UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) February 8, 2021
APPLIED UV, INC.
(Exact name of registrant as specified in its charter)
Delaware | 001-39480 | 84-4373308 | ||
(State or other jurisdiction of | (Commission | (IRS Employer | ||
incorporation) | File Number) | Identification No.) |
150 N. Macquesten Parkway Mount Vernon, NY |
10550 | |
(Address of principal executive offices) | (Zip Code) |
(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:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Common Stock, par value $0.0001 per share | AUVI | The Nasdaq Stock Market LLC |
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. ☐
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Explanatory Note
On February 11, 2021, Applied UV, Inc. (“Applied UV”) filed a Current Report on Form 8-K (the “Initial Filing”) to report, among other things, that it had entered into an Asset Purchase Agreement dated February 8, 2021 among Applied UV, SteriLumen, Inc., a wholly owned subsidiary of Applied UV, Akida Holdings LLC (“Akida”) and the the members of Akida pursuant to which Applied UV acquired substantially all of the assets of Akida (the “Acquisition”). This Form 8-K/A amends (i) the Date of Report on the cover page of the Initial filing to February 8, 2021 and (ii) Item 9.01(b) of the Initial Filing to provide the pro forma financial information required by Item 9.01 of Form 8-K that was previously omitted from the Initial Filing as permitted by Item 9.01(b)(2). Unless otherwise expressly set forth herein, this Form 8-K/A does not amend any other item of the Initial Filing and all other information previously reported in or filed with the Initial Report is hereby incorporated by reference to this Form 8-K/A.
The pro forma financial information included in this Form 8-K/A has been presented for informational purposes only, as required by Form 8-K. It does not purport to represent the actual results of operations that Applied UV and Akida would have achieved had the companies been combined during the periods presented in the pro forma financial information and is not intended to project the future results of operations that the combined company may achieve after the Acquisition.
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Item 9.01 Financial Statements and Exhibits.
(b) Pro forma financial information.
The Unaudited Pro Forma Condensed Combined Balance Sheet of Applied UV, Inc. as of September 30, 2020, Unaudited Pro Forma Condensed Combined Statements of Operations of Applied UV, Inc. for the year ended December 31, 2019 and Unaudited Pro Forma Condensed Combined Statements of Operations for the Nine Months Ended September 30, 2020 are attached hereto as Exhibit 99.1 and incorporated herein by reference.
(d) Exhibits.
Exhibit Number | Description |
99.1 |
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SIGNATURE
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.
APPLIED UV, INC. | |
Date: April 20, 2021 | By: /s/ Michael Riccio |
Name: Michael Riccio | |
Title: Chief Financial Officer |
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Applied UV, Inc.
Unaudited Pro Forma Condensed Combined Financial Information
On February 8, 2021 (“Closing Date”), Applied UV, Inc. and its wholly owned subsidiary SteriLumen, Inc. (“Applied” or the “Company”) completed an Asset Purchase Agreement (“the Purchase Agreement”) with Akida Holdings LLC (“Akida”) and its members, Simba Partners, LLC, JJH Holdings, LLC and Fakhruddin Holdings FZC (collectively, the “Sellers”), pursuant to which Applied purchased the Sellers’ air filtration business known as AiroCideTM by acquiring certain assets and liabilities of Akida (the “Transaction”).
Under the terms of the Purchase Agreement, Applied issued $901,275 and 1,375,000 common shares of Applied UV, Inc. as consideration for the Transaction. The following unaudited pro forma condensed combined balance sheet of the Company as of September 30, 2020 and the unaudited pro forma condensed combined statements of operations of the Company for the year ended December 31, 2019 and for the nine months ended September 30, 2020 are based on the historical consolidated financial statements of the Company and Akida using the acquisition method of accounting.
