As
filed with the Securities and Exchange Commission on October 4, 2021
Registration
No. 333 -
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-3
REGISTRATION
STATEMENT UNDER
THE
SECURITIES ACT OF 1933
Applied
Energetics, Inc.
(Exact
name of registrant as specified in its charter)
Delaware
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77-0262908
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(State
or other jurisdiction of
incorporation
or organization)
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(I.R.S.
Employer
Identification
Number)
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9070
S. Rita Road, Suite 1500
Tucson,
AZ 85747P 520. 628-7415
(Address, including zip code, and telephone number,
including
area code, of registrant’s principal executive offices)
Gregory
J. Quarles
President
and Chief Executive Officer
9070
S. Rita Road, Suite 1500
Tucson,
AZ 85747
P
(520) 628-7415
(Name,
address, and telephone of agent for service)
Copies
to:
Mary
P. O’Hara, Esq.
Masur
Griffitts Avidor LLP
180 Varick Street, Suite 1214,
New
York, NY 10014
(212)
209-5483
Approximate
date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.
If
the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check
the following box. ☐
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following
box. ☒
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering. ☐
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If
this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective
upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If
this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional
securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
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 ☐
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Accelerated
filer ☐
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Non-accelerated
filer ☐
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Smaller
reporting company ☒
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Emerging
growth company ☐
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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. ☐
CALCULATION
OF REGISTRATION FEE
Title of each class of securities to be registered
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Proposed Maximum Offering Price per Unit
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Proposed Maximum Aggregate Offering Price
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Amount of Registration Fee (1)
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Common Stock, par value $0.001 per share
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(2)
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(3)
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—
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(3)
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Preferred Stock, par value $0.01 per share
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(2)
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(3)
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—
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(3)
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Warrants
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(2)
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(3)
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—
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(3)
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Subscription Rights
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Debt Securities
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(2)
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(3)
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—
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(3)
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Units
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(2)
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(3)
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—
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(3)
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Total
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(2)
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$
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100,000,000
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$
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9,270.00
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(1)
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Calculated
pursuant to Rule 457(o) under the Securities Act of 1933, as amended, or the Securities Act. Pursuant to Rule 415(a)(6) under the Securities
Act, the total amount of the filing fee payable in connection with this Registration Statement is $10,910.
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(2)
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There
are being registered hereunder such indeterminate number of shares of common stock and preferred stock, such indeterminate principal
amount of debt securities, such indeterminate number of rights to purchase common stock or preferred stock, such indeterminate number
of rights or warrants to purchase common stock, preferred stock or debt securities and such indeterminate number of units consisting
of any combination of the securities registered hereunder as shall have an aggregate initial offering price not to exceed $100,000,000.
If any debt securities are issued at an original issue discount, then the principal amount of such debt securities shall be in such greater
amount as shall result in an aggregate initial offering price not to exceed $100,000,000, less the aggregate dollar amount of all securities
previously issued hereunder. The securities registered also include such indeterminate number of shares of common stock and preferred
stock and amount of debt securities as may be issued upon conversion of or exchange for preferred stock or debt securities that provide
for conversion or exchange, upon exercise of warrants or pursuant to the anti-dilution provisions of any such securities. In addition,
pursuant to Rule 416 under the Securities Act, the shares being registered hereunder include such indeterminate number of shares of common
stock and preferred stock as may be issuable with respect to the shares being registered hereunder as a result of stock splits, stock
dividends or similar transactions.
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(3)
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The
proposed maximum aggregate offering price per class of security will be determined from time to time by the registrant in connection
with the issuance by the registrant of the securities registered hereunder and is not specified as to each class of security pursuant
to General Instruction II.D. of Form S-3 under the Securities Act.
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The
registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the
registrant shall file a further amendment that specifically states that this registration statement shall thereafter become effective
in accordance with Section 8(a) of the Securities Act or until the registration statement shall become effective on such date as the
Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
The
information in this prospectus is not complete and may be changed. We may not sell these securities or accept an offer to buy these securities
until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell
these securities, and it is not soliciting offers to buy these securities in any state where such offer or sale is not permitted.
SUBJECT
TO COMPLETION, DATED OCTOBER 4, 2021
PRELIMINARY PROSPECTUS
APPLIED
ENERGETICS, INC.
$100,000,000
Common
Stock
Preferred
Stock
Warrants
Subscription
Rights
Debt
Securities
Units
We
may offer and sell these securities separately or together, in one or more series or classes and in amounts, at prices and on terms described
in one or more offerings. We may offer securities through underwriting syndicates managed or co-managed by one or more underwriters or
dealers, through agents or directly to purchasers. The prospectus supplement for each offering of securities will describe in detail
the plan of distribution for that offering. For general information about the distribution of securities offered, please see “Plan
of Distribution” in this prospectus.
This
prospectus provides a general description of the securities we may offer. Each time we offer securities, we will provide specific terms
of the securities offered in a supplement to this prospectus. The prospectus supplement may also add, update or change information contained
in this prospectus. You should carefully read this prospectus and the applicable prospectus supplement, as well as any documents incorporated
by reference, before you invest in any of the securities being offered. This prospectus may not be used to consummate a sale of any
securities unless accompanied by a prospectus supplement.
Our common stock is quoted
on the OTCQB under the ticker symbol “AERG.” On September 27, 2021, the closing price of our common stock was $1.65 per share.
If we decide to seek a listing of any preferred stock, warrants, subscriptions rights, debt securities or units offered by
this prospectus, the related prospectus supplement will disclose the exchange or market on which the securities will be listed, if any,
or where we have made an application for listing, if any.
Investing
in our securities involves a high degree of risk. You should review carefully the risks and uncertainties referred to under the
heading “Risk Factors” contained in the applicable prospectus supplement and any related free writing prospectus, and
under similar headings in the documents that are incorporated by reference into this prospectus as described on page 11 of this
prospectus.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined
if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The
date of this prospectus is [ ], 2021.
