As filed with the Securities and Exchange Commission on December 27, 2021
Registration No. 333-261892
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1
to
FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Applied uv, inc.
(Exact name of registrant as specified in its charter)
Delaware | 3648 | 84-4373308 |
(State or Other Jurisdiction of Incorporation or Organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification No.) |
150 N. Macquesten Parkway
Mount Vernon, NY 10550
(914) 665-6100
(Address, including zip code, and telephone number, including area code,
of registrant’s principal executive offices)
Max Munn
President
Applied UV, Inc.
150 N. Macquesten Parkway
Mount Vernon, NY 10550
(914) 665-6100
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Ross D. Carmel, Esq. | |
Jeffrey P. Wofford, Esq. | Joseph M. Lucosky, Esq. |
Carmel, Milazzo & Feil LLP | Soyoung Lee, Esq. |
55 West 39th Street, 18th Floor | Lucosky Brookman LLP |
New York, New York 10018 | 101 Wood Avenue South, 5th Floor |
Telephone: (212) 658-0458 | Woodbridge, New Jersey 08830 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.
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. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) 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, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Securities Exchange Act of 1934.
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 to Section 7(a)(2)(B) of the Securities Act. ☐
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EXPLANATORY NOTE
This Amendment No. 1 to the Registration Statement on Form S-1 (File No. 333-261892) is filed solely to file Exhibit 1.1, Exhibit 5.1 and Exhibit 23.5 thereto. Accordingly, this Amendment No. 1 consists only of the facing page, this explanatory note, Item 16(a) of Part II of the Registration Statement, the signature page to the Registration Statement and Exhibits 1.1, 5.1 and 23.5. The remainder of the Registration Statement is unchanged and has therefore been omitted.
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Part II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits and Financial Statement Schedules.
(a) Exhibits: Reference is made to the Exhibit Index following the signature pages hereto, which Exhibit Index is hereby incorporated into this Item.
(b) Financial Statement Schedules: All schedules are omitted because the required information is inapplicable or the information is presented in the financial statements and the related notes.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Mount Vernon, State of New York on the 27th day of December, 2021.
APPLIED UV, INC. | ||
By: | /s/ Max Munn | |
Max Munn | ||
Interim Chief Executive Officer, President (Principal Executive Officer) |
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Name | Capacity in Which Signed | Date | ||
/s/ Max Munn | Interim Chief Executive Officer, President and Director | December 27, 2021 | ||
Max Munn | ||||
/s/ Michael Riccio | Chief Financial Officer (Principal Financial and Accounting officer) | December 27, 2021 | ||
Michael Riccio | ||||
/s/ Joel Kanter | Chairman of the Board | December 27, 2021 | ||
Joel Kanter | ||||
/s/ Eugene Bauer | Director | December 27, 2021 | ||
Dr. Eugen Bauer | ||||
/s/ Alastair Clemow | Director | December 27, 2021 | ||
Dr. Alastair Clemow | ||||
/s/ Dr. Dallas Hack | Director | December 27, 2021 | ||
Dr. Dallas Hack | ||||
/s/ Eugene Burleson | Director | December 27, 2021 | ||
Eugene Burleson |
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EXHIBIT INDEX
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