Securities Registration Statement (s-1/a)
14 6월 2023 - 5:47AM
Edgar (US Regulatory)
As
filed with the Securities and Exchange Commission on June 13, 2023
Registration
No. 333-271605
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Amendment
No. 2
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)
Max
Munn
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. |
Anthony W.
Basch, Esq. |
Jeffrey P. Wofford, Esq. |
J. Britton Williston,
Esq. |
Carmel, Milazzo &
Feil LLP |
Kaufman & Canoles,
P.C. |
55 West 39th Street,
18th Floor |
1021 E. Cary Street,
Suite 1400 |
New York, New York 10018 |
Two James Center |
Telephone: (212)
658-0458 |
Richmond, VA 23219 |
|
Telephone: (804) 771-5700 |
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. ☐
EXPLANATORY
NOTE
This Amendment No. 2 to the Registration Statement
on Form S-1 (File No. 333-271605) is filed solely to amend the Exhibit Index and file Exhibits 1.1, 4.1, 4.2, 5.1 and 23.2. Accordingly,
this Amendment No. 2 consists only of the facing page, this explanatory note, Item 16(a) of Part II of the Registration Statement, the
signature page to the Registration Statement and Exhibits 1.1, 4.1, 4.2, 5.1 and 23.2. The remainder of the Registration Statement is
unchanged and has therefore been omitted.
Item
16. Exhibits and Financial Statement Schedules.
EXHIBIT
INDEX
1.1 |
Underwriting Agreement. |
3.1* |
Certificate
of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 of the Company’s Registration Statement on Form
S-1 (File No. 333-239892) filed with the SEC as of July 16, 2020). |
3.2* |
Amended
and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.2 of the Company’s Registration
Statement on Form S-1 (File No. 333-239892) filed with the SEC as of July 16, 2020). |
3.3* |
Bylaws
of the Registrant (incorporated by reference to Exhibit 3.3 of the Company’s Registration Statement on Form S-1 (File No. 333-239892)
filed with the SEC as of July 16, 2020). |
3.4* |
Certificate
of Designation, Preferences and Rights of Series A Preferred Stock (incorporated by reference to Exhibit 3.4 of the Company’s
Registration Statement on Form S-1 (File No. 333-239892) filed with the SEC as of July 16, 2020). |
3.5* |
Certificate
of Amendment of Certificate of Incorporation filed on June 17, 2020 (incorporated by reference to Exhibit 3.5 of the Company’s
Registration Statement on Form S-1 (File No. 333-239892) filed with the SEC as of July 16, 2020). |
3.6* |
Certificate
of Amendment of Certificate of Incorporation filed on June 23, 2020 (incorporated by reference to Exhibit 3.6 of the Company’s
Registration Statement on Form S-1 (File No. 333-239892) filed with the SEC as of July 16, 2020). |
3.7* |
Certificate
of Amendment of Certificate of Incorporation filed July 14, 2020 (incorporated by reference to Exhibit 3.7 of the Company’s
Registration Statement on Form S-1 (File No. 333-239892) filed with the SEC as of July 16, 2020). |
3.8* |
Certificate
of Amendment to Certificate of Designation of Series A Preferred Stock, filed on June 17, 2021 (incorporated by reference to Exhibit
3.1 of the Company’s Current Report on Form 8-K, filed on July 19, 2021). |
3.9* |
Certificate
of Designation, Preferences and Rights of 10.5% Series A Cumulative Perpetual Preferred Stock (incorporated by reference to Exhibit
3.9 of the Company’s Registration Statement on Form S-1 (File No. 333-257197) filed with the SEC as of June 25, 2021). |
3.10* |
Certificate
of Amendment to the Amended and Restated Certificate of Incorporation, filed on October 7, 2021 |
3.11* |
Certificate
of Amendment to the Certificate of Designation of Series A Preferred Stock, filed on December 8, 2021 |
3.12* |
Certificate
of Designations, Rights, and Preferences of 2% Series B Cumulative Perpetual Preferred Stock (incorporated by reference to Exhibit
3.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 1, 2023) |
3.13* |
Certificate
of Designations, Rights, and Preferences of 5% Series C Cumulative Perpetual Preferred Stock (incorporated by reference to Exhibit
3.2 to the Company’s Current Report on Form 8-K filed with the SEC on February 1, 2023) |
4.1 |
Form of Pre-funded Warrant |
4.2 |
Form of Pre-funded Warrant Agent Agreement |
5.1 |
Opinion of counsel to the Registrant. |
10.1* |
Warrant,
dated April 1, 2020 issued to Max Munn (incorporated by reference to Exhibit 10.4 of the Company’s Registration Statement on
Form S-1 (File No. 333-239892) filed with the SEC as of July 16, 2020). |
10.2* |
The
Company’s 2020 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.5 of the Company’s Registration Statement
on Form S-1 (333-239892) filed with the SEC as of July 16, 2020). |
10.3* |
Form
of Option Agreement and Grant issued under February 18, 2020 Board Approval (incorporated by reference to Exhibit 10.6 of the Company’s
Registration Statement on Form S-1 (File No. 333-239892) filed with the SEC as of July 16, 2020). |
10.4* |
Agreement,
dated April 20, 2020 between Icahn School of Medicine at Mount Sinai and SteriLumen, Inc. (incorporated by reference to Exhibit 10.7
