UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
APPLIED UV, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 84-4373308 | |||
(State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification No.) |
150 N. Macquesten Parkway
Mount Vernon, NY 10550
(Address of registrant’s principal executive offices)
Registrant’s telephone number: (914) 665-6100
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol | Name of each exchange on which registered | ||
| Common Stock, par value $0.0001 | AUVI | The Nasdaq Stock Market LLC |
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes: ☐ No: ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes: ☒ No: ☐
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes: ☒ No: ☐
Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes: ☒ No: ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company, in Rule 12b-2 of the Exchange Act.
| 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 pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Act).
Yes: ☐ No: ☒
The aggregate market value of the voting and non-voting common stock held by non-affiliates of the registrant as of June 30, 2020: N/A.
At March 30, 2021, the registrant had 9,402,484 shares of common stock, par value $0.0001 per share, outstanding.
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EXPLANATORY NOTE
This amendment is being filed to revise certain information regarding beneficial ownership contained in the table set forth under the heading “Security Ownership of Certain Beneficial Owners and Management” in Item 12 of the Form 10-K for the fiscal year ended December 31, 2020 and filed with SEC on March 30, 2021. Except as expressly set forth herein, no other portion of the Form 10-K is being amended and this amendment does not reflect any events occurring after the filing of the Form 10-K.
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PART III
ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
Security Ownership of Certain Beneficial Owners and Management
The table below sets forth information regarding the beneficial ownership of the common stock by (i) our directors and named executive officers; (ii) all the named executives and directors as a group and (iii) any other person or group that to our knowledge beneficially owns more than five percent of our outstanding shares of common stock. Except as indicated below, the address of each holder is c/o Applied UV, Inc., 150 N. Macquesten Parkway, Mount Vernon, NY 10550.
The information contained in this table is as of March 30, 2021. At that date, 9,402,484 shares of our common stock were outstanding.
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A person is deemed to be a beneficial owner of shares if he has the power to vote or dispose of the shares. This power can be exclusive or shared, direct or indirect. In addition, a person is considered by SEC rules to beneficially own shares underlying options or warrants that are presently exercisable or that will become exercisable within sixty (60) days. Except as otherwise indicated, we believe that the persons named in this table have sole voting and investment power with respect to all shares of common stock held by them. To our knowledge, none of the shares listed below are held under a voting trust or similar agreement, except as noted. There is no arrangement, including any pledge by any person of securities of the Company, the operation of which may at a subsequent date result in a change in control of the Company.
Name of Beneficial Owner |
Title | Title of Class | Number of Shares | Percent of Class | ||||||||
| Officers and Directors | ||||||||||||
| Keyoumars Saeed | Chief Executive Officer and Director |
Common Stock | 89,308 | (1) | * | |||||||
| Series A Preferred Stock | — | — | ||||||||||
| Max Munn | President | Common Stock | 5,098,089 | (2) | 54.2 | % | ||||||
| Series A Preferred Stock | 2,000 | (3) | 100 | % | ||||||||
| James L. Doyle III | Chief Operations Officer | Common Stock | 38,275 | (1) | * | |||||||
| Series A Preferred Stock | — | — | ||||||||||
| Joseph N. Himy | Interim Chief Financial Officer | Common Stock | — | — | ||||||||
| Series A Preferred Stock | — | — | ||||||||||
| Joel Kanter | Chairman of the Board | Common Stock | 35,375 | * | ||||||||
| Series A Preferred Stock | — | — | ||||||||||
| Dr. Eugene A. Bauer, M.D. | Director | Common Stock | 35,000 | (4) | * | |||||||
| Series A Preferred Stock | — | — | ||||||||||
| Dr. Alastair Clemow, Ph.D | Director | Common Stock | 35,000 | (4) | * | |||||||
| Series A Preferred Stock | — | — | ||||||||||
| Dr. Dallas C. Hack, M.D. | Director | Common Stock | 25,000 | (5) | * | |||||||
| Series A Preferred Stock | — | — | ||||||||||
| Eugene E. Burleson | Director | Common Stock | 35,000 | (4) | * | |||||||
| Series A Preferred Stock | — | — | ||||||||||
| Officers and Directors as a Group (total of 9 persons) |
||||||||||||
| Common Stock | 5,391,047 | 57.3 | % | |||||||||
| Series A Preferred Stock | 2,000 | 100 | % | |||||||||
| 5% Stockholders | ||||||||||||
| The Munn Family 2020 Irrevocable Trust | Common Stock | 5,000,000 | 53.2 | % | ||||||||
| Series A Preferred Stock | 2,000 | 100 | % | |||||||||
| Fakhruddin Holdings FZC | Common Stock | 785,714 | 8.4 | % | ||||||||
| Series A Preferred Stock | -- | -- | ||||||||||
*Less than 1%.
