AUVIP Applied UV Inc

Item 3.02. Unregistered Sales of Equity Securities.

On January 11, 2022, the Board of Directors of Applied UV, Inc. (the “Company”) approved the reissuance of 8,000 shares of the Company’s Series X Super Voting Preferred Stock (the “Super Voting Preferred Stock”) to The Munn Family 2020 Irrevocable Trust, for which Max Munn, the founder, a director and President of the Company is the trustee, which represent the remainder of the designated but unissued shares of Super Voting Preferred Stock. The Company has 10,000 shares of preferred stock designated as Super Voting Preferred Stock and after the issuance of the 8,000 shares, Mr. Munn will beneficially own all 10,000 shares of the Super Voting Preferred Stock. Mr. Munn previously held all 10,000 shares of Super Voting Preferred Stock prior to a reverse stock split that was effected by the Company. In accordance with Nasdaq rules, the Company will not be able to designate or issue any additional shares of the Super Voting Preferred Stock. The Super Voting Preferred Stock has no rights other than the right to 1,000 votes per share (voting along with the common stock as a single class on all matters). The shares of Super Voting Preferred Stock will be issued on July 13, 2022.

Forward-Looking Statements

This report contains forward-looking statements. All statements that address operating performance, events or developments that we expect or anticipate will occur in the future are forward-looking statements. These forward-looking statements are based on management’s beliefs and assumptions and on information currently available to our management. Our management believes that these forward-looking statements are reasonable as and when made. However, you should not place undue reliance on any such forward-looking statements because such statements speak only as of the date when made. We do not undertake any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. In addition, forward-looking statements are subject to certain risks and uncertainties that could cause actual results, events and developments to differ materially from our historical experience and our present expectations or projections. These risks and uncertainties include, but are not limited to, those described in “Item 1A. Risk Factors” and elsewhere in our Annual Report on Form 10-K dated as of and filed with the Securities and Exchange Commission on April 7, 2022 and amended on July 12, 2022 and those described from time to time in other reports which we file with the SEC.