Withdrawal of Registration Statement (rw)
September 15 2020 - 6:18AM
Edgar (US Regulatory)
APPLIED ENERGETICS, INC.
2480 W Ruthrauff Road, Suite 140 Q
Tucson, Arizona 85705
September
14, 2020
Securities
and Exchange Commission
Division
of Corporate Finance
100
F Street, N.E.
Washington,
D.C. 20549
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Re:
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Applied
Energetics, Inc.
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Registration
Statement on Form S-1 (Registration No. 333-237916)
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Ladies
and Gentlemen:
Pursuant
to Rule 477 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), Applied Energetics, Inc.
(the “Company”) hereby respectfully requests that the Securities and Exchange Commission (the “Commission”)
consent to the withdrawal, effective immediately, as of the date hereof (or at the earliest practicable date), of its Registration
Statement on Form S-1 (File No. 333-237916), together with all exhibits thereto,
originally filed on April 30, 2020 ( the “Registration Statement”).
The
Company is seeking withdrawal of the Registration Statement due to adverse market
conditions and the Company’s decision not to proceed with the public offering of its securities. The Company
believes the withdrawal to be consistent with the public interest and the protection
of investors, as contemplated by Rule 477(a). The Registration Statement has been declared effective, but
the Company hereby confirms that no securities have been sold pursuant to the Registration Statement.
The
Company requests that, in accordance with Rule 457(p) under the Securities Act, all fees paid to the Commission in connection
with the filing of the Registration Statement be credited to its account for future use.
We
request that the Commission issue an order granting withdrawal of the Registration Statement (the “Order”) and
send the Order to Gregory J. Quarles, Chief Executive Officer at the above-mentioned address and via e-mail at gquarles@aergs.com,
with a copy to Mary P. O’Hara, Esq., via e-mail at mohara@masur.com. It is our understanding that this application for withdrawal
of the Registration Statement will be deemed granted as of the date that it is filed with the Commission unless, within fifteen
days after such date, the Company receives notice from the Commission that this application will not be granted. The Company may
undertake a subsequent private offering in reliance on Rule 155(c) following grant of the Order.
If
you have any questions with respect to this matter, please contact Mary P. O’Hara, Esq. at 917-945-7473.
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Sincerely,
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APPLIED
ENERGETICS, INC.
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By:
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/s/
Gregory J. Quarles
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Gregory
J. Quarles
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Chief Executive
Officer
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