TABLE
OF CONTENTS
ABOUT
THIS PROSPECTUS
This
prospectus is part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission, or SEC, utilizing
a “shelf” registration process. Under this shelf registration process, we may offer and sell, either individually or in combination,
in one or more offerings, any of the securities described in this prospectus, for total gross proceeds of up to $100,000,000. This prospectus
provides you with a general description of the securities we may offer. Each time we offer securities under this prospectus, we will
provide a prospectus supplement to this prospectus that will contain more specific information about the terms of that offering. We may
also authorize one or more free writing prospectuses to be provided to you that may contain material information relating to these offerings.
The prospectus supplement and any related free writing prospectus that we may authorize to be provided to you may also add, update or
change any of the information contained in this prospectus or in the documents that we have incorporated by reference into this prospectus.
We
urge you to read carefully this prospectus, any applicable prospectus supplement and any free writing prospectuses we have authorized
for use in connection with a specific offering, together with the information incorporated herein by reference as described under the
heading “Incorporation of Documents by Reference,” before investing in any of the securities being offered. You should rely
only on the information contained in, or incorporated by reference into, this prospectus and any applicable prospectus supplement, along
with the information contained in any free writing prospectuses we have authorized for use in connection with a specific offering. We
have not authorized anyone to provide you with different or additional information. This prospectus is an offer to sell only the securities
offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so.
The
information appearing in this prospectus, any applicable prospectus supplement or any related free writing prospectus is accurate only
as of the date on the front of the document and any information we have incorporated by reference is accurate only as of the date of
the document incorporated by reference, regardless of the time of delivery of this prospectus, any applicable prospectus supplement or
any related free writing prospectus, or any sale of a security.
This
prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the
actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some
of the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration
statement of which this prospectus is a part, and you may obtain copies of those documents as described below under the section entitled
“Where You Can Find Additional Information.” Unless otherwise indicated or the context otherwise requires, all references
in this prospectus to “we,” “us,” the “Company” and “AERG” mean Applied Energetics, Inc.
This
prospectus contains, or incorporates by reference, trademarks, tradenames, service marks and service names of Applied Energetics, Inc.
CAUTIONARY
NOTE ON FORWARD-LOOKING STATEMENTS
This
prospectus contains certain statements relating to our future results that are considered “forward-looking statements” within
the meaning of the Private Securities Litigation Reform Act of 1995. Some of these statements can be identified by use of forward-looking
words such as “believes,” “expects,” “anticipates,” “may,” “should,” “seeks,”
“approximately,” “intends,” “plans” or “estimates,” or the negative of these words, or
other comparable terminology. The discussion of financial trends, strategy, plans or intentions may also include forward-looking statements.
Actual results may differ materially from those expressed or implied as a result of certain risks and uncertainties, including, but not
limited to, changes in political and economic conditions; interest rate fluctuation; competitive pricing pressures within our market;
equity and fixed income market fluctuation; technological change; changes in law; changes in fiscal, monetary regulatory and tax policies
as well as other risks and uncertainties detailed elsewhere in this prospectus or from time-to-time in our filings with the Securities
and Exchange Commission. Such forward-looking statements speak only as of the date on which such statements are made, and we undertake
no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made
or to reflect the occurrence of unanticipated events.
You
should not consider the above list to be a complete statement of all risks and uncertainties. You are cautioned not to place undue reliance
on any such forward-looking statements, which speak only as of the date such statements were first made. Except to the extent required
by federal securities laws, we undertake no obligation to publicly release the result of any revisions to these forward-looking statements
to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.
RISK
FACTORS
Investing
in our securities involves a high degree of risk. Before making a decision to invest in our securities, in addition to the other information
contained in this prospectus, any accompanying prospectus supplement or any related free writing prospectus, or incorporated by reference
herein or therein, you should carefully consider the risks discussed under “Risk Factors” in our most recent Annual Report
on Form 10-K, in any prospectus supplement related hereto, and in other information contained in our publicly available SEC filings and
press releases. See “Where You Can Find Additional Information.”
USE
OF PROCEEDS
Unless otherwise indicated
in a prospectus supplement, we intend to use the net proceeds from this offering for working capital and general corporate purposes. In
addition, we may use the proceeds of this offering for the following: (i) to invest in or acquire companies that have synergistic or complimentary
technologies, or developing related technologies; (ii) for research and development. or (iii) to build and strengthen our intellectual
property portfolio. The amounts and timing of these expenditures will depend on numerous factors, including the development of our current
business initiatives.
Unless
the context indicates otherwise, as used in this prospectus, the terms “AERG,” “the Company,” “we,”
“us” and “our” refer to Applied Energetics, Inc.
APPLIED
ENERGETICS, INC.
Applied
Energetics, Inc. is a corporation organized and existing under the laws of the State of Delaware. Our executive office is located at
9070 S. Rita Road, Suite 1500, Tucson, Arizona 85747 and our telephone number is (520) 628-7415.
Applied
Energetics specializes in the development and manufacture of advanced high-performance lasers, high voltage electronics, advanced
optical systems, and integrated guided energy systems for defense, aerospace, industrial, and scientific customers worldwide. AERG
has developed, successfully demonstrated and holds all crucial intellectual property rights to a dynamic Directed Energy technology
called Laser Guided Energy (“LGE®”) and Laser Induced Plasma Channel (“LIPC®”). LGE and LIPC are
technologies that can be used in a new generation of high-tech weapons. The Department of Defense (DOD) previously recognized two
key types of Directed Energy Weapon (“DEW”) technologies, High Energy Lasers (“HEL”), and High-Power
Microwave (“HPM”). Neither the HEL nor the HPM intellectual property portfolio is owned by a single entity. The DOD then
designated a third DEW technology, LGE. Applied Energetics’ LGE and LIPC technologies are wholly owned by Applied Energetics
and patent protected with 26 current patents and an additional 11 Government Sensitive Patent Applications (“GSPA”).
