AUVI Applied UV Inc

Item 1.01. Entry into a Material Definitive Agreement.

On December 28, 2021, Applied UV, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with EF Hutton, division of Benchmark Investments, LLC (the “Underwriter”), related to the offering of 2,666,667 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share, at a public offering price of $3.00 per share. In addition, the Company granted the Underwriter a 45-day option to purchase up to an additional 400,000 Shares pursuant to its exercise of an overallotment under the terms of the Underwriting Agreement.

The Shares were offered and sold by the Company pursuant to the Company’s registration statement on Form S-1 (File No. 333-261892) (the “Registration Statement”) and filed with the Securities and Exchange Commission (the “Commission”) and the final prospectus filed with the Commission pursuant to Rule 424(b)(4) of the Securities Act of 1933, as amended (the “Securities Act”). The Registration Statement was declared effective by the Commission on December 28, 2021. The closing of the offering for the Shares took place on December 31, 2021. Aggregate gross proceeds from the closing will be approximately $8 million before deducting underwriting discounts and commissions and fees and other estimated offering expenses. The Company intends to use the net proceeds from the offering for general corporate purposes, including new investments and acquisitions.

The Underwriting Agreement contains customary representations, warranties and covenants by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties.

Certain of the Company’s officers and directors have agreed, subject to certain exceptions, not to offer, issue, sell, contract to sell, encumber, grant any option for the sale of or otherwise dispose of any shares of our common stock or other securities convertible into or exercisable or exchangeable for shares of our common stock until June 26, 2022 without the prior written consent of the Underwriter.

The Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K (this “Current Report”) and the description of the material terms of the Underwriting Agreement is qualified in its entirety by reference to such exhibit.