APPLIED UV, INC. : entry into a material definitive agreement, change of directors or senior management, other events, financial statements and exhibits (form 8-K)


Article 1.01. The conclusion of an important definitive agreement.

At December 28, 2021, Applied UV, Inc. (the “Company”) has entered into a bought deal agreement (the “Underwriting Agreement”) with EF Hutton, a division of Benchmark Investments, LLC (the “Underwriter”), linked to the offer of 2,666,667 shares (the “Shares”) of the ordinary shares of the Company, par value $ 0.0001
per share, at a public offering price of $ 3.00 per share. In addition, the Company has granted the underwriter a 45-day option to purchase up to 400,000 additional shares in connection with its exercise of an over-allotment under the underwriting agreement.

The Shares were offered and sold by the Company in accordance with the Company’s registration statement on Form S-1 (File No. 333-261892) (the “Registration Statement”) and filed with the Security and Trade Commission (the “Commission”) and the final prospectus filed with the Commission in accordance with Rule 424 (b) (4) of the Securities Act of 1933, as amended (the “Securities Act”). The registration declaration was declared effective by the Commission on December 28, 2021. The offer for the Shares closed on December 31, 2021. The total gross proceeds of the closing will be approximately $ 8 million before deduction of subscription discounts and commissions and fees and other estimated offering expenses. The Company intends to use the net proceeds of the offering for general corporate purposes, including new investments and acquisitions.

The underwriting agreement contains the usual representations, warranties and commitments of the company, customary closing conditions, indemnification obligations of the company and the underwriters, including for liabilities under securities law. , other obligations of the parties and termination provisions. The representations, warranties and undertakings contained in the subscription contract have been made solely for the purposes of this contract and on specific dates, were only for the benefit of the parties to such contract and may be subject to limitations agreed by the contracting parties.

Certain officers and directors of the Company have agreed, subject to certain exceptions, not to offer, issue, sell, contract to sell, encumber, grant an option to sell or otherwise dispose of common shares or other securities. convertible into or exercisable or exchangeable for shares of our ordinary shares until June 26, 2022 without the prior written consent of the Subscriber.

The Underwriting Agreement is filed as Schedule 1.1 to this Current Report on Form 8-K (this “Current Report”) and the description of the material terms of the Underwriting Agreement is qualified in its entirety by reference to this piece.

Article 5.02. Departure of directors or certain officers; Election of directors; Appointment of certain officers; Compensatory provisions of certain agents.

The Company has entered into an employment contract (the “Employment Contract”) dated January 1, 2022 with Michel riccio, its current CFO. The employment contract has a duration of two years and is automatically renewed for additional periods of two years, unless 90 days before the end of the current period, the Company or Mr. Riccio advises the other that the duration will not be extended or that the employment contract is terminated earlier by the company with or without cause or by Mr. Riccio with good cause or without cause, in each case as set out in the employment contract.

The employment contract provides Mr. Riccio with a base salary of $ 300,000, annual performance bonus of up to 100% of base salary on the basis of periodic evaluations of that of Mr. Riccio performance as well as the achievement of specific individual and corporate goals as determined by the CEO in consultation with Mr. Riccio; and stock awards of 50,000 common shares of the Company and a 10-year option to purchase 70,000 common shares of the Company at an exercise price of $ 2.70 per share. Each allocation of shares vests quarterly over a period of three years from January 1, 2022 the first acquisition taking place on April 1, 2022. Mr. Riccio is also entitled to participate in the Company funded health insurance plan and any other Company benefits, perks, vacation days, benefit plans or programs that are generally available to office workers and other employees of the Company in accordance with the terms of such plans, benefits or programs.

Item 8.01. Other Events.

At December 28, 2021, the Company issued a press release announcing that it had set the price for the subscribed public offering described in section 1.01 of this current report. The Company’s press release is filed as Attachment 99.1 to this current report and is incorporated herein by reference.

At December 31, 2021, the Company issued a press release announcing that it had closed its public tender offer of 2,666,667 ordinary shares to $ 3.00 per share and that the exercise by the Underwriter of his entire over-allotment option to purchase 400,000 common shares of the Company had been completed. The Company received total gross proceeds from the two closings of $ 8 million, before deduction of subscription discounts and commissions and fees and other estimated offering expenses. The Company’s press release is filed as Exhibit 99.2 of this current report and is incorporated herein by reference.

Article 9.01. Financial statements and supporting documents.

(d) Exhibits.

Exhibit No.   Description
1.1             Underwriting Agreement dated December 28, 2021.
10.1            Employment Agreement, dated January 1, 2022
99.1            Press Release dated December 21, 2021.
99.2            Press Release dated December 31, 2021.


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