The transaction accounting adjustments for the acquisition consist of those necessary to account for the acquisition. The unaudited pro forma condensed combined balance sheet as of September 30, 2020 gives effect to the Purchase Agreement as if it had occurred on September 30, 2020 and includes all adjustments necessary to reflect the application of the acquisition accounting to the transaction. The unaudited pro forma condensed combined statements for the year ended December 31, 2019 and the nine months ended September 30, 2020 give effect to the acquisition as if it had occurred on January 1, 2019 and include all adjustments necessary to reflect the accounting for the transaction.
The unaudited pro forma condensed combined financial statements are presented for information purposes only, in accordance with Article 11 of Regulation S-X and are not intended to represent or to be indicative of the income or financial position that the Company would have reported had the acquisition been completed as of the dates set forth in the unaudited pro forma condensed combined financial statements due to various factors. The unaudited pro forma condensed combined balance sheet does not purport to represent the future financial position of the Company and the unaudited pro forma condensed combined statements of operations do not purport to represent the future results of operations of the Company. Given the comparable fiscal periods differ by less than 93 days, as permitted by Regulation S-X, the unaudited pro forma condensed combined statement of operations for the year ended December 31, 2019 combines Akida’s condensed statement of operations for the year ended September 30, 2019 with the consolidated statement of operations of the Company for the year ended December 31, 2019.
The unaudited pro forma condensed combined financial statements reflect management’ preliminary estimates of fair value of purchase consideration and the fair values of tangible and intangible assets acquired and liabilities assumed in the acquisition, with the remaining estimated purchase consideration recorded as goodwill. Independent valuation specialists have conducted an analysis to assist management of the Company in determining the fair value of the assets acquired and liabilities assumed. The Company’s management is responsible for these third-party valuations. Since these unaudited pro forma condensed combined financial statements have been prepared based on preliminary estimates of the fair value of purchase consideration and fair values of assets acquired and liabilities assumed, the actual amounts to be reported in future filings may differ materially from the amounts used in the pro forma condensed combined financial statements.
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Applied UV, Inc.
Unaudited Pro Forma Condensed Combined Financial Information
These unaudited pro forma condensed financial statements should be read in conjunction with the following:
• | The accompanying notes to the unaudited pro forma condensed combined financial statements; |
• | The Company’s historical audited consolidated financial statements and notes thereto contained in the Form S-1/A filed by the Company filed by the Company on August 26, 2020 and declared effective by the Securities and Exchange Commission on August 28, 2020; |
• | The Company’s restated December 31, 2019 audited consolidated financial statements and notes thereto contained in the Form 10-K filed by the Company on March 30, 2021; |
• | The Company’s historical unaudited condensed consolidated financial statements and notes thereto contained in the Company’s Quarterly Report on Form 10-Q as of and for the nine months ended September 30, 2020, as restated in the Company’s Form 10-K for the year ended December 31, 2020 filed by the Company on March 30, 2021; |
• | The Current Report on Form 8-K of the Company to which these unaudited pro forma condensed combined financial statements are attached as an exhibit; |
• | Akida’s audited consolidated financial statements and notes thereto for the years ended September 30, 2020 and 2019, included in Exhibit 99.1 to the Current Report on Form 8-K. |
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Applied UV, Inc.
