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): May 14, 2024

APPLIED UV, INC.

(Exact name of registrant as specified in its charter)

(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):

Securities registered pursuant to Section 12(b) of the Act:

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. ☐

Item 4.01. Changes in Registrant’s Certifying Accountant

On May 14, 2024, Mazars USA LLP (“Mazars”) officially resigned as the independent registered public accounting firm of Applied UV, Inc. (the “Company”). This follows the initial advisory notice provided by Mazars on April 17, 2024, which indicated that Mazars would cease to act as the Company’s independent auditor effective with the filing of the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2024, and no later than May 31, 2024.

Mazars’ audit reports on the Company’s consolidated financial statements as of and for the fiscal years ended December 31, 2023 and December 31, 2022 did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principles, other than the explanatory paragraph regarding the Company’s ability to continue as a going concern. In addition, during the Company’s fiscal years ended December 31, 2023 and 2022 and through May 14, 2024, there have been no disagreements with Mazars on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreement(s), if not resolved to the satisfaction of Mazars, would have caused it to make reference to the subject matter of the disagreement(s) in connection with its reports on the Company’s financial statements for the fiscal years ended December 31, 2023 and December 31, 2022.

For the fiscal years ended December 31, 2023 and December 31, 2022 and through May 14, 2024, there were no “reportable events” as that term is described in Item 304(a)(1)(v) of Regulation S-K.

The Company provided Mazars with a copy of the disclosure contained herein, prior to its filing with the Securities and Exchange Commission (“SEC”), and requested that Mazars furnish the Company a letter addressed to the SEC stating whether or not it agreed with the statements contained herein and, if not, stating the respects in which it does not agree. A copy of Mazars’ letter dated as of May 20, 2024 is attached as Exhibit 16.1 hereto. 

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

SIGNATURES

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 hereunto duly authorized.

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