UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
Amendment No. 1
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2022
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________ to ___________
Commission File Number: 001-39480
| APPLIED UV, INC. |
| (Exact name of registrant as specified in its charter) |
| Delaware | | 84-4373308 |
| (State or other jurisdiction of incorporation) | | (I.R.S. Employer Identification No.) |
150 N. Macquesten Parkway
Mount Vernon, NY 10550
(Address of principal executive offices)
(914) 665-6100
(Registrant’s telephone number, including area code)
Not applicable
(Former name, former address and former fiscal year, if changed since the last report)
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 |
| 10.5% Series A Cumulative Perpetual Preferred Stock, $0.0001 par value per share | AUVIP | The Nasdaq Stock Market LLC |
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, 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 12b-2 of the Exchange Act):
Yes ☐ No ☒
As of August 15, 2022, the Company has 12,817,189 shares outstanding.
EXPLANATORY NOTE
This Amendment No.1 to our Quarterly Report on Form 10-Q/A (the “10-Q/A”) amends the Quarterly Report on Form 10-Q for the quarter ended June 30, 2022, as originally filed with the Securities and Exchange Commission on August 15, 2022 (the “Original Form 10-Q”).
The purpose of the 10-Q/A is to revise and replace the section headed “Management, Discussion and Analysis--Contractual Obligations and Other Commitments” in Item 2 of Part I to the Original Form 10-Q. No additional changes, revisions, or updates have been made to the Original Form 10-Q in the 10-Q/A. The 10-Q/A speaks as of the filing date of the Original Form 10-Q and does not reflect events that may have occurred subsequent to the original filing date.
Contractual Obligations and Other Commitments
| | | Payment due by period |
| | | Total | | 2022 | | 2023-2025 | | 2026-2027 | | Thereafter |
| Financing lease obligations | | $ | 4,178 | | | $ | 4,178 | | | $ | — | | | $ | — | | | $ | — | |
| Operating lease obligations (1) | | | 2,931,723 | | | | 838,889 | | | | 1,917,934 | | | | 174,900 | | | | — | |
| Notes payable (2) | | | 157,500 | | | | 97,500 | | | | 60,000 | | | | — | | | | — | |
| Assumed lease liability (3) | | | 1,024,890 | | | | 186,348 | | | | 838,542 | | | | — | | | | — | |
| Total | | $ | 4,118,291 | | | $ | 1,126,915 | | | $ | 2,816,476 | | | $ | 174,900 | | | $ | — | |
| (1) | | The Company entered into a lease agreement in Mount Vernon, New York for a term that commenced on April 1, 2019 and expires on the 31st day of March 2024 at a monthly rate of $15,000. On July 1, 2021, the Company obtained additional lease space and rent expense was increased to $27,500 per month through July 1, 2024 and $29,150 per month from July 1, 2024 through July 1, 2026. On September 28, 2021, the Company entered into a lease agreement in Kennesaw, Georgia for office and production space for a term that commenced on September 29, 2021 and will expire on October 1, 2024, with monthly payments ranging from approximately $14,700 to $15,600 per month. On April 1, 2022, the Company entered into a lease agreement in Brooklyn, New York for office and production space that commenced on April 1, 2022 and will expire on June 1, 2023, with monthly payments ranging from approximately $94,500 to $97,400 per month. |
| (2) | | In March 2020, as part of the On-Deck Capital settlement, the Company issued a promissory note for the principal amount of $157,500 due within the next 5 years. The Company is required to pay $157,500 in five payments in the amount of $30,000 per year, with an additional $7,500 in year two. |
| (3) | | In connection with the VisionMark LLC acquisition, the Company is obligated to repay $31,057 of prior lease payments per month for the next 36 months commencing on April 1, 2022. |
ITEM 6. EXHIBITS
Index to Exhibits
SIGNATURES
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 thereunto duly authorized.
| | APPLIED UV, INC. |
| | (Registrant) |
| | | |
| Date: August 22, 2022 | By: | /s/ John Andrews |
| | | John Andrews |
| | | Chief Executive Officer |
| | | |
| Date: August 22, 2022 | By: | /s/ Michael Riccio |
| | | Michael Riccio |
| | | Chief Financial Officer |
