s principal executive offices)
Max
Munn
President
Applied
UV, Inc.
150
N. Macquesten Parkway
Mount
Vernon, NY 10550
(914)
665-6100
(Name,
address, including zip code, and telephone number, including area
code, of agent for service)
Copies
to:
| Ross D. Carmel, Esq. |
|
| Jeffrey P. Wofford, Esq. |
Joseph M. Lucosky, Esq. |
| Carmel, Milazzo & Feil LLP |
Soyoung Lee, Esq. |
| 55
West 39th Street, 18th Floor |
Lucosky Brookman LLP |
| New
York, New York 10018 |
101
Wood Avenue South, 5th Floor |
| Telephone: (212)
658-0458 |
Woodbridge, New Jersey 08830 |
Approximate
date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration
Statement.
If
any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933 check the following
box. ☒
If
this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration
statement number of the earlier effective registration statement
for the same offering. ☐
If
this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier
effective registration statement for the same
offering. ☐
If
this Form is a post-effective amendment filed pursuant to Rule
462(d) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier
effective registration statement for the same
offering. ☐
Indicate
by check mark whether the registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of “large accelerated
filer,” “accelerated filer” and “smaller reporting company” in Rule
12b-2 of the Securities Exchange Act of 1934.
|
Large
accelerated filer ☐ |
Accelerated
filer ☐ |
| Non-accelerated
filer ☒ |
Smaller
reporting company ☒ |
| |
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 to
Section 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
This Amendment No. 1 to the Registration Statement on Form S-1
(File No. 333-261892) is filed solely to file Exhibit 1.1, Exhibit
5.1 and Exhibit 23.5 thereto. Accordingly, this Amendment No. 1
consists only of the facing page, this explanatory note, Item 16(a)
of Part II of the Registration Statement, the signature page to the
Registration Statement and Exhibits 1.1, 5.1 and 23.5. The
remainder of the Registration Statement is unchanged and has
therefore been omitted.
Part II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits and Financial Statement Schedules.
(a) Exhibits: Reference is made to the Exhibit
Index following the signature pages hereto, which Exhibit Index is
hereby incorporated into this Item.
(b) Financial Statement Schedules: All schedules
are omitted because the required information is inapplicable or the
information is presented in the financial statements and the
related notes.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City
of Mount Vernon, State of New York on the 27th day
of December, 2021.
| |
APPLIED
UV, INC. |
| |
|
|
By: |
|
/s/
Max Munn |
|
|
|
Max
Munn |
|
|
|
Interim
Chief Executive Officer, President
(Principal
Executive Officer)
|
Pursuant
to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in
the capacities and on the dates indicated.
|
Name |
|
Capacity in Which Signed |
|
Date |
| |
|
|
|
|
|
/s/
Max Munn |
|
Interim
Chief Executive Officer, President and Director |
|
December
27, 2021 |
| Max
Munn |
|
|
|
|
| |
|
|
|
|
|
/s/
Michael Riccio |
|
Chief
Financial Officer (Principal Financial and Accounting
officer) |
|
December
27, 2021 |
| Michael
Riccio |
|
|
|
|
| |
|
|
|
|
|
/s/
Joel Kanter |
|
Chairman
of the Board |
|
December
27, 2021 |
| Joel
Kanter |
|
|
|
|
| |
|
|
|
|
| |
|
|
|
|
|
/s/
Eugene Bauer |
|
Director |
|
December
27, 2021 |
|
Dr.
Eugen Bauer |
|
|
|
|
| |
|
|
|
|
|
/s/
Alastair Clemow |
|
Director |
|
December
27, 2021 |
| Dr.
Alastair Clemow |
|
|
|
|
| |
|
|
|
|
|
/s/
Dr. Dallas Hack |
|
Director |
|
December
27, 2021 |
| Dr.
