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EX-99.1 - EXHIBIT 99.1 - Applied UV, Inc.ex99_1.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 8-K/A

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) February 8, 2021

 

APPLIED UV, INC.

(Exact name of registrant as specified in its charter)

 

Delaware   001-39480   84-4373308
(State or other jurisdiction of   (Commission   (IRS Employer
incorporation)   File Number)   Identification No.)

 

150 N. Macquesten Parkway

Mount Vernon, NY

  10550
(Address of principal executive offices)   (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:

 

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

 

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.

 

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Explanatory Note

 

On February 11, 2021, Applied UV, Inc. (“Applied UV”) filed a Current Report on Form 8-K (the “Initial Filing”) to report, among other things, that it had entered into an Asset Purchase Agreement dated February 8, 2021 among Applied UV, SteriLumen, Inc., a wholly owned subsidiary of Applied UV, Akida Holdings LLC (“Akida”) and the the members of Akida pursuant to which Applied UV acquired substantially all of the assets of Akida (the “Acquisition”). This Form 8-K/A amends (i) the Date of Report on the cover page of the Initial filing to February 8, 2021 and (ii) Item 9.01(b) of the Initial Filing to provide the pro forma financial information required by Item 9.01 of Form 8-K that was previously omitted from the Initial Filing as permitted by Item 9.01(b)(2). Unless otherwise expressly set forth herein, this Form 8-K/A does not amend any other item of the Initial Filing and all other information previously reported in or filed with the Initial Report is hereby incorporated by reference to this Form 8-K/A.

 

The pro forma financial information included in this Form 8-K/A has been presented for informational purposes only, as required by Form 8-K. It does not purport to represent the actual results of operations that Applied UV and Akida would have achieved had the companies been combined during the periods presented in the pro forma financial information and is not intended to project the future results of operations that the combined company may achieve after the Acquisition.

 

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Item 9.01 Financial Statements and Exhibits.

 

(b) Pro forma financial information.

 

The Unaudited Pro Forma Condensed Combined Balance Sheet of Applied UV, Inc. as of September 30, 2020, Unaudited Pro Forma Condensed Combined Statements of Operations of Applied UV, Inc. for the year ended December 31, 2019 and Unaudited Pro Forma Condensed Combined Statements of Operations for the Nine Months Ended September 30, 2020 are attached hereto as Exhibit 99.1 and incorporated herein by reference.

 

(d) Exhibits.

 

Exhibit Number Description
99.1

Unaudited Pro Forma Condensed Combined Balance Sheet of Applied UV, Inc. as of September 30, 2020, Unaudited Pro Forma Condensed Combined Statements of Operations of Applied UV, Inc. for the year ended December 31, 2019 and Unaudited Pro Forma Condensed Combined Statements of Operations for the Nine Months Ended September 30, 2020

 

 

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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 hereunto duly authorized.

 

 

  APPLIED UV, INC.
   
Date: April 20, 2021 By: /s/ Michael Riccio
  Name: Michael Riccio
  Title: Chief Financial Officer

 

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