AUVIP Applied UV Inc

As filed with the United States Securities and Exchange Commission on November 14, 2023

Registration No. 333-[*]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

 

Applied uv, inc.

(Exact name of registrant as specified in its charter).

 

Nevada	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.
Sichenzia Ross Ference Carmel LLP	Kaufman & Canoles, P.C.
1185 Avenue of the Americas, 31st Floor	1021 E. Cary Street, Suite 1400
New York, New York 10036	Two James Center
Telephone: (212) 930-9700	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. ☒ No. 333-274879

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. ☐

This Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act.

EXPLANATORY NOTE AND INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

Pursuant to Rule 462(b) under the Securities Act of 1933, as amended, Applied UV, Inc. (the “Registrant”) is filing this registration statement with the Securities and Exchange Commission (the “Commission”). This registration statement relates to the public offering of securities contemplated by the Registration Statement on Form S-1, as amended (File No. 333-274879), which the Registrant originally filed on October 5, 2023 (the “Prior Registration Statement”), and which the Commission declared effective on November 13, 2023.

The Registrant is filing this registration statement for the sole purpose of increasing the aggregate number of units including a share of common stock or a pre-funded warrant in lieu thereof offered by the Registrant by 2,666,666 units, all of which will be sold by the underwriter in the offering, 400,000 shares or 400,000 shares underlying pre-funded warrants in lieu thereof of which may be sold in the event the underwriters exercise their option to purchase additional shares of the Registrant’s common stock or pre-funded warrants in lieu thereof, 40,000 shares underlying Series A Warrants, of which may be sold in the event the underwriters exercise their option to purchase additional Series A Warrants, and 40,000 shares underlying Series B Warrants, of which may be sold in the event the underwriters exercise their option to purchase additional Series B Warrants. The additional securities that are being registered for sale are in an amount and at a price that together represent no more than 20% of the maximum aggregate offering price set forth in the Calculation of Registration Fee table contained in the Prior Registration Statement. The information set forth in the Prior Registration Statement and all exhibits thereto are hereby incorporated by reference in this filing.

The required opinion, consents and filing fee table are listed on the Exhibit Index attached hereto and filed herewith.

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 14th day of November, 2023.

	APPLIED UV, INC.
By:		/s/ Max Munn
		Max Munn
		Chief Executive Officer
		(Principal Executive Officer)

Pursuant to the requirements of the Securities Act, 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 and Director (Principal Executive Officer)		November 14, 2023
Max Munn
/s/ Michael Riccio		Chief Financial Officer (Principal Financial and Accounting officer)		November 14, 2023
Michael Riccio
/s/ Eugene Burleson		Chairman of the Board		November 14, 2023
Eugene Burleson
/s/ Joseph Luhukay		Director		November 14, 2023
Joseph Luhukay
/s/ Brian Stern		Director		November 14, 2023
Brian Stern
/s/ Dr. Dallas Hack		Director		November 14, 2023
Dr. Dallas Hack

 

 

 

EXHIBIT INDEX
5.1	Opinion of counsel to the Registrant.
23.1	Consent of Mazars USA LLP.
23.2	Consent of Counsel to the Registrant (included in Exhibit 5.1).
107	Fee table

 

 

 

November 14, 2023

Applied UV, Inc.

150 N Macquesten Pkwy

Mt Vernon, NY 10550

 

Ladies and Gentlemen:

We have acted as counsel to Applied UV, Inc., a Nevada corporation (the “Company”), in connection with the Rule 462(b) Registration Statement on Form S-1 filed by the Company with the Securities and Exchange Commission (the “Commission”) on November 14, 2023 (the “462(b) Registration Statement”), pursuant to the Securities Act of 1933, as amended (the “Securities Act”), in connection with the offering of up to (i) 2,666,666 units, each consisting of (A) one (1) share (“Share”) of common stock, par value $0.0001, of the Company (“Common Stock”) or one (1) pre-funded warrant (“Pre-Funded Warrant,” and each share of Common Stock underlying a Pre-Funded Warrant, a “Pre-Funded Warrant Share”), to purchase one (1) share of Common Stock in lieu thereof, (B) one-tenth (1/10^th) of a Series A warrant (“Series A Warrant” and each share of Common Stock underlying a Series A Warrant, a “Series A Warrant Share”) to purchase one (1) share of Common Stock and (C) one-tenth (1/10^th) of a Series B warrant (“Series B Warrant” and, together with the Series A Warrant, the “Warrants” and, each share of Common Stock underlying a Series B Warrant, a “Series B Warrant Share” and, together with the Series A Warrant Share, the “Warrant Shares”) and (ii) (A) 400,000 shares of Common Stock issued pursuant to the Over-Allotment Option (the “Over-Allotment Option Shares”) and/or Pre-Funded Warrants in lieu thereof (the “Over-Allotment Option Pre-Funded Warrants,” and each share of Common Stock underlying an Over-Allotment Option Pre-Funded Warrant, an “Over-Allotment Option Pre-Funded Warrant Share”) and/or (B) 40,000 Series A Warrants issued pursuant to the Over-Allotment Option (the “Over-Allotment Option Series A Warrants,” and each share of Common Stock underlying an Over-Allotment Series A Option Warrant, an “Over-Allotment Option Series A Warrant Share”) and/or (C) 40,000 Series B Warrants issued pursuant to the Over-Allotment Option (the “Over-Allotment Option Series B Warrants,” and each share of Common Stock underlying an Over-Allotment Option Series B Warrant, an “Over-Allotment Option Series B Warrant Share” and, together with the Over-Allotment Option Series A Warrant Share, the “Over-Allotment Option Warrant Shares”), issuable upon the exercise of an over-allotment option granted by the Company to the underwriters (the “Over-Allotment Option”). The Rule 462(b) Registration Statement relates to the Company’s Registration Statement on Form S-1, as amended (File No. 333-274879) (the “Registration Statement”), initially filed by the Company with the Commission on October 5, 2023 and declared effective by the Commission on October 13, 2023.

In connection with this opinion, we have examined originals or copies (certified or otherwise identified to our satisfaction) of (i) the Company’s Articles of Incorporation, as currently in effect, (ii) the Company’s Bylaws as currently in effect, (iii) the 462(b) Registration Statement and the Registration Statement and related Prospectus, (iv) the underwriting agreement, (v) the Pre-Funded Warrant, (vi) the Series A Warrant, (vii) the Series B Warrant and (viii) such corporate records, agreements, documents and other instruments, and such certificates or comparable documents of public officials or of officers and representatives of the Company, as we have deemed relevant and necessary as a basis for the opinion hereinafter set forth.

In such examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, conformed or photostatic copies, and the authenticity of the originals of such latter documents. As to certain questions of fact material to this opinion, we have relied upon certificates or comparable documents of officers and representatives of the Company and have not sought to independently verify such facts.

Based on the foregoing, and in reliance thereon, and subject to the qualifications, limitations, exceptions and assumptions set forth herein, we are of the opinion that, having been issued and sold in exchange for payment in full to the Company of all consideration required therefor as applicable, including with regard to the Shares, the Pre-Funded Warrants, the Pre-Funded Warrant Shares, the Warrants, the Warrant Shares, the Over-Allotment Option Shares, the Over-Allotment Option Pre-Funded Warrants, the Over-Allotment Option Pre-Funded Warrant Shares, the Over-Allotment Option Warrants and the Over-Allotment Option Warrant Shares and as described in the 462(b) Registration Statement:

(i)

The Shares are duly authorized for issuance by the Company, and when the 462(b) Registration Statement becomes effective under the Securities Act and the Shares are issued and paid for in accordance with the underwriting agreement and as contemplated in the Registration Statement, the Shares will be validly issued, fully paid, and nonassessable shares of common stock of the Company;

(ii)