These GSPA’s are held under secrecy orders of the US government and allow the company greatly extended protection
rights.
Applied
Energetics technology is vastly different from conventional directed energy weapons, i.e. HEL, and HPM. LGE uses Ultra-Short Pulse (USP)
laser technology to combine the speed and precision of lasers with the overwhelming impact on targeted threats with high-voltage electricity.
This unique directed energy solution allows extremely high peak power and energy, with target and effects tenability, and is effective
against a wide variety of potential targets. A key element of LGE is its novel ability to offer selectable and tunable properties that
can help protect non-combatants and combat zone infrastructure.
As
Applied Energetics looks toward the future, our corporate strategic roadmap builds upon the significant value of the company’s
USP capabilities and key intellectual property, including LGE and LIPC, to offer our prospective partners, co-developers and system integrators
a variety of next-generation Ultra Short-Pulse and frequency-agile optical sources from the ultraviolet to the far infrared portion of
the electromagnetic spectrum to address numerous challenges within the military, medical device, and advanced manufacturing market sectors.
DESCRIPTION
OF CAPITAL STOCK AND SECURITIES WE MAY OFFER
We
may offer shares of our common stock and preferred stock, various series of debt securities, rights to purchase our common stock or preferred
stock, warrants to purchase any of such securities and units consisting of any combination of such securities, up to a total aggregate
offering price of $100,000,000. These securities may be offered by us from time to time in one or more offerings under this prospectus,
together with any applicable prospectus supplement and any related free writing prospectus, at prices and on terms to be determined by
market conditions at the time of the relevant offering. This prospectus provides you with a general description of the securities we
may offer.
Each
time we offer a type or series of securities under this prospectus, we will provide a prospectus supplement that will describe the specific
amounts, prices and other important terms of the securities, including, to the extent applicable:
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designation
or classification;
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aggregate
principal amount or aggregate offering price;
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original
issue discount, if any;
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rates
and times of payment of interest or dividends, if any;
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redemption,
conversion, exchange or sinking fund terms, if any;
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conversion
or exchange prices or rates, if any, and, if applicable, any provisions for changes to or adjustments in the conversion or exchange prices
or rates and in the securities or other property receivable upon conversion or exchange;
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restrictive
covenants, if any;
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voting
or other rights, if any; and
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important
U.S. federal income tax considerations, if applicable.
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The
prospectus supplement and any related free writing prospectus that we may authorize to be provided to you may also add, update or change
information contained in this prospectus or in documents we have incorporated by reference. However, no prospectus supplement or free
writing prospectus will offer a security that is not registered and described in this prospectus at the time of the effectiveness of
the registration statement of which this prospectus is a part.
This
prospectus may not be used to consummate a sale of securities unless it is accompanied by a prospectus supplement.
We
may sell the securities directly to investors or through underwriters, dealers or agents. We, and our underwriters or agents, reserve
the right to accept or reject all or part of any proposed purchase of securities. If we do offer securities through underwriters or agents,
we will include in the applicable prospectus supplement:
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the names of those underwriters or agents;
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applicable fees, discounts, and commissions to be paid to them;
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details regarding over-allotment options, if any; and
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the estimated net proceeds to us.
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Common
Stock
We may issue shares of our common stock from time to time. We are authorized
to issue up to 500,000,000 shares of common stock, $0.001 par value per share.
The
holders of our common stock are entitled to one vote for each share held of record on all matters submitted to a vote of stockholders
and do not have cumulative voting rights. Subject to preferences that may be applicable to any outstanding shares of preferred stock,
the holders of our common stock are entitled to receive ratably such dividends as may be declared by our board of directors out of legally
available funds. Upon our liquidation, dissolution or winding up, holders of our common stock are entitled to share ratably in all assets
remaining after payment of liabilities and the liquidation preferences of any then outstanding shares of preferred stock. Our common
stock does not carry any preemptive rights enabling a holder to subscribe for, or receive shares of, any class of our common stock or
any other securities convertible into shares of any class of our common stock, or any redemption rights.
Preferred
Stock
We
may issue shares of our preferred stock from time to time, in one or more series, under this Prospectus.
Under
our certificate of incorporation, our board of directors has the authority, without further action by the stockholders (unless such stockholder
action is required by applicable law or the rules of any stock exchange or market on which our securities are then traded), to designate
up to 2,000,000 shares of preferred stock in one or more series and to determine the designations, voting powers, preferences and rights
of each series of the preferred stock, as well as the qualifications, limitations or restrictions thereof, including dividend rights,
conversion rights, preemptive rights, terms of redemption or repurchase, liquidation preferences, sinking fund terms and the number of
shares constituting any series or the designation of any series, any or all of which may be greater than the rights of the common stock.
Any convertible preferred stock we may issue will be convertible into our common stock or exchangeable for our other securities. Conversion
may be mandatory or at the holder’s option and would be at prescribed conversion rates.
If
we sell any series of preferred stock under this prospectus, we will fix the designations, voting powers, preferences, and rights of
such series of preferred stock, as well as the qualifications, limitations, or restrictions thereof, in the certificate of designation
relating to that series. We will file as an exhibit to the registration statement of which this prospectus is a part or will incorporate
by reference from reports that we file with the SEC, the form of any certificate of designation that describes the terms of the series
of preferred stock that we are offering before the issuance of the related series of preferred stock. We urge you to read the applicable
prospectus supplement (and any free writing prospectus that we may authorize to be provided to you) related to the series of preferred
stock being offered, as well as the complete certificate of designation that contains the terms of the applicable series of preferred
stock.
