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SUBSEQUENT EVENTS
9 Months Ended
Sep. 30, 2023
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS

NOTE 13 – SUBSEQUENT EVENTS

Pre-Funded Warrant Exercise

On October 4, 2023, the 270,000 pre-funded warrants sold to Underwriters, pursuant to the underwriting agreement entered into on June 16, 2023, were exercised at a price of $0.001 per share. On the date of exercise, the fair value of the stock price was at $0.31 per share and 270,000 common shares were issued.

Re-Domestication of the Company

On October 25, 2023 (the “Effective Time”), Applied UV, Inc. (the “Company”) completed its reincorporation from a Delaware corporation to a Nevada corporation (the “Reincorporation”) pursuant to that certain Agreement and Plan of Merger dated as of September 1, 2023 (“Plan of Merger”). As of the Effective Time, the Company is known as Applied UV, Inc., a Nevada corporation, and the rights of the Company’s stockholders began to be governed by the Nevada corporation laws, the Nevada Articles of Incorporation, the Nevada Bylaws, and the certificates of designation of preferred stock.

The Reincorporation was approved by the Company’s majority stockholder and a description of the changes in the rights of stockholders as a result of the change in the state of incorporation and the adoption of the Nevada Articles of Incorporation, Nevada Bylaws, the Series X Certificate of Designation, the Series A Certificate of Designation, the Series B Certificate of Designation, and Series C Certificate of Designation, can be found in the section of Company’s definitive information statement captioned “APPROVAL OF THE RE-DOMESTICATION FROM DELAWARE TO NEVADA” filed with the Securities and Exchange Commission on October 2, 2023.

Other than the change in the state of incorporation of the Company, the Reincorporation did not result in any change in the business, physical location, management, assets, liabilities, or net worth of the Company, nor did it result in any change in location of the Company’s employees, including the Company’s management.

The Reincorporation did not alter any stockholder’s percentage ownership interest or number of shares owned in the Company and the Company’s common stock and Series A Preferred Stock continue to be listed on The Nasdaq Capital Market. As of the Effective Time, the CUSIP number of the Company’s common stock is 037988102 and the CUSIP number of the Company’s Series A Preferred Stock is 037988201.

Closing of $6.4 Million Underwritten Public Offering

On November 14, 2023, the Company closed on an underwritten public offering with Aegis Capital Corp. with gross proceeds to the Company of approximately $6.4 million, before deducting underwriting discounts and other estimated expenses payable by the Company. The base offering consisted of 42,666,666 units or pre-funded units (the “Units”), each Unit consisting of one share of common stock (“Common Stock”) or one pre-funded warrant (“Pre-Funded Warrant”) to purchase one share of Common Stock, one-tenth (1/10) of a Series A warrant (“Series A Warrant”) to purchase one a share of Common Stock and one-tenth (1/10) of a Series B Warrant to purchase one a share of Common Stock (“Series B Warrant” and, together with the Series A Warrant, the “Warrants”), at an offering price of $0.15 per Unit. The purchase price of each Unit including a Pre-Funded Warrant is equal to the price per Unit including one share of Common Stock, minus $0.00001, and the remaining exercise price of each Pre-Funded Warrant is equal to $0.00001 per share. The Pre-Funded Warrants are immediately exercisable and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full. The Company intends to use the net proceeds to us from this offering for the repayment of notes, and for general corporate purposes, including working capital.

In addition, the Company has granted Aegis Capital Corp. a 45-day option to purchase additional shares of Common Stock and/or Pre-Funded Warrants, representing up to 15% of the number of Common Stock and/or Pre-Funded Warrants sold in the offering, and additional Warrants representing up to 15% of the Warrants sold in the offering, solely to cover over-allotments, if any.

As a result of this offering, an additional 3,733,339 shares of our common stock were issued on November 16, 2023.

Gross proceeds from the offering are approximately $6.4 million, and net proceeds are approximately $5.5 million after deducting underwriter discounts and commissions and other estimated offering expenses payable by the Company. $4.25 million of the net proceeds will be used to payoff in full both Streeterville Capital LLC notes having a book value of approximately $5.1 million. The remainder of the net proceeds of the offering of approximately $1.3 million will be used for working capital and general corporate purposes.