When the 462(b) Registration Statement becomes effective under the Securities Act and when the Pre-Funded Warrants are issued, delivered and paid for in accordance with the terms of the Pre-Funded Warrants and, as contemplated by the Registration Statement, then such Pre-Funded Warrant will be a legally binding obligation of the Company enforceable in accordance with their terms, except that (a) such enforceability may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights in general and (b) the remedies of specific performance and injunctive and other forms of injunctive relief may be subject to equitable defenses;

(iii)

The Pre-Funded Warrant Shares have been duly authorized by all necessary corporate action on the part of the Company and when the 462(b) Registration Statement becomes effective under the Securities Act and the Pre-Funded Warrant is issued and paid for in accordance with the Pre-Funded Warrant and as contemplated in the Registration Statement, the Pre-Funded Warrant Shares underlying such Pre-Funded Warrant will be validly issued, fully paid and nonassessable shares of common stock of the Company.

(iv)

When the 462(b) Registration Statement becomes effective under the Securities Act and when the Series A Warrants are issued, delivered and paid for in accordance with the terms of the Series A Warrants and, as contemplated by the Registration Statement, then such Series A Warrant will be a legally binding obligation of the Company enforceable in accordance with their terms, except that (a) such enforceability may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights in general and (b) the remedies of specific performance and injunctive and other forms of injunctive relief may be subject to equitable defenses;

(v)

The Series A Warrant Shares have been duly authorized by all necessary corporate action on the part of the Company and when the 462(b) Registration Statement becomes effective under the Securities Act and the Series A Warrant is issued and paid for in accordance with the Series A Warrant and as contemplated in the Registration Statement, the Series A Warrant Shares underlying such Series A Warrant will be validly issued, fully paid and nonassessable shares of common stock of the Company.

(vi)

When the 462(b) Registration Statement becomes effective under the Securities Act and when the Series B Warrants are issued, delivered and paid for in accordance with the terms of the Series B Warrants and, as contemplated by the Registration Statement, then such Series B Warrant will be a legally binding obligation of the Company enforceable in accordance with their terms, except that (a) such enforceability may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights in general and (b) the remedies of specific performance and injunctive and other forms of injunctive relief may be subject to equitable defenses;

(vii)

The Series B Warrant Shares have been duly authorized by all necessary corporate action on the part of the Company and when the 462(b) Registration Statement becomes effective under the Securities Act and the Series B Warrant is issued and paid for in accordance with the Series B Warrant and as contemplated in the Registration Statement, the Series B Warrant Shares underlying such Series B Warrant will be validly issued, fully paid and nonassessable shares of common stock of the Company.

(viii)

The Over-Allotment Option Shares are duly authorized for issuance by the Company, and when the 462(b) Registration Statement becomes effective under the Securities Act and the Shares are issued and paid for in accordance with the underwriting agreement and as contemplated in the Registration Statement, the Over-Allotment Option Shares will be validly issued, fully paid, and nonassessable shares of common stock of the Company;

(ix)

When the 462(b) Registration Statement becomes effective under the Securities Act and when the Over-Allotment Option Pre-Funded Warrants are issued, delivered and paid for in accordance with the terms of the Pre-Funded Warrants and, as contemplated by the Registration Statement, then such Over-Allotment Option Pre-Funded Warrant will be a legally binding obligation of the Company enforceable in accordance with their terms, except that (a) such enforceability may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights in general and (b) the remedies of specific performance and injunctive and other forms of injunctive relief may be subject to equitable defenses.

(x)

The Over-Allotment Option Pre-Funded Warrant Shares have been duly authorized by all necessary corporate action on the part of the Company and when the 462(b) Registration Statement becomes effective under the Securities Act and the Over-Allotment Option Pre-Funded Warrant is issued and paid for in accordance with the Pre-Funded Warrant and as contemplated in the Registration Statement, the Over-Allotment Option Pre-Funded Warrant Shares underlying such Over-Allotment Option Pre-Funded Warrant will be validly issued, fully paid and nonassessable shares of common stock of the Company.