As
of December 31, 2020 and July 8, 2021, there were 13,602 shares of Series A Redeemable Convertible Preferred Stock (the “Series
A Preferred Stock”) outstanding. The company has not paid the dividends commencing with the quarterly dividend due August 1, 2013.
Dividend arrearages as of December 31, 2020 and July 8, 2021 were approximately $261,000 and $278,000, respectively. Our Board of Directors
suspended the declaration of the dividend, commencing with the dividend payable as of February 1, 2015 since we did not have a surplus
(as such term is defined in the Delaware general corporation Law) as of December 31, 2014, until such time as we have a surplus or net
profits for a fiscal year.
Our
currently outstanding Series A Preferred Stock has a liquidation preference of $25.00 per Share. The Series A Preferred Stock bears dividends
at the rate of 6.5% of the liquidation preference per share per annum, which accrues from the date of issuance, and is payable quarterly.
Dividends may be paid in: (i) cash, (ii) shares of our common stock (valued for such purpose at 95% of the weighted average of the last
sales prices of our common stock for each of the trading days in the ten trading day period ending on the third trading day prior to
the applicable dividend payment date), provided that the issuance and/or resale of all such shares of our common stock are then covered
by an effective registration statement and the company’s common stock is listed on a U.S. national securities exchange or the Nasdaq
Stock Market at the time of issuance or (iii) any combination of the foregoing. If the company fails to make a dividend payment within
five business days following a dividend payment date, the dividend rate shall immediately and automatically increase by 1% from 6.5%
of the liquidation preference per offered share of Series A preferred stock to 7.5% of such liquidation preference. If a payment default
shall occur on two consecutive dividend payment dates, the dividend rate shall immediately and automatically increase to 10% of the liquidation
preference for as long as such payment default continues and shall immediately and automatically return to the Initial dividend rate
at such time as the payment default is no longer continuing.
Debt
Securities
We
may issue debt securities from time to time, in one or more series.
As used in this prospectus,
the term “debt securities” means the debentures, notes, bonds and other evidences of indebtedness that we may issue from time
to time. The debt securities will either be senior debt securities, senior subordinated debt or subordinated debt securities. We may also
issue convertible debt securities. Debt securities may be issued under an indenture, which is a contract entered into between us and a
trustee to be named therein.
The debt securities may be
fully and unconditionally guaranteed on a secured or unsecured senior or subordinated basis by one or more guarantors, if any. The obligations
of any guarantor under its guarantee will be limited as necessary to prevent that guarantee from constituting a fraudulent conveyance
under applicable law. In the event that any series of debt securities will be subordinated to other indebtedness that we have outstanding
or may incur, the terms of the subordination will be set forth in the prospectus supplement relating to the subordinated debt securities.
We may issue debt securities
from time to time in one or more series, in each case with the same or various maturities, at par or at a discount. Unless indicated in
a prospectus supplement, we may issue additional debt securities of a particular series without the consent of the holders of the debt
securities of such series outstanding at the time of the issuance. Any such additional debt securities, together with all other outstanding
debt securities of that series, will constitute a single series of debt securities under the applicable Indenture and will be equal in
ranking.
The
senior debt securities will rank equally with any other unsecured and unsubordinated debt. The subordinated debt securities will be subordinate
and junior in right of payment, to the extent and in the manner described in the instrument governing the debt, to all of our senior
indebtedness. Convertible debt securities will be convertible into or exchangeable for our common stock or preferred stock. Conversion
may be mandatory or at the holder’s option and would be at prescribed conversion rates.
The debt securities may be
issued under an indenture, which is a contract between us and a national banking association or other eligible party, as trustee. In this
prospectus, we have summarized certain general features of the debt securities. We urge you, however, to read the applicable prospectus
supplement (and any free writing prospectus that we may authorize to be provided to you) related to the series of debt securities if and
when they are offered, as well as the complete indentures that contain the terms of the debt securities.
Any applicable form of base
indenture will be filed as an exhibit with an amendment to the registration statement of which this prospectus forms a part. If we offer
debt securities, any applicable supplemental indentures and forms of debt securities containing the actual terms of the debt securities
being offered will be filed as exhibits to the registration statement of which this prospectus is a part or incorporated by reference
from reports we file with the SEC.
Rights
We
may issue rights for the purchase of common stock, preferred stock or debt securities in one or more series.
In
this prospectus, we have summarized certain general features of the rights. We urge you, however, to read the applicable prospectus supplement
(and any free writing prospectus that we may authorize to be provided to you) related to the particular series of rights being offered,
as well as the complete rights agreements, any supplemental rights agreements and rights certificates that contain the terms of the rights.
We
will evidence each series of rights by rights certificates that we will issue. Rights may be issued under an applicable rights agreement
that we enter into with a rights agent. We will indicate the name and address of the rights agent, if applicable, in the prospectus supplement
relating to the particular series of rights being offered.
If
we offer rights, forms of the applicable rights agreements, any supplemental rights agreements and forms of the applicable rights certificates
containing the terms of the rights being offered will be filed or incorporated by reference from reports we file with the SEC, as exhibits
to the registration statement of which this prospectus is a part.
Each right would entitle the
holder of the rights to purchase the principal amount of securities at the exercise price set forth in the applicable prospectus supplement.
Rights may be exercised at any time up to the close of business on the expiration date for the rights provided in the applicable prospectus
supplement. After the close of business on the expiration date, all unexercised rights will become void.
Holders may exercise rights as described in the applicable prospectus
supplement. Upon receipt of payment and the rights certificate properly completed and duly executed at the corporate trust office of the
rights agent, if any, or any other office indicated in the prospectus supplement, we will, as soon as practicable, forward the securities
purchasable upon exercise of the rights. If less than all of the rights issued in any rights offering are exercised, we may offer any
unsubscribed securities directly to persons other than stockholders, to or through agents, underwriters or dealers or through a combination
of such methods, including pursuant to standby underwriting arrangements, as described in the applicable prospectus supplement.
