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) July 29, 2021
APPLIED UV, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-39480 | 84-4373308 | ||
| (State
or other jurisdiction of Incorporation) |
(Commission File Number) |
(IRS
Employer Identification Number) |
150 N. Macquesten Parkway Mount Vernon, NY |
10550 | |
| (Address of registrant’s principal executive office) | (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 (see General Instruction A.2. below):
| ☐ | 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 | ||
| 10.5% Series A Cumulative Perpetual Preferred Stock, par value $0.0001 per share | AUVIP | 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. ☐
Item 8.01. Other Events.
On July 29, 2021, the Company issued a press release announcing that in connection with its previously announced public offering of its 10.5% Series A Cumulative Perpetual Preferred Stock, par value $0.0001 per share, it had closed the exercise of the underwriter’s overallotment option of 72,000 shares at $25.00 per share. The Company received aggregate gross proceeds of approximately $1.8 million, before deducting underwriting discounts and commissions and fees and other estimated offering expenses. The Company’s press release is filed as Exhibit 99.1 to this Current Report and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press Release dated July 29, 2021. |
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.
| Date: August 2, 2021 | APPLIED UV, INC. | |
| By: | /s/ Keyoumars Saeed | |
| Name: | Keyoumars Saeed | |
| Title: | Chief Executive Officer | |
Applied UV, Inc. Announces Full Exercise of Over-Allotment Option
July 29, 2021
MOUNT VERNON, NY / ACCESSWIRE / July 29, 2021 / Applied UV, Inc. (NASDAQ:AUVI) ("Applied UV" or the "Company"), an infection prevention technology company that applies the power of narrow-range ultra violet light ("UVC") to destroy pathogens safely, thoroughly, and automatically, today announced the that the underwriters of its 10.5% Series A Cumulative Perpetual Preferred Stock (the "Series A Preferred Stock") have exercised in full their over-allotment option to purchase an additional 72,000 shares of Series A Preferred Stock from Applied UV at a price to the public of $25.00 per share for gross proceeds of $1.8 million, prior to deducting underwriting discounts and commissions. After giving effect to the exercise of the over-allotment option, a total of 552,000 shares were sold in the offering, resulting in gross proceeds to Applied UV of $13.8 million.
Shares of Series A Preferred Stock began trading on Nasdaq under the symbol "AUVIP" on July 14, 2021.
The Company has funded a segregated dividend account in an amount equal to the first 12 monthly dividend payments and expects to use the remaining net proceeds for general corporate purposes, including new investments and acquisitions.
Ladenburg Thalmann & Co. Inc. is acting as lead book-running manager for this offering and EF Hutton, division of Benchmark Investments, LLC, is acting as joint book-running manager for this offering.
The offering was conducted pursuant to the Company's registration statement on Form S-1 (File No. 333-257197) previously filed with and subsequently declared effective by the Securities and Exchange Commission ("SEC") and an additional registration statement filed pursuant to Rule 462(b) which became effective upon filing. A prospectus relating to the offering has been filed with the SEC and is available on the SEC's website at http://www.sec.gov. Electronic copies of the prospectus relating to this offering, when available, may also be obtained from Ladenburg Thalmann & Co. Inc., Prospectus Department, 640 Fifth Avenue, 4th Floor, New York, New York 10019 or by email at prospectus@ladenburg.com.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, any security in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.
About Applied UV
Applied UV is focused on the development and acquisition of technology that address infection control in the healthcare, hospitality, commercial and municipal markets. The Company has two wholly owned subsidiaries - SteriLumen, Inc. ("SteriLumen") and Munn Works, LLC ("Munn Works"). SteriLumen's connected platform for Data Driven Disinfection™ applies the power of ultraviolet light (UVC) to destroy pathogens safely, thoroughly, and automatically, addressing the challenge of healthcare-acquired infections ("HAIs"). Targeted for use in facilities that have high customer turnover such as hospitals, hotels, commercial facilities, and other public spaces, the Company's Lumicide™ platform uses UVC LEDs in several patented designs for infection control in and around high-traffic areas, including sinks and restrooms, killing bacteria, viruses, and other pathogens residing on hard surfaces within devices' proximity. The Company's patented in-drain disinfection device, Lumicide Drain, is the only product on the market that addresses this critical pathogen intensive location. SteriLumen's Airocide® products for air purification, developed by NASA and FDA Cleared as class II medical devices, utilize a proprietary photo-catalytic bioconversion technology that draws air into a reaction chamber that converts damaging molds, microorganisms, dangerous pathogens, destructive VOCs and biological gasses into harmless water vapor without producing ozone or other harmful byproducts. Airocide® applications include healthcare, hospitality, grocery chains, wine making facilities, commercial real estate, schools, dental offices, and homes.
For more information about Applied UV, Inc., and its subsidiaries, please visit the following websites:
https://www.applieduvinc.com/;
https://sterilumen.com/; and,
https://munnworks.com/.
Forward-Looking Statements
The information contained herein may contain "forward-looking statements." Forward-looking statements reflect the current view about future events. When used in this press release, the words "anticipate," "believe," "estimate," "expect," "future," "intend," "plan," or the negative of these terms and similar expressions, as they relate to us or our management, identify forward-looking statements. Such statements include, but are not limited to, statements contained in this press release relating to the view of management of Applied UV concerning the closing of the public offering, its business strategy, future operating results and liquidity and capital resources outlook. Forward-looking statements are based on the Company's current expectations and assumptions regarding its business, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. The Company's actual results may differ materially from those contemplated by the forward-looking statements. They are neither statements of historical fact nor guarantees of assurance of future performance. We caution you therefore against relying on any of these forward-looking statements. Factors or events that could cause the Company's actual results to differ may emerge from time to time, and it is not possible for the Company to predict all of them. The Company cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, the Company does not intend to update any of the forward-looking statements to conform these statements to actual results.
Contact:
Applied UV Investor Relations
Kevin
McGrath
TraDigital IR
+1-646-418-7002
kevin@tradigitalir.com
SOURCE: Applied UV, Inc.
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