Dallas Hack |
|
|
|
|
| |
|
|
|
|
|
/s/
Eugene Burleson |
|
Director |
|
December
27, 2021 |
| Eugene
Burleson |
|
|
|
|
EXHIBIT
INDEX
|
1.1 |
Underwriting
Agreement. |
| 3.1 |
Certificate
of Incorporation of the Registrant (incorporated by reference to
Exhibit 3.1 of the Registrant’s Registration Statement on Form S-1
(File No. 333-239892) filed with the SEC as of July 16,
2020). |
| 3.2 |
Amended
and Restated Certificate of Incorporation of the Registrant
(incorporated by reference to Exhibit 3.2 of the Registrant’s
Registration Statement on Form S-1 (File No. 333-239892) filed with
the SEC as of July 16, 2020). |
| 3.3 |
Bylaws
of the Registrant (incorporated by reference to Exhibit 3.3 of the
Registrant’s Registration Statement on Form S-1 (File No.
333-239892) filed with the SEC as of July 16,
2020). |
| 3.4 |
Certificate
of Designation, Preferences and Rights of Series A Preferred Stock
(incorporated by reference to Exhibit 3.4 of the Registrant’s
Registration Statement on Form S-1 (File No. 333-239892) filed with
the SEC as of July 16, 2020). |
| 3.5 |
Certificate
of Amendment of Certificate of Incorporation filed on June 17, 2020
(incorporated by reference to Exhibit 3.5 of the Registrant’s
Registration Statement on Form S-1 (File No. 333-239892) filed with
the SEC as of July 16, 2020). |
| 3.6 |
Certificate
of Amendment of Certificate of Incorporation filed on June 23, 2020
(incorporated by reference to Exhibit 3.6 of the Registrant’s
Registration Statement on Form S-1 (File No. 333-239892) filed with
the SEC as of July 16, 2020). |
| 3.7 |
Certificate
of Amendment of Certificate of Incorporation filed July 14, 2020
(incorporated by reference to Exhibit 3.7 of the Registrant’s
Registration Statement on Form S-1 (File No. 333-239892) filed with
the SEC as of July 16, 2020). |
| 3.8 |
Certificate
of Amendment to Certificate of Designation of Series A Preferred
Stock, filed on June 17, 2021 (incorporated by reference to Exhibit
3.1 of the Registrant’s Current Report on Form 8-K, filed on July
19, 2021). |
| 3.9 |
Certificate
of Designation, Preferences and Rights of 10.5% Series A Cumulative
Perpetual Preferred Stock (incorporated by reference to Exhibit 3.9
of the Registrant’s Registration Statement on Form S-1 (File No.
333-257197) filed with the SEC as of June 25,
2021). |
| 3.10 |
Certificate
of Amendment to the Amended and Restated Certificate of
Incorporation, filed on October 7, 2021 |
| 3.11 |
Certificate of Amendment to the Certificate of
Designation of Series A Preferred Stock, filed on December 8,
2021 |
| 5.1 |
Opinion
of Counsel to the Registrant. |
| 10.1 |
Exchange
Agreement, dated March 26, 2019 among the Registrant, SteriLumen,
Inc. and each of the stockholders of SteriLumen, Inc. (incorporated
by reference to Exhibit 10.1 of the Registrant’s Registration
Statement on Form S-1 (File No. 333-239892) filed with the SEC as
of July 16, 2020). |
| 10.2 |
Exchange
Agreement, dated March 27, 2019 among the Registrant, SteriLumen,
Inc. and Laurie Munn (incorporated by reference to Exhibit 10.2 of
the Registrant’s Registration Statement on Form S-1 (File No.
333-239892) filed with the SEC as of July 16,
2020). |
| 10.3 |
Exchange
Agreement, dated July 1, 2019 among the Registrant, Munn Works, LLC
and Laurie Munn (incorporated by reference to Exhibit 10.3 of the
Registrant’s Registration Statement on Form S-1 (File No.
333-239892) filed with the SEC as of July 16,
2020). |
| 10.4 |
Warrant,
dated April 1, 2020 issued to Max Munn (incorporated by reference
to Exhibit 10.4 of the Registrant’s Registration Statement on Form
S-1 (File No. 333-239892) filed with the SEC as of July 16,
2020). |
| 10.5 |
The
Registrant’s 2020 Omnibus Incentive Plan (incorporated by reference
to Exhibit 10.5 of the Registrant’s Registration Statement on Form
S-1 (333-239892) filed with the SEC as of July 16,
2020). |
| 10.6 |
Form
of Option Agreement and Grant issued under February 18, 2020 Board
Approval (incorporated by reference to Exhibit 10.6 of the
Registrant’s Registration Statement on Form S-1 (File No.