Warrants
We may issue warrants for
the purchase of common stock, preferred stock or debt securities in one or more series.
In this prospectus, we have
summarized certain general features of the warrants. We urge you, however, to read the applicable prospectus supplement (and any free
writing prospectus that we may authorize to be provided to you) related to the particular series of warrants being offered, as well as
the complete warrant agreements, any supplemental warrant agreements and warrant certificates that contain the terms of the warrants.
Each warrant will entitle
the holder of warrants to purchase the amount of securities or other rights, at the exercise price stated or determinable in the prospectus
supplement for the warrants. Warrants may be exercised at any time up to the close of business on the expiration date shown in the applicable
prospectus supplement, unless otherwise specified in such prospectus supplement. After the close of business on the expiration date, if
applicable, unexercised warrants will become void. Warrants may be exercised in the manner described in the applicable prospectus supplement.
When the warrant holder makes the payment and properly completes and signs the warrant certificate at the corporate trust office of the
warrant agent, if any, or any other office indicated in the prospectus supplement, we will, as soon as possible, forward the securities
or other rights that the warrant holder has purchased. If the warrant holder exercises less than all of the warrants represented by the
warrant certificate, we will issue a new warrant certificate for the remaining warrants.
We will evidence each series
of warrants by warrant certificates that we will issue. Warrants may be issued under an applicable warrant agreement that we enter into
with a warrant agent. We will indicate the name and address of the warrant agent, if applicable, in the prospectus supplement relating
to the particular series of warrants being offered. Warrants may be issued independently or together with any other securities that may
be sold by us pursuant to this prospectus or any combination of the foregoing and may be attached to, or separate from, such securities.
To the extent warrants that we issue are to be publicly-traded, each series of such warrants will be issued under a separate warrant agreement
to be entered into between us and a warrant agent.
If we offer warrants, forms
of the applicable warrant agreements, any supplemental warrants agreements and forms of the applicable warrant certificates containing
the terms of the warrants being offered will be filed or incorporated by reference from reports we file with the SEC, as exhibits to the
registration statement of which this prospectus is a part.
Units
We may issue units for the
purchase of common stock, preferred stock, debt securities, rights or warrants, or any combination of such securities, in or more series.
In this prospectus, we have
summarized certain general features of the units. We urge you, however, to read the applicable prospectus supplement (and any free writing
prospectus that we may authorize to be provided to you) related to the particular series of units being offered, as well as the complete
unit agreements, any supplemental unit agreements and unit certificates that contain the terms of the units.
We will evidence each series
of units by unit certificates that we will issue.
If we offer units, forms of
the applicable unit agreements, any supplemental unit agreements and forms of the applicable unit certificates containing the terms of
the units being offered will be filed as exhibits to the registration statement of which this prospectus is a part, or incorporated by
reference from reports we file with the SEC.
Quotation on OTCQB
Our common stock is quoted
by the OTCQB under the symbol “AERG.”
Transfer Agent and Registrar
The transfer agent and registrar
for our common stock is Continental Stock Transfer & Trust Company.
FORM OF SECURITIES
We may issue the securities
in the form of one or more fully registered global securities that will be deposited with a depositary, or its nominee identified in the
applicable prospectus supplement and registered in the name of that depositary or nominee. In those cases, one or more registered global
securities will be issued in a denomination or aggregate denominations equal to the portion of the aggregate principal or face amount
of the securities to be represented by registered global securities. Unless and until it is exchanged in whole for securities in definitive
registered form, a registered global security may not be transferred except as a whole by and among the depositary for the registered
global security, the nominees of the depositary or any successors of the depositary or those nominees.
The specific terms of the depositary arrangement
with respect to any securities to be represented by a registered global security will be described in the prospectus supplement relating
to those securities. We anticipate that the following provisions will apply to all depositary arrangements.
Ownership of beneficial interests
in a registered global security will be limited to persons, called participants, that have accounts with the depositary or persons that
may hold interests through participants. Upon the issuance of a registered global security, the depositary will credit, on its book-entry
registration and transfer system, the participants’ accounts with the respective principal or face amounts of the securities beneficially
owned by the participants. Any dealers, underwriters or agents participating in the distribution of the securities will designate the
accounts to be credited. Ownership of beneficial interests in a registered global security will be shown on, and the transfer of ownership
interests will be affected only through, records maintained by the depositary, with respect to interests of participants, and on the records
of participants, with respect to interests of persons holding through participants. The laws of some states may require that some purchasers
of securities take physical delivery of these securities in definitive form. These laws may impair your ability to own, transfer or pledge
beneficial interests in registered global securities.
So long as the depositary,
or its nominee, is the registered owner of a registered global security, that depositary or its nominee, as the case may be, will be considered
the sole owner or holder of the securities represented by the registered global security for all purposes under the applicable indenture,
warrant agreement or unit agreement.
Except as described below,
owners of beneficial interests in a registered global security will not be entitled to have the securities represented by the registered
global security registered in their names, will not receive or be entitled to receive physical delivery of the securities in definitive
form and will not be considered the owners or holders of the securities under the applicable indenture, warrant agreement or unit agreement.
Accordingly, each person owning a beneficial interest in a registered global security must rely on the procedures of the depositary for
that registered global security and, if that person is not a participant, on the procedures of the participant through which the person
owns its interest, to exercise any rights of a holder under the applicable indenture, warrant agreement or unit agreement. We understand
that under existing industry practices, if we request any action of holders or if an owner of a beneficial interest in a registered global
security desires to give or take any action that a holder is entitled to give or take under the applicable indenture, warrant agreement
or unit agreement, the depositary for the registered global security would authorize the participants holding the relevant beneficial
interests to give or take that action, and the participants would authorize beneficial owners owning through them to give or take that
action or would otherwise act upon the instructions of beneficial owners holding through them.
