Washington, D.C. 20549
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
CUSIP No. 03828V105
| 1 |
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Brian Stern
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐
(b) ☐
|
| 3 |
SEC USE ONLY
|
| 4 |
SOURCE OF FUNDS (See Instructions)
SC
|
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
☐
|
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
State of Colorado, U.S.A. |
| |
7 |
SOLE VOTING POWER
2,015,300(1) |
| |
8 |
SHARED VOTING POWER
0 |
| |
9 |
SOLE DISPOSITIVE POWER
2,015,300(1) |
| |
10 |
SHARED DISPOSITIVE POWER
0 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,015,300(1) |
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
|
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.09% using 12,817,189 shares outstanding, which is the number
of shares issued and outstanding as of November 15, 2022 as reported on the Issuer’s Form 10-Q for the quarter ended September
30, 2022. |
| 14 |
TYPE OF REPORTING PERSON
IN |
| (1) | Includes 189,774 shares of common stock of the Issuer obtainable
upon conversion of 189,774 shares of the Issuer’s 5% Series C Cumulative Perpetual Preferred Stock. |
SCHEDULE 13D
Item 1. Security and Issuer:
This Schedule 13D relates to the shares of common
stock of Applied UV, Inc. (the “Issuer”). The principal executive offices of the Issuer are located at 150 North Macquesten
Parkway, Mount Vernon, NY 10550 U.S.A.
Item 2. Identity and Background:
(a) Name:
Brian Stern
(b) Residence or business address:
12340 W Cedar Dr
Lakewood, CO 80228
(c) Present principal occupation or employment
and the name, principal business and address of any corporation or other organization in which such employment is conducted;
President of the Puro Lighting Division of SteriLumen,
Inc. at 150 North Macquesten Parkway Mount Vernon, NY 10550 U.S.A. Chief Executive Officer of Puro Lighting, LLC and LED Supply Co. LLC
at 12340 W Cedar Dr Lakewood, CO 80228.
(d) Whether or not, during the last five years,
such person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) and, if so, give the dates,
nature of conviction, name and location of court, any penalty imposed, or other disposition of the case;
Not applicable.
(e) Whether or not, during the last five years,
such person was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to such laws; and, if so, identify and describe such proceedings
and summarize the terms of such judgment, decree or final order; and
Not applicable.
(f) Citizenship.
State of Colorado, U.S.A.
Item 3. Source and Amount of Funds or Other
Consideration:
On January 26, 2023, Brian Stern received 1,825,526
shares of the Issuer’s common stock as consideration for the acquisition of PURO Lighting, LLC (“PURO”) and LED Supply
Co., LLC by the Issuer from Mr. Stern and the other interest holders of PURO and LED Supply pursuant to two merger agreements. In connection
with the acquisitions, Mr. Stern also received 189,774 shares of the Issuer’s 5% Series C Cumulative Perpetual Preferred Stock,
each share of which is convertible into one share of the Issuer’s common stock. 508,750 shares of common stock are subject to an
18-month lock-up agreement with the issuer and are subject to cancellation to compensate the Issuer for indemnity claims under the merger
agreements. Mr. Stern has sole voting power and the power of disposition (other than with respect to the shares that are subject to the
lock-up) with respect to the shares of common stock.
Item 4. Purpose of Transaction:
State the purpose or purposes of the acquisition
of securities of the issuer. Describe any plans or proposals which the reporting persons may have which relate to or would result in:
See Item 3.
(a) The acquisition by any person of additional
securities of the issuer, or the disposition of securities of the issuer;
Not applicable.
(b) An extraordinary corporate transaction, such
as a merger, reorganization or liquidation, involving the issuer or any of its subsidiaries;
See Item 3.
(c) A sale or transfer of a material amount of
assets of the issuer or any of its subsidiaries;
Not applicable.
(d) Any change in the present board of directors
or management of the issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies
on the board;
As a closing condition to the acquisitions set
forth in Item 3, above, Brian Stern was elected to the Board of Directors of the Issuer on February 1, 2023.
(e) Any material change in the present capitalization
or dividend policy of the issuer;
See Item 3.
(f) Any other material change in the issuer's
business or corporate structure, including but not limited to, if the issuer is a registered closed-end investment company, any plans
or proposals to make any changes in its investment policy for which a vote is required by section 13 of the Investment Company Act of
1940;
Not applicable.