Unaudited Pro Forma Condensed Combined Balance Sheet
As of September 30, 2020
Applied Historical | Akida Historical | Transaction Adjustments | Notes | Pro Forma Combined | ||||||||||||||||
Assets | ||||||||||||||||||||
Current Assets: | ||||||||||||||||||||
Cash | $ | 5,897,441 | $ | 114,057 | $ | (901,275 | ) | A | $ | 5,110,223 | ||||||||||
Vendor deposit | 146,278 | 141,135 | — | 287,413 | ||||||||||||||||
Accounts receivable, net of allowances | 734,086 | 115,431 | — | 849,517 | ||||||||||||||||
Inventory | 189,755 | 252,025 | — | 441,780 | ||||||||||||||||
Prepaid expenses and other current assets | 44,000 | 9,392 | — | 53,392 | ||||||||||||||||
Total current assets | 7,011,560 | 632,040 | (901,275 | ) | 6,742,325 | |||||||||||||||
Machinery and equipment, net | 120,536 | 158,500 | — | 279,036 | ||||||||||||||||
Right of use asset | 515,324 | — | — | 515,324 | ||||||||||||||||
Other assets | 114,458 | — | — | 114,458 | ||||||||||||||||
Goodwill | — | — | 2,674,806 | D | 2,674,806 | |||||||||||||||
Intangible assets | — | — | 5,163,000 | E | 5,163,000 | |||||||||||||||
Total assets | $ | 7,761,878 | $ | 790,540 | $ | 6,936,531 | $ | 15,488,949 | ||||||||||||
Liabilities and Stockholders’ Equity | ||||||||||||||||||||
Current Liabilities | ||||||||||||||||||||
Accounts payable and accrued expenses | $ | 513,156 | $ | 502,920 | $ | 233,000 | F | $ | 1,249,076 | |||||||||||
Income tax payable | 106,861 | — | — | 106,861 | ||||||||||||||||
Capital lease obligations | 6,380 | — | — | 6,380 | ||||||||||||||||
Lease liability | 138,173 | — | — | 138,173 | ||||||||||||||||
Payroll protection plan loan | 69,297 | 22,366 | (22,366 | ) | B | 69,297 | ||||||||||||||
Note payable | 30,000 | — | 30,000 | |||||||||||||||||
Line of credit-related party | — | 391,086 | (391,086 | ) | B | — | ||||||||||||||
Deferred revenue | 746,936 | 101,651 | — | 848,587 | ||||||||||||||||
Total Current Liabilities | 1,610,803 | 1,018,023 | (180,452 | ) | 2,448,374 | |||||||||||||||
Long-term Liabilities | ||||||||||||||||||||
Capital lease obligations | 10,881 | — | — | 10,881 | ||||||||||||||||
Note payable | 90,000 | — | — | 90,000 | ||||||||||||||||
Lease liability | 377,151 | — | — | 377,151 | ||||||||||||||||
Payroll protection plan loan | 227,530 | 14,466 | (14,466 | ) | B | 227,530 | ||||||||||||||
Total Liabilities | 2,316,365 | 1,032,489 | (194,918 | ) | 3,153,936 | |||||||||||||||
Stockholders’ Equity/Members’ Deficit | ||||||||||||||||||||
Common stock | 633 | — | 138 | A | 771 | |||||||||||||||
Series A preferred stock | 1 | — | — | 1 | ||||||||||||||||
Additional paid-in capital | 5,270,288 | — | 7,122,362 | A | 12,392,650 | |||||||||||||||
Members’ Deficit | — | (616,949 | ) | 616,949 | C | — | ||||||||||||||
Series A, preferred units | — | 375,000 | (375,000 | ) | C | — | ||||||||||||||
Retained earnings | 174,591 | — | (233,000 | ) | F | (58,409 | ) | |||||||||||||
Total Stockholders’ Equity/Members’ Deficit | 5,445,513 | (241,949 | ) | 7,131,449 | 12,335,013 | |||||||||||||||
Total Liabilities and Stockholders’ Equity/Members’ Deficit | $ | 7,761,878 | $ | 790,540 | $ | 6,936,531 | $ | 15,488,949 |
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Applied UV, Inc.
