AND EXCHANGE COMMISSION
to Section 13 or 15(d) of The Securities Exchange Act of
of Report (Date of earliest event reported) February 8,
name of registrant as specified in its charter)
or other jurisdiction of
N. Macquesten Parkway
of principal executive offices)
telephone number, including area code)
name or former address, if changed since last report)
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
registered pursuant to Section 12(b) of the Act:
of each class
of each exchange
on which registered
Stock, par value $0.0001 per share
Nasdaq Stock Market LLC
by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (§230.405 of
this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934
(§240.12b-2 of this chapter).
Emerging growth company ☒
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. ☐
1.01 Entry into a Material Definitive Agreement.
On February 8, 2021 Applied UV, Inc. (the “Company”),
entered into an asset purchase agreement (the “APA”) by and
among the Company, SteriLumen, Inc., a New York corporation and
wholly-owned subsidiary of the Company (the “Purchaser”), on
the one hand, and Akida Holdings LLC, a Florida limited liability
company (the “Seller”), and the Seller’s members, Simba
Partners, LLC, JJH Holdings, LLC and Fakhruddin Holdings FZC on the
other pursuant to which the Purchaser acquired substantially all of
the assets of the Seller and assumed certain of its current
liabilities and contract obligations, as set forth in the APA (the
“Acquisition”). In the Acquisition, the Purchaser acquired
all of the Seller’s assets and was assigned of its contacts related
to the manufacturer and sale of the Airocide™ system of air
purification technologies, originally developed by NASA with
assistance from the University of Wisconsin at Madison, that uses a
combination of UV-C and a proprietary, titanium dioxide-based
photocatalyst that has applications in the hospitality, hotel,
healthcare, nursing homes, grocer, wine, commercial buildings, and
retail sectors. On February 8, 2021 (the “Closing Date”) the
transactions contemplated by the APA were completed.
On the Closing Date, the Seller received, as consideration for the
Acquisition, the purchase price consisting of (i) $901,274.96 in
cash; and (ii) 1,375,000 shares of the Company’s common stock, par
value $0.0001 per share (the “Acquisition Shares”).
Pursuant to the APA, the Seller has given the Company an 18 month
right of first refusal to purchase any of the Acquisition Shares
proposed to be sold by it or any of its members in excess of 15,000
in any consecutive 5 trading days at a price equal to the average
of the closing prices of the Company’s common stock as stated by
Nasdaq during the three trading days immediately prior to the date
the right of first refusal notice is received by the Purchaser less
a discount of five percent (5%).
In connection with the Acquisition, the Purchaser has executed an
employment agreement with a key employee of the Seller and a
consulting agreement with a manager of the Seller.
foregoing summary of the APA and the Acquisition does not purport
to be complete and is subject to, and qualified in its entirety by,
the full text of the APA, which is filed as Exhibit 2.1 to this
Current Report on Form 8-K and is incorporated herein by
2.01 Completion of Acquisition or Disposition of
the extent required by Item 2.01, the disclosure set forth in Item
1.01 above regarding the acquisition of assets pursuant to the APA
is incorporated by reference into this Item 2.01.
3.02 Unregistered Sales of
the extent required by Item 3.02, the disclosure set forth in Item
1.01 above regarding the issuance of shares of the Company’s common
stock pursuant to the APA is incorporated by reference to this Item
7.01. Regulation FD Disclosure.
February 9, 2021, we issued a press release announcing the
acquisition and certain expected financial information regarding
the Seller. A Copy of this press releases is furnished
(not filed) as Exhibit 99.3.
9.01 Financial Statements and Exhibits.
Financial statements of businesses acquired.
Holdings LLC’s audited consolidated
financial statements for the years ended September 30, 2019 and
2020 are attached hereto as Exhibit 99.1
Pro forma financial information.
The pro forma financial
information required by this Item, with respect to the acquisition
described in Item 1.01 herein, will be filed as soon as
practicable, and in any event not later than 71 days after the date
on which this Current Report on Form 8-K was required to be filed
pursuant to Item 2.01.
Purchase Agreement, dated as of February 8, 2021, by and among
Applied UV, Inc., SteriLumen, Inc., Akida
Holdings LLC, and members of Akida Holdings,
Consolidated Financial Statements of Akida Holdings
LLC for the fiscal years ended September 30, 2019 and
||Press release announce the acquisition of the assets
of Akida Holdings, LLC
Certain schedules and exhibits to this agreement have been omitted
in accordance with Item 601(a)(5) of Regulation S-K. The Company
undertakes to furnish to the Securities and Exchange Commission a
copy of any omitted schedule and/or exhibit upon
to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
APPLIED UV, INC.
Date: February 11, 2021
By: /s/ Keyoumars Saeed
Title: Chief Executive Officer