(g) Changes in the issuer's charter, bylaws or
instruments corresponding thereto or other actions which may impede the acquisition of control of the issuer by any person;
Not applicable.
(h) Causing a class of securities of the issuer
to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a
registered national securities association;
Not applicable.
(i) A class of equity securities of the issuer
becoming eligible for termination of registration pursuant to section 12(g)(4) of the Act; or
Not applicable.
(j) Any action similar to any of those enumerated
above.
Not applicable.
Item 5. Interest in Securities of the Issuer:
(a) State the aggregate number and percentage
of the class of securities identified pursuant to Item 1 (which may be based on the number of securities outstanding as contained in the
most recently available filing with the Commission by the issuer unless the filing person has reason to believe such information is not
current) beneficially owned (identifying those shares which there is a right to acquire) by each person named in Item 2. The above mentioned
information should also be furnished with respect to persons who, together with any of the persons named in Item 2, comprise a group within
the meaning of section 13(d)(3) of the Act;
See Item 3. Mr. Stern owns 12.09% using 12,817,189
shares outstanding, which is the number of shares issued and outstanding as of November 15, 2022 as reported on the Issuer’s Form
10-Q for the quarter ended September 30, 2022.
(b) For each person named in response to paragraph
(a), indicate the number of shares as to which there is sole power to vote or to direct the vote, sole power to dispose or to direct the
disposition, or shared power to dispose or to direct the disposition. Provide the applicable information required by Item 2 with respect
to each person with whom the power to vote or to direct the vote or to dispose or direct the disposition is shared;
See Item 3.
(c) Describe any transactions in the class of
securities reported on that were effected during the past sixty days or since the most recent filing of Schedule 13D (§ 240.13d-101),
whichever is less, by the persons named in response to paragraph (a).
See Item 3.
(d) If any other person is known to have the right
to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that
effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person should
be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries
of an employee benefit plan, pension fund or endowment fund is not required.
Not applicable.
(e) If applicable, state the date on which the
reporting person ceased to be the beneficial owner of more than five percent of the class of securities.
Not applicable.
Item 6. Contracts, Arrangements, Understandings
or Relationships with Respect to Securities of the Issuer:
Not applicable.
Item 7. Material to Be Filed as Exhibits:
The following shall be filed as exhibits: Copies
of written agreements relating to the filing of joint acquisition statements as required by Rule 13d-1(k) and copies of all written agreements,
contracts, arrangements, understanding, plans or proposals relating to: (1) The borrowing of funds to finance the acquisition as disclosed
in Item 3; (2) the acquisition of issuer control, liquidation, sale of assets, merger, or change in business or corporate structure, or
any other matter as disclosed in Item 4; and (3) the transfer or voting of the securities, finder's fees, joint ventures, options, puts,
calls, guarantees of loans, guarantees against loss or of profit, or the giving or withholding of any proxy as disclosed in Item 6.
| 10.1 |
Agreement and Plan of Merger dated as of December 19, 2022, by and among the Company, PURO Acquisition Sub I, Inc., PURO Acquisition Sub II, LLC, PURO Lighting, LLC, Brian Stern, Andrew Lawrence, and the Member Representative* |
| 10.2 |
Agreement and Plan of Merger dated as of December 19, 2022, by and among the Company, LED Supply Acquisition Sub I, Inc., LED Supply Acquisition Sub II, LLC, LED Supply Co. LLC, Brian Stern, Andrew Lawrence, and the Member Representative* |
| 10.3 |
Amendment to Agreement and Plan of Merger dated as of January 26, 2023, by and among the Company, PURO Acquisition Sub I, Inc., PURO Acquisition Sub II, LLC, PURO Lighting, LLC, Brian Stern, Andrew Lawrence, and the Member Representative** |
| 10.4 |
Amendment to Agreement and Plan of Merger dated as of January 26, 2023, by and among the Company, LED Supply Acquisition Sub I, Inc., LED Supply Acquisition Sub II, LLC, LED Supply Co. LLC, Brian Stern, Andrew Lawrence, and the Member Representative** |
| * | Incorporated
by reference to the Form 8-K filed on December 20, 2022 |
| ** | Incorporated
by reference to the Form 8-K filed on February 1, 2023 |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and correct.
Dated as of February 6, 2023
| By: |
/s/ Brian Stern |
|
| |
Brian Stern |
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