UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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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).
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Item 3.03 Material Modification to Rights of Security Holders.
To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Applied UV, Inc. (the “Company”) filed a Certificate of Amendment to the Company’s Certificate of Incorporation with the Secretary of State of the State of Delaware (the “Certificate of Amendment”) to effect a 1-for-5 reverse stock split (the “reverse stock split”) of the shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), on May 30, 2023. The Certificate of Amendment has no effect on the number of authorized shares of Common Stock or their par value. No fractional shares will be issued in connection with the reverse stock split and stockholders will receive cash in lieu of fractional shares.
The Common Stock will begin trading on a reverse stock split-adjusted basis on the Nasdaq Capital Market when the market opens on May 31, 2023. The trading symbol for the Common Stock will remain “AUVI.” The Common Stock was assigned a new CUSIP number (03828V402) following the reverse stock split.
The Company will adjust the number of shares available for future grant under its equity incentive plan and will also adjust the number of outstanding awards, the exercise price per share of outstanding stock options and other terms of outstanding awards issued to reflect the effects of the reverse stock split
The foregoing description of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the Certificate of Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company convened its virtual Annual Stockholder Meeting (the “Meeting”) on May 24, 2023 at 1:00 p.m. Eastern Time. A quorum was present for the Meeting.
At the Meeting, four proposals were submitted to the stockholders for approval as set forth in the definitive Proxy Statement as filed with the Securities and Exchange Commission on April 18, 2023. As of the record date, March 31, 2023, a total of 19,237,273 shares of common stock of the Company (“Common Stock”) were issued and outstanding and entitled to vote. As of the record date, the Company also had 10,000 shares of Series X Super Voting Preferred Stock (“Series X Preferred Stock”) issued and outstanding, which is entitled to vote with the Common Stock at a rate of 1,000 votes per share. The Common Stock and the Series X Preferred Stock constitute all of the securities of the Company entitled to vote at the Meeting. The holders of record of 11,813,257 shares of Common Stock and 10,000 shares of Series X Preferred Stock, having 1,000 votes per share, were present in person or represented by proxy at said meeting. Such amounts represented approximately 61.41% of the Common Stock entitled to vote at such meeting and approximately 74.61% of Company’s total voting power.
At the Meeting, the stockholders approved all four proposals submitted. The votes on the proposals were cast as set forth below:
1. Proposal No. 1 – Election of directors. The stockholders elected all five of the director nominees presented to the stockholders by the Company: Max Munn, Eugene Burleson, Dallas Hack, Joseph Luhukay and Brian Stern. All of the nominees elected were elected to serve one-year terms as directors until their successors are elected and qualified.
| Name | For | Withhold | Broker Non-Vote | |||||||||
| Eugene Burleson | 18,105,407 | 461,340 | 3,246,510 | |||||||||
| Dallas Hack | 18,150,075 | 416,672 | 3,246,510 | |||||||||
| Max Munn | 18,137,344 | 429,403 | 3,246,510 | |||||||||
| Joseph Luhukay | 18,041,938 | 524,809 | 3,246,510 | |||||||||
| Brian Stern | 18,166,461 | 400,286 | 3,246,510 | |||||||||
2. Proposal No. 2 – To approve an amendment to our certificate of incorporation to effect a reverse stock split of our common stock at a reverse stock split ratio ranging from 2:1 to 5:1, inclusive, as determined by the Chief Executive Officer in his sole discretion.
| For | Against | Abstain | Broker Non-Vote | |||||||||||
| 20,177,841 | 1,009,170 | 54,184 | — | |||||||||||
3. Proposal No. 3 - To ratify and approve the appointment of Mazars USA LLP as the Company’s independent auditors for the fiscal year ending December 31, 2023.
| For | Against | Abstain | Broker Non-Vote | |||||||||||
| 20,851,385 | 534,551 | 427,321 | — | |||||||||||
4. Proposal No. 4 – To approve the adjournment of the Annual Meeting, if necessary or appropriate, to solicit additional proxies.
| For | Against | Abstain | Broker Non-Vote | |||||||||||
| 20,380,722 | 765,265 | 95,210 | — | |||||||||||
Item 7.01 Regulation FD Disclosures.
On May 30, 2023, the Company issued a press release announcing the anticipated completion of the reverse stock split. A copy of the Company’s press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information contained in this Item 7.01 and the accompanying exhibit is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of Section 18. Furthermore, the information contained in this Item 7.01 and the accompanying exhibit shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.