of the Company’s Registration Statement on Form S-1 (File No. 333-239892) filed with the SEC as of July 16, 2020). |
10.5* |
Common
Stock Purchase Warrant, dated July 1, 2020 (incorporated by reference to Exhibit 10.10 of the Company’s Registration Statement
on Form S-1 (File No. 333-239892) filed with the SEC as of July 16, 2020). |
10.6* |
Common
Stock Purchase Warrant, dated July 1, 2020 (incorporated by reference to Exhibit 10.11 of the Company’s Registration Statement
on Form S-1 (File No. 333-239892) filed with the SEC as of July 16, 2020). |
10.7* |
Form
of Option issued to Medical Advisory Board members (incorporated by reference to Exhibit 10.12 of the Company’s Registration
Statement on Form S-1 (File No. 333-239892) filed with the SEC as of July 16, 2020). |
10.8* |
Employment
Agreement, dated June 30, 2020 between the Company and Max Munn (incorporated by reference to Exhibit 10.9 of the Company’s
Registration Statement on Form S-1 (File No. 333-239892) filed with the SEC as of July 16, 2020). |
10.9* |
Employment
Agreement, dated January 1, 2022 between the Company and Michael Ricco (incorporated by reference to Exhibit 10.1 of the Company’s
Current Report on Form 8-K filed with the SEC on January 3, 2022) |
10.10* |
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 (incorporated by reference to Exhibit 10.1 of
the Company’s Current Report on Form 8-K filed with the SEC on February 1, 2023) |
10.11* |
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 (incorporated by reference Exhibit 10.2
to the Company’s Current Report on Form 8-K filed with the SEC on February 1, 2023) |
10.12* |
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 (incorporated by reference to Exhibit
10.3 to the Company’s Current Report on Form 8-K filed with the SEC on February 1, 2023) |
10.13* |
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 Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the SEC on February 1, 2023) |
10.14* |
Securities
Purchase Agreement dated October 7, 2022 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form
8-K filed with the SEC on October 14, 2022) |
10.15* |
Note
dated October 7, 2022 in the principal amount of $2,807,500 (incorporated by reference to Exhibit 10.2 to the Company’s Current
Report on Form 8-K filed with the SEC on October 14, 2022) |
10.16* |
Loan
and Security Agreement dated as of December 9, 2022, by and between the Company, SteriLumen, Inc., Munn Works, LLC and Pinnacle Bank
(incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 15, 2022) |
10.17* |
First
Modification to Loan and Security Agreement and Loan Documents dated as of December 9, 2022, by and between the Company, SteriLumen,
Inc., Munn Works, LLC and Pinnacle Bank (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form
8-K filed with the SEC on December 15, 2022) |
10.18* |
Note
Purchase and Cancellation Agreement dated as of January 5, 2023, by and between the Company, PURO Lighting, LLC, and Acuity Brands
Lighting, Inc. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on
January 11, 2023) |
10.19* |
Securities
Purchase Agreement dated January 25, 2023 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form
8-K filed with the SEC on January 31, 2023) |
10.20* |
Amendment
to Securities Purchase Agreement dated January 25, 2023 (incorporated by reference to Exhibit 10.2 to the Company’s Current
Report on Form 8-K filed with the SEC on January 31, 2023) |
10.21* |
Note
dated January 25, 2023 in the principal amount of $2,807,500 (incorporated by reference to Exhibit 10.3 to the Company’s Current
Report on Form 8-K filed with the SEC on January 31, 2023) |
23.1* |
Consent of Mazars USA LLP. |
23.2 |
Consent of Counsel to the Registrant (included in Exhibit 5.1). |
24.1* |
Power
of Attorney. |
107* |
Fee table |
*Previously filed.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant has duly caused this 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 13th day of June, 2023.
|
APPLIED
UV, INC. |
|
|
By: |
|
/s/
Max Munn |
|
|
Max
Munn |
|
|
Chief
Executive Officer, President
(Principal
Executive Officer) |
Pursuant
to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities
and on the dates indicated.
Name |
|
Capacity in Which Signed |
|
Date |
|
|
|
|
|
/s/ Max Munn |
|
Chief Executive Officer, President and Director |
|
June 13, 2023 |
Max Munn |
|
|
|
|
|
|
|
|
|
/s/ Michael Riccio |
|
Chief Financial Officer (Principal Financial and Accounting officer) |
|
June 13, 2023 |
Michael Riccio |
|
|
|
|
|
|
|
|
|
/s/ Eugene Burleson |
|
Chairman of the Board |
|
June 13, 2023 |
Eugene Burleson |
|
|
|
|
|
|
|
|
|
/s/ Joseph Luhukay |
|
Director |
|
June 13, 2023 |
Joseph Luhukay |
|
|
|
|
|
|
|
|
|
/s/ Brian Stern |
|
Director |
|
June 13, 2023 |
Brian Stern |
|
|
|
|
|
|
|
|
|
/s/ Dr. Dallas Hack |
|
Director |
|
June 13, 2023 |
Dr. Dallas Hack |
|
|
|
|
Applied UV (NASDAQ:AUVIP)
과거 데이터 주식 차트
부터 11월(11) 2024 으로 12월(12) 2024
Applied UV (NASDAQ:AUVIP)
과거 데이터 주식 차트
부터 12월(12) 2023 으로 12월(12) 2024