(1) Subject to quarterly vesting over an eighteen (18) month period with the first vesting having occurred on September 30, 2020.
(2) Includes (i) 5,000,000 shares which are held in the name of The Munn Family 2020 Irrevocable Trust, for which the spouse of Max Munn is the trustee; (ii) 80,000 shares underlying a warrant issued to Mr. Munn; (iii) 875 shares underlying an option granted to Mr. Munn as director compensation and (iv) 17,214 shares underlying an option granted to Mr. Munn pursuant to his employment agreement.
(3) Held in the name of The Munn Family 2020 Irrevocable Trust, for which the spouse of Max Munn is the trustee. Each share of Series A Preferred Stock is entitled to 1,000 votes (2,000,000 votes in aggregate) and votes with the Company’s common stock as a single class.
(4) 7,500 shares of which vest evenly on an annual basis over a three-year period, commencing on January 1, 2022; 12,500 shares of which vest on January 1, 2022 and the remainder of the shares are vested.
(5) 7,500 shares of which vest evenly on an annual basis over a three-year period, commencing on January 1, 2022; 7,500 shares of which vest on January 1, 2022 and the remainder of the shares are vested.
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PART IV
Item 15. Exhibits, Financial Statement Schedules.
EXHIBIT INDEX
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Date: April 26, 2021 | APPLIED UV, INC. | |
| By: | /s/ Keyoumars Saeed | |
| Keyoumars Saeed | ||
| Chief Executive Officer | ||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| /s/ Keyoumars Saeed | Chief Executive Officer and Director | April 26, 2021 | ||
| Keyoumars Saeed | (principal executive officer) | |||
| * | President and Director | April 26, 2021 | ||
| Max Munn | ||||
| /s/ Michael Riccio | Chief Financial Officer | April 26, 2021 | ||
| Michael Riccio | (principal financial and accounting officer) | |||
| * | Director | April 26, 2021 | ||
| Joel Kanter | ||||
| * | Director | April 26, 2021 | ||
| Dr. Alastair Clemow | ||||
| * | Director | April 26, 2021 | ||
| Eugene Burleson | ||||
| * | Director | April 26, 2021 | ||
| Dr. Gene Bauer | ||||
| * | Director | April 26, 2021 | ||
| Dr. Dallas C. Hack |
| *By: | /s/ Keyoumars Saeed |
| Keyoumars Saeed | |
| Attorney-in fact |
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Exhibit 31.1
CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES OXLEY ACT OF 2002
AND RULE 13A-14 OF THE EXCHANGE ACT OF 1934
I, Keyoumars Saeed, certify that:
1. I have reviewed this Annual Report on Form 10-K for the year ended December 31, 2020, 2020 of Applied UV, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Date: April 26, 2021 | By: | /s/ Keyoumars Saeed |
| Keyoumars Saeed | ||
| Chief Executive Officer |
Exhibit 31.2
CERTIFICATION OF THE CHIEF FINANCIAL OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES OXLEY ACT OF 2002
AND RULE 13A-14 OF THE EXCHANGE ACT OF 1934
I, Michael Riccio, certify that:
1. I have reviewed this amendment to the Annual Report on Form 10-K for the year ended December 31, 2020, of Applied UV, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Date: April 26, 2021 | By: | /s/ Michael Riccio |
| Michael Riccio | ||
| Chief Financial Officer |
Exhibit 32.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Applied UV, Inc. (the “Company”) on Form 10-K for the year ended December 31, 2020, as filed with the Securities and Exchange Commission on the date hereof (the “Form 10-K”), I, Keyoumars Saeed, Chief Executive Officer of Applied UV, Inc. (the "Company"), hereby certify, pursuant to 18 U.S.C. Section 1350 as adopted by pursuant to the Sarbanes-Oxley Act, that, to the best of my knowledge:
| 1. | The Form 10-K fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and |
| 2. | The information contained in the Form 10-K fairly presents, in all material respects, the financial condition and results of operations of the Company. |
| Date: April 26, 2021 | By: | /s/ Keyoumars Saeed |
| Keyoumars Saeed | ||
| Chief Executive Officer |
Exhibit 32.2
CERTIFICATION OF THE CHIEF FINANCIAL OFFICER
PURSUANT TO 18 U.S. C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Applied UV, Inc. (the “Company”) on Form 10-K for the year ended December 31, 2020, as filed with the Securities and Exchange Commission on the date hereof (the “Form 10-K”), I, Joseph Himy, Chief Financial Officer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:
| (1) | The Form 10-K fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and | |
| (2) | The information contained in the Form 10-K fairly presents, in all material respects, the financial condition and results of operations of the Company. |
| Date: April 26, 2021 | By: | /s/ Michael Riccio |
| Michael Riccio | ||
| Chief Financial Officer |