333-239892) filed with the SEC as of July 16,
2020). |
| 10.7 |
Agreement,
dated April 20, 2020 between Icahn School of Medicine at Mount
Sinai and SteriLumen, Inc. (incorporated by reference to Exhibit
10.7 of the Registrant’s Registration Statement on Form S-1 (File
No. 333-239892) filed with the SEC as of July 16,
2020). |
| 10.8 |
Employment
Agreement, dated December 1, 2021 between the Registrant and James
Alecxih (incorporated by reference to Exhibit 10.1 of the
Registrant’s Current Report on Form 8-K, filed on December 10,
2021). |
| 10.9 |
Employment
Agreement, dated June 30, 2020 between the Registrant and James L.
Doyle III (incorporated by reference to Exhibit 10.9 of the
Registrant’s Registration Statement on Form S-1 (File No.
333-239892) filed with the SEC as of July 16,
2020). |
| 10.10 |
Common
Stock Purchase Warrant, dated July 1, 2020 (incorporated by
reference to Exhibit 10.10 of the Registrant’s Registration
Statement on Form S-1 (File No. 333-239892) filed with the SEC as
of July 16, 2020). |
| 10.11 |
Common
Stock Purchase Warrant, dated July 1, 2020 (incorporated by
reference to Exhibit 10.11 of the Registrant’s Registration
Statement on Form S-1 (File No. 333-239892) filed with the SEC as
of July 16, 2020). |
| 10.12 |
Form
of Option issued to Medical Advisory Board members (incorporated by
reference to Exhibit 10.12 of the Registrant’s Registration
Statement on Form S-1 (File No. 333-239892) filed with the SEC as
of July 16, 2020). |
| 10.13 |
Asset
Purchase Agreement, dated as of February 8, 2021, by and among
Applied UV, Inc., SteriLumen, Inc., Akida Holdings LLC, and members
of Akida Holdings, LLC. (incorporated by reference to Exhibit 2.1
of the Registrant’s Current Report on Form 8-K filed with the SEC
as of February 11, 2021). |
| 10.14 |
Contract
Manufacturing Agreement, dated as of January 1, 2021, by and
between KES Science & Technology, Inc. and Akida Holdings
LLC. |
| 10.15 |
Intellectual
Property Assignment and License Agreement, dated as of January 1,
2021, by and among KES Science & Technology, Inc., KES Air
Technologies, LLC and Akida Holdings LLC. |
| 10.16 |
Management
Services Agreement, dated as of January 1, 2021, by and between KES
Science & Technology, Inc. and Akida Holdings
LLC. |
| 10.17 |
Employment
Offer to Michael Riccio (incorporated by reference to Exhibit 10.1
of the Registrant’s Current Report on Form 8-K filed with the SEC
as of April 20, 2021). |
| 10.18 |
Employment Agreement, dated June 30, 2020 between
the Registrant and Max Munn (incorporated by reference to Exhibit
10.9 of the Registrant’s Registration Statement on Form S-1 (File
No. 333-239892) filed with the SEC as of July 16,
2020). |
|
21.1 |
List
of Subsidiaries of the Registrant (incorporated by reference to
Exhibit 21.1 of the Registrant’s Registration Statement on Form S-1
(File No. 333-239892) filed with the SEC as of July 16,
2020). |
| 23.1 |
Consent
of Adeptus Partners LLC, dated December 23, 2021. |
| 23.2 |
Consent
of Marcum LLP, dated December 27, 2021. |
| 23.3 |
Consent
of Assurance Dimensions dated December 23, 2021 |
| 23.4 |
Consent
of BF Borgers CPA PC dated December 27, 2021 |
| 23.5 |
Consent
of Counsel to the Registrant (included in Exhibit
5.1). |
| 24.1 |
Power
of Attorney. |
Applied UV (NASDAQ:AUVI)
Historical Stock Chart
From Apr 2022 to May 2022
Applied UV (NASDAQ:AUVI)
Historical Stock Chart
From May 2021 to May 2022