Payments to holders with respect
to securities represented by a registered global security registered in the name of a depositary or its nominee will be made to the depositary
or its nominee, as the case may be, as the registered owner of the registered global security. None of the Company, the trustees, the
warrant agents, the unit agents or any other agent of the Company, agent of the trustees, the warrant agents or unit agents will have
any responsibility or liability for any aspect of the records relating to payments made on account of beneficial ownership interests in
the registered global security or for maintaining, supervising or reviewing any records relating to those beneficial ownership interests.
We expect that the depositary
for any of the securities represented by a registered global security, upon receipt of any payment of principal, premium, interest or
other payment or distribution to holders of that registered global security, will immediately credit participants’ accounts in amounts
proportionate to their respective beneficial interests in that registered global security as shown on the records of the depositary. We
also expect that payments by participants to owners of beneficial interests in a registered global security held through participants
will be governed by standing customer instructions and customary practices, as is now the case with the securities held for the accounts
of customers or registered in “street name,” and will be the responsibility of those participants.
PLAN OF DISTRIBUTION
We may sell or distribute
the securities included in this prospectus through underwriters, through agents, to dealers, in private transactions, at market prices
prevailing at the time of sale, at prices related to the prevailing market prices, or at negotiated prices.
In addition, we may sell some
or all of our securities included in this prospectus, through:
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a block trade in which a broker-dealer may resell a portion
of the block, as principal, in order to facilitate the transaction;
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purchases by a broker-dealer, as principal, and resale by
the broker-dealer for its account; or
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ordinary brokerage transactions and transactions in which
a broker solicits purchasers.
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We may enter into option or
other types of transactions that require us or our counterparties or agents to deliver our securities to a broker-dealer, who will then
resell or transfer the securities under this prospectus. We may also enter into hedging transactions with respect to our securities. For
example, we may:
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enter into transactions involving short sales of our shares
of common stock by broker-dealers;
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sell shares of common stock short themselves and deliver the
shares to close out short positions;
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enter into option or other types of transactions that require
us to deliver shares of common stock to a broker-dealer, who will then resell or transfer the shares of common stock under this prospectus;
or
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loan or pledge the shares of common stock to a broker-dealer,
who may sell the loaned shares or, in the event of default, sell the pledged shares.
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We may enter into derivative
transactions with third parties, or sell securities not covered by this prospectus to third parties in privately negotiated transactions.
If the applicable prospectus supplement indicates, in connection with those derivatives, the third parties may sell securities covered
by this prospectus and the applicable prospectus supplement, including in short sale transactions. If so, the third party may use securities
pledged by us or borrowed from us to settle those sales or to close out any related open borrowings of stock and may use securities received
from us in settlement of those derivatives to close out any related open borrowings of stock. The third party in such sale transactions
will be an underwriter and will be identified in the applicable prospectus supplement (or a post-effective amendment). In addition, we
may otherwise loan or pledge securities to a financial institution or other third party that in turn may sell the securities short using
this prospectus. Such financial institution or other third party may transfer its economic short position to investors in our securities
or in connection with a concurrent offering of other securities.
Any broker-dealers or other
persons acting on our behalf that participate with us in the distribution of the securities, may be deemed to be underwriters, and any
commissions received, or profit realized, by them on the resale of the securities, may be deemed to be underwriting discounts and commissions
under the Securities Act.
At the time that any particular
offering of securities is made, to the extent required by the Securities Act, a prospectus supplement will be distributed, setting forth
the terms of the offering, including the aggregate number of securities being offered, the purchase price of the securities, the initial
offering price of the securities, the names of any underwriters, dealers or agents, any discounts, commissions and other items constituting
compensation from us, and any discounts, commissions or concessions allowed or reallowed or paid to dealers. Furthermore, we, our executive
officers, our directors and major shareholders may agree, subject to certain exemptions, that for a certain period from the date of the
prospectus supplement under which the securities are offered, we and they will not, without the prior written consent of an underwriter,
offer, sell, contract to sell, pledge or otherwise dispose of any of shares of our common stock or any securities convertible into or
exchangeable for shares of our common stock. However, an underwriter, in its sole discretion, may release any of the securities subject
to these lock-up agreements at any time without notice.
Underwriters or agents could
make sales in privately negotiated transactions and/or any other method permitted by law, including sales deemed to be an at-the-market
offering as defined in Rule 415 promulgated under the Securities Act, which includes sales made directly on or through the OTCQB marketplace,
the existing trading market for our shares of common stock, or sales made to or through a market maker other than on an exchange, provided,
however, that, in any at-the-market offering, until our common stock is listed on a national securities exchange, we shall only sell shares
in privately negotiated transactions that are eligible for exemption from registration under applicable state securities laws.
We will bear costs relating
to all of the securities offered and sold by us under this registration statement.
LEGAL MATTERS
Unless otherwise indicated
in the applicable prospectus supplement, certain legal matters in connection with the offering and the validity of the securities offered
by this prospectus, and any supplement thereto, will be passed upon by Masur Griffitts Avidor LLP, New York, New York.
EXPERTS
The consolidated financial
statements of Applied Energetics, Inc. and subsidiary, as of and for the year ended December 31, 2020 and 2019, have been incorporated
by reference herein in reliance upon the report of RBSM LLP, independent registered public accounting firm, and upon the authority of
said firm as expert in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
This prospectus is part of
a registration statement we filed with the SEC. This prospectus does not contain all of the information set forth in the registration
statement and the exhibits to the registration statement. For further information with respect to us and the securities we are offering
under this prospectus, we refer you to the registration statement and the exhibits and schedules filed as a part of the registration statement.