(xi)

When the 462(b) Registration Statement becomes effective under the Securities Act and when the Over-Allotment Option Series A Warrants are issued, delivered and paid for in accordance with the terms of the Series A Warrants and, as contemplated by the Registration Statement, then such Over-Allotment Option Series A Warrant will be a legally binding obligation of the Company enforceable in accordance with their terms, except that (a) such enforceability may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights in general and (b) the remedies of specific performance and injunctive and other forms of injunctive relief may be subject to equitable defenses;

(xii)

The Over-Allotment Option Series A Warrant Shares have been duly authorized by all necessary corporate action on the part of the Company and when the 462(b) Registration Statement becomes effective under the Securities Act and the Over-Allotment Option Series A Warrant is issued and paid for in accordance with the Series A Warrant and as contemplated in the Registration Statement, the Over-Allotment Option Series A Warrant Shares underlying such Over-Allotment  Option Series A Warrant will be validly issued, fully paid and nonassessable shares of common stock of the Company.

(xiii)

When the 462(b) Registration Statement becomes effective under the Securities Act and when the Over-Allotment Option Series B Warrants are issued, delivered and paid for in accordance with the terms of the Series B Warrants and, as contemplated by the Registration Statement, then such Over-Allotment Option Series B Warrant will be a legally binding obligation of the Company enforceable in accordance with their terms, except that (a) such enforceability may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights in general and (b) the remedies of specific performance and injunctive and other forms of injunctive relief may be subject to equitable defenses;

(xiv)

The Over-Allotment Option Series B Warrant Shares have been duly authorized by all necessary corporate action on the part of the Company and when the 462(b) Registration Statement becomes effective under the Securities Act and the Over-Allotment Option Series B Warrant is issued and paid for in accordance with the Series B Warrant and as contemplated in the Registration Statement, the Over-Allotment Option Series B Warrant Shares underlying such Over-Allotment Option Series B Warrant will be validly issued, fully paid and nonassessable shares of common stock of the Company.

The opinion expressed herein is limited to the Nevada Revised Statutes (including reported judicial decisions interpreting the Nevada Revised Statutes) and, with respect to the enforceability of the Pre-Funded Warrants and the Warrants, the laws of the State of New York, and we express no opinion as to the effect on the matters covered by this letter of the laws of any other jurisdiction.

We assume no obligation to update or supplement any of our opinions to reflect any changes of law or fact that may occur. We hereby consent to the filing of this opinion letter with the Commission as Exhibit 5.1 to the 462(b) Registration Statement and to the reference to this firm under the heading “Legal Matters” in the prospectus forming a part thereof. In giving this consent, we do not thereby admit that we are experts with respect to any part of the 462(b) Registration Statement or prospectus within the meaning of the term “expert” as used in Section 11 of the Securities Act or the rules and regulations promulgated thereunder by the Commission, nor do we admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.

Very truly yours,

Sichenzia Ross Ference Carmel LLP

Sichenzia Ross Ference Carmel LLP

Exhibit 107

Calculation of Filing Fee Tables

Form S-1

 

Applied UV, Inc.

(Exact Name of Registrant as Specified in its Charter)

 

Table 1: Newly Registered Securities

Table 1: Newly Registered and Carry Forward Securities

 

