S-1MEF

As filed with the Securities and Exchange Commission on July 13, 2021 

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)

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)

Keyoumars Saeed

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.
Jeffrey P. Wofford, Esq.	Michael F. Nertney, Esq.
Carmel, Milazzo & Feil LLP	Ellenoff Grossman & Schole LLP
55 West 39th Street, 18th Floor	1345 Avenue of the Americas
New York, New York 10018	New York, New York 10105
Telephone: (212) 658-0458	Telephone: (212) 370-1300

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. ☒ Registration No. 333-257197

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. ☐

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 CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered		Proposed Maximum Aggregate Offering Price(1)(2)		Amount of Registration Fee (2)
10.5% Series A Cumulative Perpetual Preferred Stock, $0.0001 par value per share	$	2,300,000	$	251.00

(1)

The Registrant previously registered 10.5% Series A Cumulative Perpetual Preferred Stock for a proposed maximum offering price of $11,500,000 on a Registration Statement on Form S-1, as amended (File No. 333-257197), for which a filing fee of $1,254.65 was paid. In accordance with Rule 462(b) under the Securities Act, this Registration Statement covers the registration of an additional $2,300,000 aggregate principal amount of the Registrant’s 10.5% Series A Cumulative Perpetual Preferred Stock.

(2)

Calculated pursuant to Rule 457(o) based on the proposed maximum aggregate offering price.

THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE UPON FILING WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH RULE 462(B) UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

EXPLANATORY NOTE

This Registration Statement is being filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, for the purpose of registering $2,300,000 10.5% Series A Cumulative Perpetual Preferred Stock, $0.0001 par value per share of Applied UV, Inc.. This Registration Statement relates to the offering of shares of the Company’s Common Stock contemplated by its Registration Statement on Form S-1 (File No. 333-257197), which was initially filed with the Securities and Exchange Commission on June 21, 2021, and which, as amended, was declared effective on July 12, 2021 (the “Prior Registration Statement”). This Registration Statement is filed for the sole purpose of increasing the number of securities being offered. The required opinion of counsel and related consent and accountant’s consent are attached hereto and filed herewith. Pursuant to Rule 462(b), the contents of the Prior Registration Statement, including the exhibits thereto, are incorporated by reference into this Registration Statement. 

3 

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 July, 2021.

	APPLIED UV, INC.
By:		/s/Keyoumars Saeed
		Keyoumars Saeed
		Chief Executive Officer (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/Keyoumars Saeed	Chief Executive Officer and Chairman (Principal Executive officer)	July 13, 2021
Keyoumars Saeed
/s/ MaxMunn	President and Director	July 13, 2021
Max Munn
/s/Michael Riccio	Chief Financial Officer (Principal Financial and Accounting officer)	July 13, 2021
Michael Riccio
/s/Joel Kanter	Chairman of the Board	July 13, 2021
Joel Kantor
/s/Dr. Eugene Bauer	Director	July 13, 2021
Dr. Eugene Bauer
/s/Alastair Clemow	Director	July 13, 2021
Dr. Alastair Clemow
/s/Dr. Dallas Hack	Director	July 13, 2021
Dr. Dallas Hack
/s/Eugene Burleson	Director	July 13, 2021
Eugene Burleson

4 

EXHIBIT INDEX

5.1	Opinion of Counsel to the Registrant.
23.1	Consent of Adeptus Partners LLC, dated July 13, 2021.
23.2	Consent of Counsel to the Registrant (included in Exhibit 5.1).

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EX-5.1

Exhibit 5.1

 

July 13, 2021

Board of Directors

Applied UV, Inc.
150 N. Macquesten Parkway

Mount Vernon, NY 10550

 
RE: 10.5% Series A Cumulative Perpetual Preferred Stock, $0.0001 par value per share

Gentlemen:

We have acted as counsel to Applied UV, Inc., a Delaware corporation (the “Company”) in connection with the 462(b) Registration Statement on Form S-1MEF filed by the Company with the Securities and Exchange Commission (the “Commission”) on July 13, 2021 (as amended, 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 80,000 additional shares (the “Shares”) of the Company’s 10.5% Series A Cumulative Perpetual Preferred Stock, $0.0001 par value per share (the “Series A Preferred Stock”), excluding 72,000 shares of Series A Preferred Stock sold to cover over-allotments, if any (the “Over-allotment Option”), upon the closing of the public offering pursuant to which the 462(b) Registration Statement relates (together, the Shares and the shares of the Series A Preferred Stock covered by the Over-allotment Option are referred to herein as the “Securities”). This opinion

The Securities are to be sold by the Company pursuant to definitive underwriting agreements approved by the Company’s Board of Directors, or a committee thereof, by and between the Company and Ladenburg Thalmann & Co. Inc. (the “Underwriting Agreement”). This opinion is being furnished to you in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act and may be relied upon by all purchasers of the Securities in the offering described in the Prospectus (as defined below).