You should rely only on the information contained in this prospectus or incorporated by reference in this prospectus. We have not authorized
anyone else to provide you with different information. We are not making an offer of these securities in any state where the offer is
not permitted. You should not assume that the information in this prospectus is accurate as of any date other than the date on the front
page of this prospectus, regardless of the time of delivery of this prospectus or any sale of the securities offered by this prospectus.
We file annual, quarterly
and current reports, proxy statements and other information with the SEC. You may read and copy the registration statement, as well as
any other document filed by us with the SEC, at the SEC’s Public Reference Room at 100 F Street NE, Washington, D.C. 20549. You
can also request copies of these documents by writing to the SEC and paying a fee for the copying cost. You may obtain information on
the operation of the Public Reference Room by calling the SEC at (800) SEC-0330. The SEC maintains a website that contains reports, proxy
statements and other information regarding issuers that file electronically with the SEC, including us. The address of the SEC website
is www.sec.gov.
We maintain a website at www.aergs.com.
Information contained in or accessible through our website does not constitute a part of this prospectus.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The SEC allows us to “incorporate
by reference” information into this prospectus, which means that we can disclose important information to you by referring you to
another document filed separately with the SEC. The SEC file number for the documents incorporated by reference in this prospectus is
001-32698. The documents incorporated by reference into this prospectus contain important information that you should read about us.
The following documents are incorporated by reference
into this document:
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our Annual Report on Form 10-K for the year ended December
31, 2020;
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our Quarterly Reports on Form 10-Q for the quarters ended
March 31 and June 30, 2021;
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Current Reports on Form 8-K filed with the SEC on July 16,
18 and 19, October 31, and November 8, 2019, January 6, March 10, June 4 and 15, August 5, September 2, 3, 10 and 29, October 6 and November 12, 2020 and January 7 and February 3 and 9, March 17, April 27, July 14 and 23, and August 25, 2021.
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We also incorporate by reference
into this prospectus all documents (other than current reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits filed on
such form that are related to such items) that are filed by us with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange
Act (i) after the date of the initial filing of the registration statement of which this prospectus forms a part and prior to effectiveness
of the registration statement, or (ii) after the date of this prospectus but prior to the termination of the offering. These documents
include periodic reports, such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as well
as proxy statements.
Documents
incorporated by reference are available from us, without charge. You may obtain documents incorporated by reference in this prospectus
by requesting them in writing or by telephone at the following address: Applied Energetics Inc. 9070 Rita Road, Suite 1500, Tucson, AZ
85747, Attn. Stephen McCommon, Finance Manager
You also may access these
filings on our Internet site at www.aergs.com. Our web site and the information contained on that site, or connected to that
site, are not incorporated into this prospectus or the registration statement of which this prospectus is a part.
Any statement contained in
this prospectus or contained in a document incorporated or deemed to be incorporated by reference into this prospectus will be deemed
to be modified or superseded to the extent that a statement contained in this prospectus or any subsequently filed supplement to this
prospectus, or document deemed to be incorporated by reference into this prospectus, modifies or supersedes such statement.
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following table sets forth
the estimated costs and expenses, other than underwriting discounts and commissions, payable by us in connection with the offering of
the securities being registered. All the amounts shown are estimates, except for the SEC registration fee.
SEC registration fee
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$
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9,270
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FINRA filing fee
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$
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(1)
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Accounting fees and expenses
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7,500
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Legal fees and expenses
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(1)
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Transfer agent fees and expenses
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(1)
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Trustee fees and expenses
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(1)
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Printing and miscellaneous expenses
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(1)
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Total
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$
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(1)
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(1)
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These fees are calculated based on the securities offered
and the number of issuances and, accordingly, cannot be estimated at this time
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Item 15. Indemnification
of Officers and Directors
Article NINTH of our Restated
Certificate of Incorporation states:
All persons who the Corporation
is empowered to indemnify pursuant to the provisions of Section 145 of the General Corporation Law of the State of Delaware (or any similar
provision or provisions of applicable law at the time in effect),shall be indemnified by the Corporation to the full extent permitted
thereby. The foregoing right of indemnification shall not be deemed to be exclusive of any other rights to which those seeking indemnification
may be entitled under any by-law, agreement, vote of stockholders or disinterested directors, or otherwise. No repeal or amendment of
this Article NINTH shall adversely affect any rights of any person pursuant to this Article NINTH which existed at the time of such repeal
or amendment with respect to acts or omissions occurring prior to such repeal or amendment.
Article XIX of our By-Laws states:
All persons who the Corporation is empowered to indemnify pursuant to the provisions of Section 145 of the General Corporation Law of
the State of Delaware (or any similar provision or provisions of applicable law at the time in effect) shall be indemnified by the Corporation
to the full extent permitted thereby. The foregoing right of indemnification shall not be deemed to be exclusive of any other such rights
to which those seeking indemnification from the Corporation may be entitled, including, but not limited to, any rights of indemnification
to which they may be entitled pursuant to any agreement, insurance policy, other by-law or charter provision, vote of stockholders or
directors, or otherwise. No repeal or amendment of this Article shall adversely affect any rights of any person pursuant to this Article
which existed at the time of such repeal or amendment with respect to acts or omissions occurring prior to such repeal or amendment.
Section 145 of the Delaware
General Corporation Law authorizes us to indemnify any director or officer under prescribed circumstances and subject to certain limitations
against certain costs and expenses, including attorneys’ fees actually and reasonably incurred in connection with any action, suit
or proceedings, whether civil, criminal, administrative or investigative, to which such person is a party by reason of being one of our
directors or officers if it is determined that the person acted in accordance with the applicable standard of conduct set forth in such
statutory provisions.
Insofar as indemnification
for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of Applied Energetics,
Inc. pursuant to the foregoing provisions, or otherwise, we have been advised that, in the opinion of the Securities and Exchange Commission,
such indemnification is against public policy as expressed in such Act and is, therefore, unenforceable.