Unaudited Pro Forma Condensed Combined Statements of Operations
For the Year Ended December 31, 2019
Applied Historical | Akida Historical | Transaction Accounting Adjustments | Notes | Pro Forma Combined | ||||||||||||||||
Net Sales | $ | 9,095,150 | $ | 4,534,266 | $ | — | $ | 13,629,416 | ||||||||||||
Cost of Goods Sold | 6,009,730 | 3,728,464 | — | 9,738,194 | ||||||||||||||||
Gross Profit | 3,085,420 | 805,802 | — | 3,891,222 | ||||||||||||||||
Selling, General and Administrative expenses | 1,916,386 | 1,026,887 | 539,400 | AA | 3,482,673 | |||||||||||||||
Operating Income (Loss) | 1,169,034 | (221,085 | ) | (539,400 | ) | 408,549 | ||||||||||||||
Other Income (Expense) | ||||||||||||||||||||
Gain on settlement | 1,520,399 | — | — | 1,520,399 | ||||||||||||||||
Interest expense | (15,736 | ) | — | — | (15,736 | ) | ||||||||||||||
Total Other Income | 1,504,663 | — | — | 1,504,663 | ||||||||||||||||
Income (Loss) Before Provision of Income Taxes | 2,673,697 | (221,085 | ) | (539,400 | ) | 1,913,212 | ||||||||||||||
Provision for Income Taxes | 106,861 | — | — | 106,861 | ||||||||||||||||
Net Income (Loss) | $ | 2,566,836 | $ | (221,085 | ) | $ | (539,400 | ) | $ | 1,806,351 | ||||||||||
Basic and Diluted Earnings Per Common Share | $ | 0.51 | 0.28 | |||||||||||||||||
Weighted-average number of shares used in computing net income per share | 5,001,252 | 1,375,000 | BB | 6,376,252 |
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Applied UV, Inc.
Unaudited Pro Forma Condensed Combined Statements of Operations
For the Nine Months Ended September 30, 2020
Applied Historical | Akida Historical | Transaction Accounting Adjustments | Notes | Pro Forma Combined | ||||||||||||||||
Net Sales | $ | 4,727,631 | $ | 3,931,988 | $ | — | $ | 8,659,619 | ||||||||||||
Cost of Goods Sold | 3,825,037 | 2,426,556 | — | 6,251,593 | ||||||||||||||||
Gross Profit | 902,594 | 1,505,432 | — | 2,408,026 | ||||||||||||||||
Operating Expenses | ||||||||||||||||||||
Selling, general and administrative expenses | 1,443,276 | 715,624 | 404,550 | CC | 2,563,450 | |||||||||||||||
Stock based compensation | 381,314 | — | — | 381,314 | ||||||||||||||||
Research and development | 65,037 | 50,446 | — | 115,483 | ||||||||||||||||
Total Operating Expenses | 1,889,627 | 766,070 | 404,550 | 3,060,247 | ||||||||||||||||
Operating Income (Loss) | (987,033 | ) | 739,362 | (404,550 | ) | (652,221 | ) | |||||||||||||
Other Income (Expense) | ||||||||||||||||||||
Other income | 11,905 | — | 11,905 | |||||||||||||||||
Total Other Income | 11,905 | — | 11,905 | |||||||||||||||||
Income (Loss) Before Provision of Income Taxes | (975,128 | ) | 739,362 | (404,550 | ) | (640,316 | ) | |||||||||||||
Provision for Income Taxes | — | — | — | — | ||||||||||||||||
Net Loss | $ | (975,128 | ) | $ | 739,362 | $ | (404,550 | ) | $ | (640,316 | ) | |||||||||
Basic and Diluted Earnings Per Common Share | (0.18 | ) | (0.09 | ) | ||||||||||||||||
Weighted-average number of shares used in computing net income per share | 5,372,634 | 1,375,000 | DD | 6,747,634 |
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Applied UV, Inc.
Notes to Unaudited Pro Forma Condensed Combined Financial Information
Note 1. Basis of Pro Forma Presentation
The Pro Forma Combined Financial Information has been prepared assuming the Transaction is accounted for using the acquisition method of accounting with Applied as the acquiring entity and Akida as the acquiree. Under the acquisition method of accounting, Applied’s assets and liabilities will retain their carrying amounts while the assets acquired, and liabilities assumed of Akida will be recorded at their fair values measured as of the acquisition date. The excess of the purchase price over the estimated fair values of net assets acquired will be recorded as goodwill. The transaction accounting adjustments have been prepared as if the Transaction had taken place on September 30, 2020 in the case of the Condensed Combined Balance Sheet, and on January 1, 2019 in the case of the Combined Condensed Statements of Operations for the year ended December 31, 2019 and the nine months ended September 30, 2020.
