Attached files
file | filename |
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EX-1.1 - EXHIBIT 1.1 - Applied UV, Inc. | ex1_1.htm |
EX-5.1 - EXHIBIT 5.1 - Applied UV, Inc. | ex5_1.htm |
EX-3.9 - EXHIBIT 3.9 - Applied UV, Inc. | ex3_9.htm |
EX-3.08 - EXHIBIT 3.8 - Applied UV, Inc. | ex3_8.htm |
As filed with the Securities and Exchange Commission on June 25, 2021
Registration No. 333-257197
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)
Keyoumars Saeed
Chief Executive Officer
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. | Michael F. Nertney, Esq. |
Carmel, Milazzo & Feil LLP | Ellenoff Grossman & Schole LLP |
55 West 39th Street, 18th Floor | 1345 Avenue of the Americas |
New York, New York 10018 | New York, New York 10105 |
Telephone: (212) 658-0458 | Telephone: (212) 370-1300 |
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. ☐
CALCULATION OF REGISTRATION FEE
Title of Each Class of Securities to be Registered |
Proposed Maximum Aggregate Offering Price |
Amount of Registration Fee (2)(3) |
||||||
10.5% Series A Cumulative Perpetual Preferred Stock, $0.0001 par value per share | $ | 20,700,000 | $ | 2,260 |
(1) | Includes up to $2,700,000 of 10.5% Series A Cumulative Perpetual Preferred Stock to be sold upon exercise of the underwriters’ option to purchase additional shares at the public offering price less the underwriter’s discount. |
(2) | Calculated pursuant to Rule 457(o) based on the proposed maximum aggregate offering price. |
(3) Previously paid.
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
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EXPLANATORY NOTE
This Amendment No. 1 (“Amendment No. 1”) to the Registration Statement on Form S-1 (File No. 333-257197) of Applied UV, Inc. (“Registration Statement”) is being filed to change the estimate of certain expenses described in Item 13 of Part II of the Registration Statement and to file certain exhibits. Accordingly, this Amendment No. 1 consists only of the facing page, this explanatory note, Item 13 of Part II of the Registration Statement, Item 16(a) of Part II of the Registration Statement, the signature page to the Registration Statement and the filed exhibits. The remainder of the Registration Statement is unchanged and has therefore been omitted.
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Part II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 13. Other Expenses of Issuance and Distribution.
The following table indicates the expenses to be incurred in connection with the offering described in this registration statement, other than the underwriter’s discount and commissions and expenses, all of which will be paid by us. All amounts are estimated except the Securities and Exchange Commission registration fee and the Financial Industry Regulatory Authority, Inc., or FINRA filing.
Amount | ||||
Securities and Exchange Commission registration fee | $ | 2,260 | ||
FINRA filing fee | $ | 650 | ||
NASDAQ listing fee | $ | 50,000 | ||
Accountants’ fees and expenses | $ | 2,500 | ||
Legal fees and expenses | $ | 135,000 | ||
Printing and engraving expenses | $ | 2,000 | ||
Miscellaneous | $ | 7,590 | ||
Total expenses | $ | 200,000 |
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.
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EXHIBIT INDEX
*Filed herewith.
All other exhibits previously filed or incorporated by reference.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Amendment No. 1 to the 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 25th day of June, 2021.
APPLIED UV, INC. | ||
By: | /s/ Keyoumars Saeed | |
Keyoumars Saeed | ||
Chief Executive Officer (Principal Executive Officer) |
Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to the registration statement has been signed by the following persons in the capacities and on the dates indicated.
Name | Capacity in Which Signed | Date |
/s/ Keyoumars Saeed | Chief Executive Officer and Chairman (Principal Executive officer) | June 25, 2021 |
Keyoumars Saeed | ||
* | President and Director | June 25, 2021 |
Max Munn | ||
* | Chief Financial Officer (Principal Financial and Accounting officer) | June 25, 2021 |
Michael Riccio | ||
* | Chairman of the Board | June 25, 2021 |
Joel Kantor | ||
* | Director | June 25, 2021 |
Dr. Eugen Bauer | ||
* | Director | June 25, 2021 |
Dr. Alastair Clemow | ||
* | Director | June 25, 2021 |
Dr. Dallas Hack | ||
* | Director | June 25, 2021 |
Eugene Burleson | ||
*By: /s/ Keyoumars Saeed | ||
Keyoumars Saeed, Attorney in Fact |
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