Forward-Looking Statements
The information contained in this Current Report on Form 8-K 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 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. References and links to websites and social media have been provided as a convenience, and the information contained on such websites and social media is not incorporated by reference into this Current Report.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit | |
| Number | Description of the Exhibit |
| 3.1 | Certificate of Amendment to the Certificate of Incorporation of Applied UV, Inc. |
| 99.1 | Press Release dated May 30, 2023. |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL |
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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 thereunto duly authorized.
| APPLIED UV, INC. | ||
| Date: May 30, 2023 | By: | /s/Max Munn |
| Max Munn | ||
| Chief Executive Officer | ||
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STATE OF DELAWARE
CERTIFICATE OF AMENDMENT
OF CERTIFICATE OF INCORPORATION
(Pursuant to Sections 242 of the General Corporation Law of the State of Delaware)
Applied UV, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify:
FIRST: That at a meeting of the Board of Directors of Applied UV, Inc. resolutions were duly adopted setting forth a proposed amendments of the certificate of incorporation of said corporation (the “Certificate of Incorporation”), declaring said amendments to be advisable and calling a meeting of the stockholders of said corporation for consideration thereof. The resolution setting forth the proposed amendment is as follows:
“RESOLVED, that the Certificate of Incorporation of this corporation be amended by deleting Article IV, Section 1 in its entirety and inserting the following:
ARTICLE IV
Section 1. (a) Number of Authorized Shares. The total number of shares of stock which the Corporation shall have the authority to issue shall be One Hundred Seventy Million (170,000,000) shares. The Corporation shall be authorized to issue two classes of shares of stock, designated as “Common Stock” and “Preferred Stock.” The Corporation shall be authorized to issue One Hundred Fifty Million (150,000,000) shares of Common Stock, each share to have a par value of $0.0001 per share, and Twenty Million (20,000,000) shares of Preferred Stock, each share to have a par value of $0.0001 per share.
(b) Reverse Stock Split. Effective as of 12:01 A.M. on May 30, 2023 (the “Effective Time”), each five (5) shares of the Corporation’s Common Stock issued and outstanding immediately prior to the Effective Time shall, automatically and without any action on the part of the Corporation or the respective holders thereof, be combined and converted into one (1) share of Common Stock without increasing or decreasing number of authorized shares of Common Stock or the par value of each share of Common Stock (the “Reverse Stock Split”). No fractional shares of Common Stock shall be issued as a result of the Reverse Stock Split and, in lieu thereof, upon surrender after the Effective Time of a certificate or book entry position which formerly represented shares of Common Stock that were issued and outstanding immediately prior to the Effective Time, any person who would otherwise be entitled to a fractional share of Common Stock as a result of the Reverse Stock Split, following the Effective Time, shall be entitled to receive a cash payment (without interest and subject to withholding taxes, as applicable) equal to the fraction of a share of Common Stock to which such holder would otherwise be entitled multiplied by the closing price of Common Stock on the Nasdaq Stock Market on the first business day immediately preceding the Effective Time (as adjusted in good faith by the Corporation to account for the reverse stock split ratio). The Reverse Stock Split shall occur whether or not the certificates representing such shares of Common Stock are surrendered to the Corporation or its transfer agent. Each certificate or book entry position that immediately prior to the Effective Time represented shares of Common Stock shall thereafter represent the number of shares of Common Stock into which the shares of Common Stock represented by such certificate or book entry position has been combined, subject to the elimination of fractional interests set forth above.”
SECOND: That thereafter, the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a stockholders meeting at which all shares entitled to vote thereon were present and voted, approved of the proposed amendment at the Annual Meeting of Stockholders held on May 24, 2023 pursuant to Section 242 of the General Corporation Law of the State of Delaware.
THIRD: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, said corporation has caused this certificate to be signed on May 26, 2023.
| By: | /s/ Max Munn | |
| Name: Max Munn | ||
| Title: Chief Executive Officer | ||
Applied UV Announces Reverse Stock Split
MOUNT VERNON, N.Y--(BUSINESS WIRE)--Applied UV, Inc. (NasdaqCM: AUVI ) (“Applied UV” or the “Company”), a leading provider of patented, scientifically and clinically proven surface and air pathogen elimination and disinfection technologies (fixed, mobile, and HVAC), LED lighting products and premium hotel furnishings used by clients globally, announced today that it will effect a 1-for-5 reverse stock split (“Reverse Stock Split”) of its common stock, par value $0.0001 per share (“Common Stock”). Applied UV’s Common Stock will continue to trade on The Nasdaq Capital Market (“Nasdaq”) under the existing symbol “AUVI” and will begin trading on a split-adjusted basis when the market opens on May 31, 2023. The new CUSIP number for the Common Stock following the Reverse Stock Split will be 03828V402.
