| 1. |
Name of Reporting Person.
Stephen W. McCahon |
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
|
| 3. |
SEC Use Only
|
| 4. |
Source of Funds (See Instructions):
OO (See Item 3) |
| 5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) or 2(e) ☐
|
| 6. |
Citizenship or Place of Organization:
United States |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
7. |
Sole Voting Power
14,677,861 |
| 8. |
Shared Voting Power
- |
| 9. |
Sole Dispositive Power
14,677,861 |
| 10. |
Shared Dispositive Power
- |
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person:
14,677,861 (See Item 5) |
| 12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) ☐
|
| 13. |
Percent of Class Represented by Amount in Row (11):
7.1%(1) |
| 14. |
Type of Reporting Person (See Instructions)
IN |
If the filing
person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ☐
Note: Schedules
filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for
other parties to whom copies are to be sent.
| * | The remainder of this cover page shall be
filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any
subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information
required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all
other provisions of the act (however, see the Notes).
| (1) | Based
on 207,562,471 outstanding shares of the Issuer’s common stock, as reported by the Issuer in its Quarterly Report for the three
months ended September 30, 2021. |
Item
1. Security and Issuer
This
statement relates to the Common Stock, par value $.001 per share ("Common Stock"), issued by Applied Energetics, Inc., a Delaware
corporation (the "Company"), whose principal executive offices are located at 9070 S. Rita Road, Suite 1500, Tucson, AZ 85747.
Item
2. Identity and Background
This
statement is filed by Stephen W. McCahon (the "Reporting Person"). The address of the Reporting Person is 9401 E. Placita
Lila, Tucson, AZ 85749. The Reporting Person is a United States citizen. The Reporting Person is one of the founders of the Company,
and his principal occupation is as its consultant. The Reporting Person has not, during the last five years (i) been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors), or (ii) been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect
to such laws.
Item 3.
Source and Amount of Funds or Other Consideration
20,000,000
shares of Common Stock initially reported in Item 5 as beneficially owned by the Reporting Person represents delivery of shares to the
Reporting Person pursuant to a Common Stock Subscription Agreement, dated March 16, 2016, in payment for the Reporting Person providing
services to the Company for the value of $20,000. Pursuant to the terms of a Consulting Agreement, effective as of May 24, 2019, and
attached as an exhibit to the Form 8-K filed with the Securities and Exchange Commission on May 31, 2019, the Company purchased 5,000,000
of such shares at a price of $0.06 per share, in alignment with concurrent private placements conducted by the Company. The repurchase
was completed on September 1, 2020. The Reporting Person has subsequently transferred a total of 6,000,000 of his shares to his adult
children.
Effective
as of May 24, 2019, the Company and the Reporting Person entered into an Asset Purchase Agreement, which was attached as an exhibit to
the Form 8-K filed with the Securities and Exchange Commission on May 31, 2019, with Applied Optical Sciences, Inc. (“AOS”),
an Arizona corporation which was majority owned by the Reporting Person. Pursuant to the Asset Purchase Agreement, the Reporting Person
received warrants to purchase up to 1,750,000 shares of the Company’s common stock at an exercise price of $0.06 per share, as
partial consideration for the sale of specified assets of AOS to the Company.
Item
4. Purpose of Transaction
The
shares reported in Item 3 herein were acquired by the Reporting Person for investment purposes and pursuant to the agreements described
in Item 3 and Item 5 hereof. The Reporting Person has no present plans or proposals which relate to or would result in any of matters
listed in (a) through (j) under this Item 4. The Reporting Person may make purchases of Common Stock from time to time and may dispose
of any or all of the shares of Common Stock beneficially owned by him (to the extent he has dispositive power over such shares) at any
time.
Item 5. Interest
in Securities of the Issuer
| (a) | The Reporting
Person beneficially owns 14,677,861shares of the Company’s common stock, which represent
7.1% of the 207,562,471 shares of the Company’s common stock issued and outstanding
as reported in its Quarterly Report on Form 10-Q for the three months ended September 30,
2021. 1,750,000 of such shares underlie common stock purchase warrants. |
| (b) | All such
shares are directly owned by the Reporting Person who has sole voting and dispositive power
over such shares. |
| (c) | The Reporting
Person has not effected any transaction in the Company’s securities in the last 60
days. |
| (d) | The
Reporting Person affirms that no person other than the Reporting Person has the right to receive, or the power to direct the receipt
of, dividends from, or the proceeds from the sale of, the Common Stock owned by the Reporting Person. |
Item 6. Contracts,
Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
There are
no contracts, arrangements, understandings or relationships with the Reporting Person or any other person with respect to the securities
of the Company, including but not limited to transfer or voting of any other securities, finders' fees, joint ventures, loan or option
arrangements, puts or calls, guaranties of profits, divisions of profits or loss or the giving or withholding of proxies.
Item
7. Material to be filed as Exhibits
None.
SIGNATURE
After reasonable
inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and
correct.
February
17, 2022
| By: |
/s/
Stephen W McCahon |
|
| |
Stephen
W McCahon |
|
5