10-K/A 1 auvi123122form10ka.htm 10-K/A

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, 2021: $40,444,697.

At April 7, 2022, the registrant had 12,888,174 shares of common stock, par value $0.0001 per share, outstanding.

EXPLANATORY NOTE

This amendment is being filed to revise the aggregate market value of the voting and non-voting common stock held by non-affiliates of the registrant as of June 30, 2021 appearing on the cover page of the registrants Annual Report on Form 10-K for the period ended December 31, 2021. 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 IVItem 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: July 12, 2022	APPLIED UV, INC.

	By:	/s/ John F. Andrews
		John F. Andrews
		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/John F. Andrews	Chief Executive Officer and Director	July 12, 2022
John F. Andrews	(principal executive officer)

/s/Max Munn	President and Director	July 12, 2022
Max Munn

/s/Michael Riccio	Chief Financial Officer	July 12, 2022
Michael Riccio	(principal financial and accounting officer)

/s/Monica Woo	Director	July 12, 2022
Monica Woo

/s/Eugene Burleson	Director	July 12, 2022
Eugene Burleson

/s/Joseph Luhukay	Director	July 12, 2022
Joseph Luhukay

/s/Dr. Dallas C. Hack	Director	July 12, 2022
Dr. Dallas C. Hack

SEC Form 10-K/A filed by Applied UV Inc. (Amendment)