SEC File No. 333-252306
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1 TO
FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT
Applied Energetics, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 3812 | 77-0262908 | ||
(State
or other jurisdiction of incorporation or organization) |
(Primary
Standard Industrial Classification Code Number) |
(I.R.S.
Employer Identification Number) |
2480 W Ruthrauff Road, Suite 140Q
Tucson, AZ 85705
P
520. 628-7415
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)
Gregory J. Quarles
Chief Executive Officer
2480 W Ruthrauff Road, Suite 140Q
Tucson, AZ 85705
C 201 563-2263
(Name, address, and telephone of agent for service)
Copies to:
Mary P. O’Hara
Masur Griffitts Avidor LLP
65 Reade Street
New York, NY 1007
(212) 209-5483
(Approximate date of commencement of proposed sale to the public) As soon as practicable after the registration statement becomes effective.
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.
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.
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 7(a)(2)(B) of the Securities Act. ☐
Calculation of Registration Fee
Title of each class to be registered | Amount to be registered (1) | Proposed Maximum Offering price per share (2) | Proposed maximum offering price (2) | Amount of registration fee (3) | ||||||||||||
Common stock, $.001 par value | 26,888,174 | $ | .33 | $ | 8,873,097.42 | $ | 968.05 |
(1) | Pursuant to rule 416 under the Securities Act, the shares of common stock being registered hereunder include such indeterminable number of shares as may be issuable as a result of stock split, stock dividends, or similar transactions. |
(2) | The Proposed Maximum Offering Price per Share is estimated solely for the purpose of determining the registration fee as required by Rule 457(o) under the Securities Act. This is not any indication of the price at which shares may be sold hereunder which is expected to be determined at the market for sales by selling stockholders. |
(3) | Previously paid. |
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that the Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a) may determine.
EXPLANATORY NOTE
Applied Energetics, Inc. is filing this Amendment No.1 (the “Amendment”) to its Registration Statement on Form S-1, File No. 333- 252306 (the “Registration Statement”), as an exhibits only filing to file a corrected version of Exhibit 5.1. Accordingly, this Amendment consists only of the facing page of the Registration Statement, this explanatory note, the Exhibit Index contained in Item 16 of Part II of the Registration Statement, the signature page to the Registration Statement and the refiled Exhibit 5.1. The preliminary prospectus has not changed and has been omitted from this Amendment
Item 16. Exhibits and Financial Statement Schedules:
Exhibits:
1
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment No. 1 to the Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized on the 27th day of January, 2021.
APPLIED ENERGETICS, INC. | ||
By: | /s/ Gregory J. Quarles | |
Gregory J. Quarles | ||
Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to the Registration Statement on Form S-1 has been signed below by the following persons in the capacities and on the date indicated:
Name/Signature | Title | Date | ||
/s/ Gregory J. Quarles | Chief Executive Officer, President, Principal Financial Officer and Director | January 27, 2021 | ||
Gregory J. Quarles | ||||
/s/ Bradford T. Adamczyk | Chairman and Director | January 27, 2021 | ||
Bradford T. Adamczyk | ||||
/s/ Jonathan Barcklow | Vice President and Secretary and Director | January 27, 2021 | ||
Jonathan Barcklow | ||||
/s/ John Schultz | Director | January 27, 2021 | ||
John Schultz |
2
Exhibit 5.1
January 27, 2021
To the Board of Directors
Applied Energetics, Inc.
2480 W Ruthrauff Road, Suite 140Q
Tucson, AZ 85705
Re: | Applied Energetics, Inc. |
Registration Statement on Form S-1
Ladies and Gentlemen:
We are acting as counsel to Applied Energetics, Inc., a Delaware corporation (the “Company”), in connection with the filing with the Securities and Exchange Commission (the “Commission”), under the Securities Act of 1933, as amended (the “Securities Act”), of a Registration Statement on Form S-1 (as amended by Amendment No. 1 thereto, the “Registration Statement”), relating to the offer and sale by the selling stockholders identified in the Registration Statement (the “Selling Stockholders”), of up to 26,888,174 shares (the “Shares”) of common stock, par value $0.001 per share, of the Company (the “Common Stock”).
You have requested our opinion as to the matters set forth below in connection with the issuance of the Shares. For purposes of rendering this opinion, we are familiar with the Registration Statement, and we have examined the Company’s Certificate of Incorporation, as amended to date, the Company’s By-laws, as amended to date, and corporate actions of the Company that provided for the issuances of the Shares. We have also examined such other documents, certificates, instruments and corporate records, and such statutes, decisions and questions of law as we have deemed necessary or appropriate for the purpose of this opinion. We have examined and relied upon certificates of public officials and, as to certain matters of fact that are material to our opinion, we have also relied on statements of officers of the Company.
In such examination, we have assumed: (i) the authenticity of original documents and the genuineness of all signatures; (ii) the conformity to the originals of all documents submitted to us as copies; (iii) the truth, accuracy and completeness of the information, representations and warranties contained in the instruments, documents, certificates and records we have reviewed; and (iv) the legal capacity of all natural persons. As to any facts material to the opinions expressed herein that were not independently established or verified, we have relied upon oral or written statements and representations of officers and other representatives of the Company.
Based upon and subject to the foregoing, it is our opinion that the Shares are validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name under the heading “Experts” in the prospectus constituting a part thereof.
Very truly yours,
/s/ Masur Griffitts Avidor LLP
MASUR GRIFFITTS AVIDOR LLP