Item 1.01. Entry into a Material Definitive Agreement.
On December 28, 2021, Applied UV, Inc. (the "Company") entered into an
underwriting agreement (the "Underwriting Agreement") with EF Hutton, division
of Benchmark Investments, LLC (the "Underwriter"), related to the offering of
2,666,667 shares (the "Shares") of the Company's common stock, par value $0.0001
per share, at a public offering price of $3.00 per share. In addition, the
Company granted the Underwriter a 45-day option to purchase up to an additional
400,000 Shares pursuant to its exercise of an overallotment under the terms of
the Underwriting Agreement.
The Shares were offered and sold by the Company pursuant to the Company's
registration statement on Form S-1 (File No. 333-261892) (the "Registration
Statement") and filed with the Securities and Exchange Commission (the
"Commission") and the final prospectus filed with the Commission pursuant to
Rule 424(b)(4) of the Securities Act of 1933, as amended (the "Securities Act").
The Registration Statement was declared effective by the Commission on December
28, 2021. The closing of the offering for the Shares took place on December 31,
2021. Aggregate gross proceeds from the closing will be approximately $8
million before deducting underwriting discounts and commissions and fees and
other estimated offering expenses. The Company intends to use the net proceeds
from the offering for general corporate purposes, including new investments and
acquisitions.
The Underwriting Agreement contains customary representations, warranties and
covenants by the Company, customary conditions to closing, indemnification
obligations of the Company and the Underwriters, including for liabilities under
the Securities Act, other obligations of the parties and termination
provisions. The representations, warranties and covenants contained in the
Underwriting Agreement were made only for purposes of such agreement and as of
specific dates, were solely for the benefit of the parties to such agreement,
and may be subject to limitations agreed upon by the contracting parties.
Certain of the Company's officers and directors have agreed, subject to certain
exceptions, not to offer, issue, sell, contract to sell, encumber, grant any
option for the sale of or otherwise dispose of any shares of our common stock or
other securities convertible into or exercisable or exchangeable for shares of
our common stock until June 26, 2022 without the prior written consent of the
Underwriter.
The Underwriting Agreement is filed as Exhibit 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 such
exhibit.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The Company has entered into an Employment Agreement (the "Employment
Agreement") dated January 1, 2022 with Michael Riccio, its current Chief
Financial Officer. The Employment Agreement has a two year term and
automatically renews for additional two year terms unless 90 days prior to the
prior to the end of the current term the Company or Mr. Riccio provides notice
to the other that the term will not be extended or the Employment Agreement is
sooner terminated by the Company with or without cause or by Mr. Riccio with
good reason or for no reason, in each case as set forth in the Employment
Agreement.
The Employment Agreement provides Mr. Riccio with a base salary of $300,000,
annual performance bonus of up to 100% of base salary based on periodic
assesments of Mr. Riccio's performance as well as the achievement of specific
individual and corporate objectives as determined by the CEO in consultaion with
Mr. Riccio; and equity awards of 50,000 shares of the Compnay's common stock and
a 10 year option to purchase 70,000 shares of the Company's common stock at an
exercise price of $2.70 per share. Each equity award vests quarterly over a
three year period commencing on January 1, 2022 with the first vesting to occur
on April 1, 2022. Mr Riccio is also entitled to in the participate the
Company-funded healthcare insurance plan and in all other benefits, perquisites,
vacation days, benefit plans or programs of the Company which are available
generally to office employees and other employees of the Company in accordance
with the terms of such plans, benefits or programs.
Item 8.01. Other Events.
On December 28, 2021, the Company issued a press release announcing that it had
priced the underwritten public offering described in Item 1.01 of this Current
Report. The Company's press release is filed as an Exhibit 99.1 to this Current
Report and is incorporated herein by reference.
On December 31, 2021, the Company issued a press release announcing that it had
closed its underwritten public offering of 2,666,667 common shares at $3.00 per
share and that the Underwriter's exercise in full of its overallotment option to
purchase 400,000 shares of the Company's common stock had closed. The Company
received aggregate gross proceeds from both closings of $8 million, before
deducting underwriting discounts and commissions and fees and other estimated
offering expenses. The Company's press release is filed as Exhibit 99.2 to this
Current Report and is incorporated herein by reference.
Item 9.01. Financial Statement and Exhibits.
(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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