0001811109 false 0001811109 2023-08-23 2023-08-23 0001811109 AUVI:CommonStockParValue0.0001PerShareMember 2023-08-23 2023-08-23 0001811109 AUVI:Sec10.5SeriesCumulativePerpetualPreferredStockParValue0.0001PerShareMember 2023-08-23 2023-08-23 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported) August 23, 2023

APPLIED UV, INC.

(Exact name of registrant as specified in its charter)

 

Delaware   001-39480   84-4373308
(State or other jurisdiction
of Incorporation)		   (Commission
File Number)		   (IRS Employer
Identification Number)

 

150 N. Macquesten Parkway

Mount Vernon, NY

 10550
(Address of registrant’s principal executive office) (Zip code)

 

(914) 665-6100

(Registrant’s telephone number, including area code)

 

N/A

(Former name or former address, if changed since last report)

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 (see General Instruction A.2. below):

☐ 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
Common Stock, par value $0.0001 per share AUVI The Nasdaq Stock Market LLC
10.5% Series A Cumulative Perpetual Preferred Stock, par value $0.0001 per share AUVIP The Nasdaq Stock Market LLC

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. ☐

 1 

 

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On August 23, 2023, Applied UV, Inc. (the “Company”) received a letter from the Nasdaq Listing Qualifications Staff of The Nasdaq Stock Market LLC (“Nasdaq”) therein stating that for the 30 consecutive business day period between July 12, 2023 through August 22, 2023, the common stock of the Company had not maintained a minimum closing bid price of $1.00 per share required for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”). Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), the Company was provided an initial period of 180 calendar days, or until February 20, 2024 (the “Compliance Period”), to regain compliance with the Bid Price Rule.

If the Company does not regain compliance with the Bid Price Rule by February 20, 2024, the Company may be eligible for an additional 180-day period to regain compliance. To qualify, the Company would be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception of the Bid Price Rule, and would need to provide written notice of its intention to cure the bid price deficiency during the second compliance period, by effecting a reverse stock split, if necessary.

If the Company cannot regain compliance during the Compliance Period or any subsequently granted compliance period, the common stock of the Company will be subject to delisting. At that time, the Company may appeal the delisting determination to a Nasdaq hearings panel.

The notice from Nasdaq has no immediate effect on the listing of the Company’s common stock and its common stock will continue to be listed on The Nasdaq Capital Market under the symbol “AUVI.” The Company is currently evaluating its options for regaining compliance. There can be no assurance that the Company will regain compliance with the Bid Price Rule or maintain compliance with any of the other Nasdaq continued listing requirements.

 2 

 

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.

  APPLIED UV, INC.
     
Date: August 28, 2023 By: /s/Mike Riccio
    Mike Riccio
    Chief Financial Officer

 3 

 

 

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Cover
Aug. 23, 2023
Document Type 8-K
Amendment Flag false
Document Period End Date Aug. 23, 2023
Entity File Number 001-39480
Entity Registrant Name APPLIED UV, INC.
Entity Central Index Key 0001811109
Entity Tax Identification Number 84-4373308
Entity Incorporation, State or Country Code DE
Entity Address, Address Line One 150 N. Macquesten Parkway
Entity Address, City or Town Mount Vernon
Entity Address, State or Province NY
Entity Address, Postal Zip Code 10550
City Area Code (914)
Local Phone Number 665-6100
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company true
Elected Not To Use the Extended Transition Period false
Common Stock, par value $0.0001 per share  
Title of 12(b) Security Common Stock, par value $0.0001 per share
Trading Symbol AUVI
Security Exchange Name NASDAQ
10.5% Series A Cumulative Perpetual Preferred Stock, par value $0.0001 per share  
Title of 12(b) Security 10.5% Series A Cumulative Perpetual Preferred Stock, par value $0.0001 per share
Trading Symbol AUVIP
Security Exchange Name NASDAQ
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