		Security Type		Security Class Title		Fee Calculation Rule or Carry Forward Rule				Amount Registered(1)				Proposed Maximum Offering Price Per Unit(2)				Maximum Aggregate Offering Price(1)				Fee Rate				Amount of Registration Fee(5)
Fees to be Paid		Equity		Units, each consisting of: (i) one share of common stock, $0.0001 par value per share (“Common Stock”); (ii) one-tenth of a Series A Warrant to purchase one share of Common Stock (the “Series A Warrant”); and (iii) one-tenth of a Series B Warrant to purchase one share of Common Stock (together with the Series A Warrant, “Warrants”)			—				—				—			$	460,000				.00014760			$	67.90
		Equity		Common Stock included as part of the Units which include a share of Common Stock(2)			457	(o)			—				—				—				—				—
		Other		Units, each consisting of: (i) one Pre-Funded Warrant exercisable for one share of Common Stock; and (ii) the Warrants(3)			—				—				—				—				—				—
		Other		Pre-Funded Warrants to purchase Common Stock, included as part of the Units which include a Pre-Funded Warrant(3)			457	(g)			—				—				—				—				—
		Equity		Common Stock underlying Pre-Funded Warrants(4)			457	(o)			—				—				—				—				—
		Other		Warrants to Purchase Common Stock, included as part of the Units(4)			457	(g)			—				—				—				—				—
		Equity		Common Stock underlying Warrants			457	(o)			—				—			$	1,380,000				.00014760			$	203.68
Carry Forward Securities		–		–			—				—				—				—				—				—
Total Offering Amounts																		$	1,840,000				.00014760			$	271.58
Total Fee Offsets																											—
Fees Previously Paid																											—
Net Fee Due																										$	271.58

(1)

Represents only the additional number of shares being registered and includes $60,000 worth of Units including a share of common stock and/or Units including a Pre-Funded Warrant that the underwriters have the option to purchase. This does not include the securities that the Registrant previously registered on the Registration Statement on Form S-1, as amended (File No. 333-274879) (the “Prior Registration Statement”).

(2)

Pursuant to Rule 416 under the Securities Act, this registration statement shall also cover any additional shares of the registrant’s securities that become issuable by reason of any share splits, share dividends or similar transactions.

(3)

The registrant may issue Units which include a Pre-Funded Warrant to purchase Common Stock in lieu of a share of Common Stock in the offering. The purchase price of each Unit which includes a Pre-Funded Warrant will equal the price per share at which Units which include a share of Common Stock are being sold to the public in this offering, minus $0.00001, which constitutes the pre-funded portion of the exercise price of the Pre-Funded Warrants, and the remaining unpaid exercise price of the Pre-Funded Warrants will equal $0.00001 per share (subject to adjustment as provided for therein). The proposed maximum aggregate offering price of the Units which include a Pre-Funded Warrant will be reduced on a dollar-for-dollar basis based on the offering price of any Units which include a Pre-Funded Warrant issued in the offering, and the proposed maximum aggregate offering price of the Units which include a share of Common Stock to be issued in the offering will be reduced on a dollar-for-dollar basis based on the offering price of any Units which include a share of Common Stock issued in the offering.

(4)

No separate registration fee is payable pursuant to Rule 457(g) under the Securities Act.

(5)

The registration fee is calculated in accordance with Rule 457(a) under the Securities Act of 1933, as amended, or the Securities Act, based on the proposed maximum aggregate offering price. The Registrant previously registered securities with an aggregate offering price not to exceed $35,700,000 on the Prior Registration Statement, which was declared effective by the Securities and Exchange Commission on November 13, 2023. In accordance with Rule 462(b) under the Securities Act, an additional amount of securities having a proposed maximum aggregate offering price of $1,840,000 are hereby registered, which includes shares subject to the underwriters’ option to purchase additional shares and/or warrants.

Exhibit 23.1

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We hereby consent to the incorporation by reference in the Registration Statement on Form S-1MEF of Applied UV, Inc. of our report dated March 31, 2023, on the consolidated financial statements of Applied UV, Inc. as of December 31, 2022 and 2021 and for each of the two years in the period ended December 31, 2022, which are incorporated by reference into the Registration Statement (File No. 333-274879) on Form S-1. We also consent to the incorporation by reference in the Registration Statement on Form S-1MEF of Applied UV, Inc. to the reference to our Firm under the caption “Experts” in the Registration Statement.

 

/s/ Mazars USA LLP

Fort Washington, PA

November 14, 2023

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