The transaction accounting adjustments represent management’s estimates based on information available as of the date of this filing and are subject to change as additional information becomes available and additional analyses are performed. The Pro Forma Condensed Combined Financial Information does not reflect possible adjustments related to restructuring or integration activities that have yet to be determined.
The accounting policies used in the preparation of the Pro Forma Condensed Combined Financial Information are those set out in the Company’s audited consolidated financial statements as of and for the year ended December 31, 2019. The Company performed a preliminary review of Akida’s accounting policies to determine whether any adjustments were necessary to ensure comparability in the Pro Forma Condensed Combined Financial Information. At this time, the Applied is not aware of any other differences that would have a material effect on the Pro Forma Condensed Combined Financial Information, including any differences in the timing of adoption of new accounting standards. However, Applied will continue to perform its detailed review of Akida’s accounting policies and, upon completion of that review, differences may be identified between accounting policies of the two companies that, when conformed, could have a material impact on Pro Forma Condensed Combined Financial Information.
Note 2. Preliminary Purchase Consideration
The total estimated preliminary purchase considerations as of February 8, 2021 is as follows:
Fair value of share consideration | $ | 7,122,500 | ||
Cash consideration | 901,275 | |||
Total estimated consideration | $ | 8,023,775 |
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Applied UV, Inc.
Notes to Unaudited Pro Forma Condensed Combined Financial Information
Note 3. Preliminary Estimated Purchase Price Allocation
The following table sets forth a preliminary allocation of the estimated purchase consideration to the identifiable tangible and intangible assets acquired and liabilities assumed of Akida based on Akida’s September 30, 2020 balance sheet, with the excess recorded as goodwill.
Consideration paid | $ | 8,023,775 | ||
Current assets | $ | 632,040 | ||
Machinery and equipment | 158,500 | |||
Intangible assets | 5,163,000 | |||
Assumed liabilities | (604,571 | ) | ||
Total net assets acquired | 5,348,969 | |||
Goodwill | $ | 2,674,806 |
Note 4. Transaction Adjustments
Transaction adjustments are necessary to reflect the acquisition consideration exchanged and to adjust amounts related to adjust amounts related to the tangible and intangible assets and liabilities of Akida to a preliminary estimate of their fair values, and to reflect the impact on the statements of operations as if the Transaction had occurred during those periods.
Balance Sheet Adjustments
A | Reflects cash of $901,275 paid and the issuance of 1,375,000 common shares issued for the acquisition. |
B | Reflects the elimination of Akida liabilities not assumed by Applied. |
C | Reflects the elimination of Akida members’ deficit. |
D | Reflects the preliminary fair value adjustment related to in intangible assets and goodwill acquired. |
E | Reflects the pro forma adjustments to intangible assets to reflect the fair value of identifiable intangible assets, as follows: |
Amortization Expense | ||||||||||||||||
Estimated Fair Value | Estimated Useful Life | Year Ended December 31, 2019 | Nine Months Ended September, 2020 | |||||||||||||
Trade names | $ | 1,156,000 | 10.0 | $ | 115,600 | $ | 86,700 | |||||||||
Customer relationships | 539,000 | 7.0 | 77,000 | 57,750 | ||||||||||||
Technology and know-how | 3,468,000 | 10.0 | 346,800 | 260,100 | ||||||||||||
Total | $ | 5,163,000 | $ | 539,400 | $ | 404,550 |
F | Reflects the accrual of transaction and other acquisition related costs that had been incurred through the closing date but not recorded in the historical financial statements. |
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Applied UV, Inc.
Notes to Unaudited Pro Forma Condensed Combined Financial Information
Statement of Operations for the Year Ended December 31, 2019 Adjustment
AA | Reflects amortization expensed based on preliminary fair value estimates for acquired intangible assets. |
BB | Reflects the issuance of 1,375,000 common shares as stock consideration for the acquisition. |
Statement of Operations for the Nine Months Ended September 30, 2020 Adjustment
CC | Reflects amortization expensed based on preliminary fair value estimates for acquired intangible assets. |
DD | Reflects the issuance of 1,375,000 common shares as stock consideration for the acquisition. |
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