You have requested our opinion as to the matters set forth below in connection with the 462(b) Registration Statement. For purposes of rendering that opinion, we have examined: (i) the registration statement on Form S-1 of the Company relating to the Securities filed on June 21, 2021 with the Securities and Exchange Commission (“Commission”) under the Securities Act and Pre-Effective Amendment No. 1 and 2 thereto, including the information deemed to be a part of the registration statement pursuant to Rule 430A of the Rules and Regulations under the Securities Act (such registration statement, as so amended, being hereinafter referred to as the “Registration Statement”); (ii) the prospectus, dated July 13, 2021 (the “Prospectus”), which forms a part of and is included in the Registration Statement; (iii) the 462(b) Registration Statement; (iv) the form of Underwriting Agreement; (v) the Company’s current Amended and Restated Certificate of Incorporation as well as the Certificate of Designation relating to the Series A Preferred Stock (as amended, the “Charter”) and Bylaws, each of which has been filed with the Commission as an exhibit to the Registration Statement; (vi) the records of the corporate actions of the Company relating to the 462(b) Registration Statement and the authorization for issuance and sale of the Securities, and matters in connection therewith; and (vii) the Company’s stock ledgers. We have reviewed such other matters and made such other inquiries as we have deemed necessary to render the opinions expressed herein. For the purposes of this opinion letter, we have assumed the genuineness of all signatures, that each document submitted to us is accurate and complete, that each such document that is an original is authentic, that each such document that is a copy conforms to an authentic original, the conformity to the original or final versions of the documents submitted to us as copies or drafts, including, without limitation, the Charter and that all signatures on each such document are genuine. As to any facts relevant to the opinions stated herein that we did not independently establish or verify, we have relied upon statements and representations of officers and other representatives of the Company and others and of public officials, including the factual representations and warranties set forth in the Underwriting Agreement. In addition, we have assumed that the issuance of the Shares will not violate or conflict with any agreement or instrument binding on the Company.

In rendering our opinion below, we have also assumed that: (i) the Company will have sufficient authorized and unissued shares of Series A Preferred Stock at the time of the initial closing of the public offering and at the time of the exercise of the Over-allotment Option; (ii) each Underwriting Agreement, as executed, constitutes a valid and binding agreement of each of the parties thereto (other than the Company), enforceable against the parties thereto in accordance with its terms; (iii) the issuance of the Securities will be duly noted in the Company’s stock ledger upon their issuance; (iv) the Company will receive consideration for the Securities offered and sold pursuant to the Underwriting Agreement (whether upon the initial issuance or the exercise of the Over-allotment Option) at least equal to the par value of such share of the Series A Preferred Stock and in the amount required by the Underwriting Agreement; and (v) the resolutions of the Board of Directors of the Company relating to the Underwriting Agreement, the 462(b) Registration Statement and the authorization for issuance and sale of the Securities, and matters in connection therewith, have not been revoked, rescinded or amended as of the date hereof and are in full force and effect. We have not verified any of those assumptions.

Our opinions set forth below are limited to the Delaware General Corporation Law.

Based upon and subject to the foregoing, provided that the Certificate of Designations is filed with the Secretary of State of the State of Delaware and has become effective, the 462(b) Registration Statement and any required post-effective amendment thereto have all become effective under the Securities Act and the prospectus included in the 462(b) Registration Statement that is declared effective by the Commission (the “Prospectus”), required by applicable law have been delivered and filed as required by such laws, it is our opinion that:

1. The Shares are duly authorized for issuance by the Company and, when issued and paid for as described in the 462(b) Registration Statement and the Underwriting Agreement, will be validly issued, fully paid and non-assessable.

2. The shares of the Series A Preferred Stock subject to the Over-allotment Option have been duly authorized for issuance by the Company and, when issued and delivered by the Company against payment therefor as described in the 462(b) Registration Statement and the Underwriting Agreement, upon the exercise of the Over-allotment Option in accordance with the terms of the Underwriting Agreement, will be validly issued, fully paid, and non-assessable.

The opinions set forth above are subject to the following additional assumptions:

(i) The 462(b) Registration Statement and any amendment thereto (including any post-effective amendment) has become effective under the Securities Act, and such effectiveness shall not have been terminated, suspended or rescinded; and

(ii) All Securities offered pursuant to the 462(b) Registration Statement will be issued and sold (a) in compliance with all applicable federal and state securities laws, rules and regulations and solely in the manner provided in the 462(b) Registration Statement and the Prospectus, and (b) only upon payment of the consideration fixed therefor in accordance with the Underwriting Agreement.

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 as an exhibit to the 462(b) Registration Statement and to the reference to this firm in the related Prospectus under the caption “Legal Matters.” In giving our consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.

Very truly yours,

/s/ Carmel, Milazzo & Feil LLP

Carmel, Milazzo & Feil LLP

EX-23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference, in the registration statement on Form S-1MEF, of Applied UV, Inc. and Subsidiaries, of our report dated March 30, 2021 on our audit of the consolidated financial statements of Applied UV, Inc. and Subsidiaries as of December 31, 2020 and 2019 (as restated), and the related consolidated statements of operations, changes in stockholders’ equity (deficit) and cash flows for the years ended December 31, 2020 and 2019 (as restated), and the reference to us under the caption “Experts.”

/s/ Adeptus Partners, LLC

Ocean, New Jersey

July 13, 2021