UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K/A

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

APPLIED UV, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware				84-4373308
(State or Other Jurisdiction of Incorporation or Organization)				(I.R.S. Employer Identification No.)

 

150 N. Macquesten Parkway

Mount Vernon, NY 10550

(Address of registrant’s principal executive offices) 

 

Registrant’s telephone number: (914) 665-6100

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class		Trading Symbol		Name of each exchange on which registered
Common Stock, par value $0.0001		AUVI		The Nasdaq Stock Market LLC

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes: ☐  No: ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes: ☒  No: ☐

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes: ☒  No: ☐

Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes: ☒  No: ☐

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 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Act).

Yes: ☐  No: ☒

The aggregate market value of the voting and non-voting common stock held by non-affiliates of the registrant as of June 30, 2020: N/A.

At March 30, 2021, the registrant had 9,402,484 shares of common stock, par value $0.0001 per share, outstanding.

 

EXPLANATORY NOTE

 

This amendment is being filed to revise certain information regarding beneficial ownership contained in the table set forth under the heading “Security Ownership of Certain Beneficial Owners and Management” in Item 12 of the Form 10-K for the fiscal year ended December 31, 2020 and filed with SEC on March 30, 2021. Except as expressly set forth herein, no other portion of the Form 10-K is being amended and this amendment does not reflect any events occurring after the filing of the Form 10-K.

 

 PART III

 

ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

 

Security Ownership of Certain Beneficial Owners and Management

 

The table below sets forth information regarding the beneficial ownership of the common stock by (i) our directors and named executive officers; (ii) all the named executives and directors as a group and (iii) any other person or group that to our knowledge beneficially owns more than five percent of our outstanding shares of common stock. Except as indicated below, the address of each holder is c/o Applied UV, Inc., 150 N. Macquesten Parkway, Mount Vernon, NY 10550.

 

The information contained in this table is as of March 30, 2021. At that date, 9,402,484 shares of our common stock were outstanding.

 

 

A person is deemed to be a beneficial owner of shares if he has the power to vote or dispose of the shares. This power can be exclusive or shared, direct or indirect. In addition, a person is considered by SEC rules to beneficially own shares underlying options or warrants that are presently exercisable or that will become exercisable within sixty (60) days. Except as otherwise indicated, we believe that the persons named in this table have sole voting and investment power with respect to all shares of common stock held by them. To our knowledge, none of the shares listed below are held under a voting trust or similar agreement, except as noted. There is no arrangement, including any pledge by any person of securities of the Company, the operation of which may at a subsequent date result in a change in control of the Company.

 

Name of Beneficial Owner		Title		Title of Class		Number of Shares				Percent of Class
Officers and Directors
Keyoumars Saeed		Chief Executive Officer and Director		Common Stock			89,308	(1)			*
				Series A Preferred Stock			—				—
Max Munn		President		Common Stock			5,098,089	(2)			54.2	%
				Series A Preferred Stock			2,000	(3)			100	%
James L. Doyle III		Chief Operations Officer		Common Stock			38,275	(1)			*
				Series A Preferred Stock			—				—
Joseph N. Himy		Interim Chief Financial Officer		Common Stock			—				—
				Series A Preferred Stock			—				—
Joel Kanter		Chairman of the Board		Common Stock			35,375				*
				Series A Preferred Stock			—				—
Dr. Eugene A. Bauer, M.D.		Director		Common Stock			35,000	(4)			*
				Series A Preferred Stock			—				—
Dr. Alastair Clemow, Ph.D		Director		Common Stock			35,000	(4)			*
				Series A Preferred Stock			—				—
Dr. Dallas C. Hack, M.D.		Director		Common Stock			25,000	(5)			*
				Series A Preferred Stock			—				—
Eugene E. Burleson		Director		Common Stock			35,000	(4)			*
				Series A Preferred Stock			—				—
Officers and Directors as a Group (total of 9 persons)
				Common Stock			5,391,047				57.3	%
				Series A Preferred Stock			2,000				100	%
5% Stockholders
The Munn Family 2020 Irrevocable Trust				Common Stock			5,000,000				53.2	%
				Series A Preferred Stock			2,000				100	%
Fakhruddin Holdings FZC				Common Stock			785,714				8.4	%
				Series A Preferred Stock			--				--

 

*Less than 1%.

 

(1) Subject to quarterly vesting over an eighteen (18) month period with the first vesting having occurred on September 30, 2020.

 

(2) Includes (i) 5,000,000 shares which are held in the name of The Munn Family 2020 Irrevocable Trust, for which the spouse of Max Munn is the trustee; (ii) 80,000 shares underlying a warrant issued to Mr. Munn; (iii) 875 shares underlying an option granted to Mr. Munn as director compensation and (iv) 17,214 shares underlying an option granted to Mr. Munn pursuant to his employment agreement.

 

(3) Held in the name of The Munn Family 2020 Irrevocable Trust, for which the spouse of Max Munn is the trustee. Each share of Series A Preferred Stock is entitled to 1,000 votes (2,000,000 votes in aggregate) and votes with the Company’s common stock as a single class.

 

(4) 7,500 shares of which vest evenly on an annual basis over a three-year period, commencing on January 1, 2022; 12,500 shares of which vest on January 1, 2022 and the remainder of the shares are vested.

 

 (5) 7,500 shares of which vest evenly on an annual basis over a three-year period, commencing on January 1, 2022; 7,500 shares of which vest on January 1, 2022 and the remainder of the shares are vested.

 

 

 

PART IV

 

Item 15. Exhibits, Financial Statement Schedules.

 

EXHIBIT INDEX

 

Exhibit No.		Description
31.1		Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certification of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification by the Chief Executive Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2		Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

 

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) 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.

 

Date: April 26, 2021	APPLIED UV, INC.
	By:	/s/ Keyoumars Saeed
		Keyoumars Saeed
		Chief Executive Officer

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

Signature		Title		Date
/s/ Keyoumars Saeed		Chief Executive Officer and Director		April 26, 2021
Keyoumars Saeed		(principal executive officer)
*		President and Director		April 26, 2021
Max Munn
/s/ Michael Riccio		Chief Financial Officer		April 26, 2021
Michael Riccio		(principal financial and accounting officer)
*		Director		April 26, 2021
Joel Kanter
*		Director		April 26, 2021
Dr. Alastair Clemow
*		Director		April 26, 2021
Eugene Burleson
*		Director		April 26, 2021
Dr. Gene Bauer
*		Director		April 26, 2021
Dr. Dallas C. Hack

 

*By:	/s/ Keyoumars Saeed
	Keyoumars Saeed
	Attorney-in fact