The Reverse Stock Split is primarily intended to bring the Company into compliance with the $1.00 minimum bid price requirement for maintaining its listing on Nasdaq. There is no guarantee the Company will meet the minimum bid price requirement.
At the Company’s Annual Meeting of Stockholders held on May 24, 2023, the Company’s stockholders approved a proposal to authorize a reverse stock split of the Company’s Common Stock at a ratio within the range of 1-for-2 to 1-for-5 with the authority delegated to Mr. Max Munn, the Company’s Founder and Chief Executive Officer, to determine the exact reverse split ratio and when to file the Certificate of Amendment with the Secretary of State of Delaware. The Company’s Chief Executive Officer approved a 1-for-5 reverse split ratio and on May 30, 2023, the Company filed a Certificate of Amendment to its Certificate of Incorporation to effect the Reverse Stock Split.
The 1-for-5 reverse stock split will automatically combine and convert five current shares of the Company’s Common Stock into one issued and outstanding new share of Common Stock. Proportional adjustments also will be made to outstanding equity awards, warrants and convertible notes, and to the number of shares issued and issuable under the Company’s stock incentive plans and certain existing agreements. The Reverse Stock Split will not change the par value of the Common Stock nor the authorized number of shares of Common Stock, preferred stock or any series of preferred stock.
No fractional shares will be issued in connection with the Reverse Stock Split. All fractional shares will be converted into a right to receive cash in lieu of such fractional share. The Reverse Stock Split will affect all stockholders uniformly and will not alter any stockholder’s percentage interest in the Company’s equity.
The Company’s transfer agent, Vstock Transfer, LLC, will serve as exchange and paying agent for the Reverse Stock Split. Registered stockholders holding pre-split shares of the Company’s Common Stock electronically in book-entry form are not required to take any action to receive post-split shares. Stockholders owning shares via a broker, bank, trust or other nominee will have their positions automatically adjusted to reflect the Reverse Stock Split, subject to such broker’s particular processes, and will not be required to take any action in connection with the Reverse Stock Split.
About Applied UV, Inc.
Applied UV, Inc. provides proprietary surface and air pathogen elimination and disinfection technology focused on Improving Indoor Air Quality (IAQ), specialty LED lighting and luxury mirrors and commercial furnishings all of which serves clients globally in both the commercial and retail segments.
Our products address the needs in the healthcare, hospitality, food preservation, cannabis, education, and winery vertical markets. The Company has established strategic manufacturing partnerships and alliances with such Companies as, Canon Virginia Inc, Canon Financial Services Inc., Acuity Brands Lighting, Johnson Controls International, USHIO, Siemens, W.W. Grainger, and maintains a global network of 89 dealers and distributors in 52 countries, offering a complete suite of products through its two wholly owned subsidiaries - SteriLumen, Inc. (“SteriLumen”) and Munn Works, LLC (“MunnWorks”). SteriLumen owns brands and markets a portfolio of clinically proven products utilizing advanced UVC Carbon, UVC LED’s, Far UV (222nm), Photo-catalytic oxidation (PCO) pathogen elimination and disinfection technology, branded Airocide™, Scientific Air™, Airoclean™ 420, Lumicide™, PUROHealth, and PURONet. SteriLumen’s proprietary platform suite of patented, surface and air pathogen elimination and disinfection technologies offers complete pathogen disinfection platform. Our product suite includes mobile, fixed and HVAC systems and software solutions interconnecting its entire portfolio suite into the IoT allowing customers to implement, manage and monitor IAQ measures recommended by the EPA across any enterprise. SteriLumen’s Lumicide™ platform applies the power of ultraviolet light (UVC) to destroy pathogens automatically, addressing the challenge of healthcare-acquired infections (HAIs) in several patented designs for infection control in healthcare.
LED Supply Co. is a full-service, wholesale distributor of LED lighting and controls used throughout facilities in North America.
MunnWorks manufactures and sells custom luxury and backlit mirrors, and conference room and living spaces furnishings.
Our global list of Fortune 100 end users including Kaiser Permanente, NY Health+Hospitals, MERCY Healthcare, Baptist Health South Florida, New York City Transit, Samsung, JB Hunt, Boston Red Sox’s Fenway Park, JetBlue Park, France’s Palace of Versailles, Whole Foods, Del Monte Foods, U.S. Department of Veterans Affairs, Marriott, Hilton, Four Seasons and Hyatt, and more. For information on Applied UV, Inc., and its subsidiaries, please visit https://www.applieduvinc.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 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. References and links to websites have been provided as a convenience, and the information contained on such websites is not incorporated by reference into this press release.
Brett
Maas, Managing Principal
Hayden IR
brett@haydenir.com
(646) 536-7331