Item 16. Exhibits and Financial Statement Schedules
EXHIBIT
NUMBER
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DESCRIPTION
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2.1
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Amended
and Restated Plan and Agreement of Merger entered into as of March 17, 2004, by and among U.S. Home & Garden, Inc. (“USHG”),
Ionatron Acquisition Corp., a wholly-owned subsidiary of USHG, Robert Kassel (for purposes of Sections 5.9, 6.2(d), 6.2(j), 9.4 and
10.10 only), Fred Heiden (for purposes of Section 9.4 only), and Ionatron, Inc. and Robert Howard, Stephen W. McCahon, Thomas C.
Dearmin and Joseph C. Hayden (incorporated by reference to the comparable exhibit filed with the Registrant’s Form 8-K filed
with the SEC on March 24, 2004).
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3.1
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Certificate of Incorporation,
as amended, (incorporated by reference to the comparable exhibit filed with the Registrant’s Form 10-KSB for the fiscal year
ended June 30, 1995).
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3.2
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Certificate
of Amendment of Certificate of Incorporation of the Registrant filed with the Secretary of State of the State of Delaware on April
29, 2004 (incorporated by reference to the comparable exhibit filed with the Registrant’s Form 10-Q for the quarterly period
ended March 31, 2004).
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3.3
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Certificate
of Elimination of the 10% Series A Convertible Preferred Stock of the Registrant (incorporated by reference to the comparable exhibit
filed with the Registrant’s Form 8-K filed with the SEC on October 28, 2005).
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3.4
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Certificate
of Designation of the 6.5% Series A Redeemable Convertible Preferred Stock of the Registrant (incorporated by reference to the comparable
exhibit filed with the Registrant’s 8-K filed with the SEC on October 28, 2005).
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3.5
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Certificate
of Ownership and Merger of Applied Energetics, Inc. into Ionatron, Inc. (incorporated by reference to the comparable exhibit filed
with the Registrant’s Form 8-K filed with the SEC on February 20, 2008).
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3.6
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Amended
and Restated By-laws of the Registrant (incorporated by reference to Exhibit 3 of the Registrant’s Form 10-Q for the Quarter
ended June 30, 2007.
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3.7
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Certificate
of Amendment to Certificate of Incorporation filed with the Secretary of State of the State of Delaware on September 10, 2007. (incorporated
by reference to Exhibit 3.7 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 filed on June 17, 2019).
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4.1
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Form of certificate evidencing
Common Stock, $.001 par value, of the Registrant (incorporated by reference to Exhibit 4.1 of the Registrant’s Registration
Statement on Form S-1 (Registration No. 333-38483)).
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4.2
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Form
of Preferred Stock Certificate and Form of Certificate of Designation of Preferred Stock**
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4.3
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Form
of Purchase Contract**
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4.4
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Form of Indenture**
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4.5
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Form of Warrant Agreement**
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4.6
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Form of Rights Agreement**
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4.7
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Form of Debt Securities**
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4.8
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Form of Unit Agreement**
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5.1
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Opinion
of Masur Griffitts Avidor LLP*
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10.1
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2018
Incentive Stock Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 10-K for the fiscal year ended December
31, 2018).
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10.2
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Consulting
and Advisory Services Agreement, effective as of February 15, 2019, by and between the Registrant and WCC Ventures, LLC (incorporated
by reference to Exhibit 99 to Form 8-K filed with the SEC on February 22, 2019).
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10.3
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Advisory
Board Agreement by and between registrant and Christopher Donaghey (Previously filed).
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10.4
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Executive
Employment Agreement, dated as of April 18,2019, by and between the Registrant and Gregory J. Quarles (Previously filed).
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10.5
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Scientific
Advisory Board Agreement, by and between the Registrant and Charles Hale (Previously filed.)
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10.6
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Consulting
Agreement, by and between the Registrant and SWM Consulting, LLC (incorporated by reference to comparable exhibit filed with the
Registrant’s Form 8-K filed with the SEC on May 31, 2019)
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10.7
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Asset
Purchase Agreement, by and between the Registrant and Applied Optical Sciences, Inc. LLC (incorporated by reference to comparable
exhibit filed with the Registrant’s Form 8-K filed with the SEC on May 31, 2019)
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10.8
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Contract/Order
for Supplied and Services with the Department of the Army, dated as of March 3, 2020 (incorporated by reference to the comparable
exhibit filed with the Registrant’s Form 10-K for the year ended December 31, 2019).
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10.9
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Lease
Agreement, dated as of March 15, 2021, by and between the Registrant and Campus Research Corporation (incorporated by reference to
Exhibit 10.1 to the Registrant’s Form 8-K filed with the SEC on March 17, 2021).
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21
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Subsidiaries
(incorporated by reference to the comparable exhibit filed with the Registrant’s Form 10-K for the year ended December 31,
2006)
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23.1
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Consent of RBSM LLP*
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99.1
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Compensation
Committee Charter (incorporated by reference to the comparable exhibit filed with the Registrant’s Form 10-K for the year ended
December 31, 2010)
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99.2
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Corporate
Governance and Nominating Committee Charter (incorporated by reference to the comparable exhibit filed with the Registrant’s
Form 10-K for the year ended December 31, 2009)
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99.3
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Audit
Committee Charter (incorporated by reference to the comparable exhibit filed with the Registrant’s Form 10-K for the year ended
December 31, 2009)
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**
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If applicable,to be filed by amendment or as an exhibit to a report filed pursuant to the Securities Exchange Act of 1934 of the Registrant and incorporated by reference into this registration statement.
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Item 17. Undertakings
The undersigned registrant
hereby undertakes:
(1) To
file, during any period in which offers, or sales are being made, a post-effective amendment to this registration statement:
(i) To include any
prospectus required by Section 10(a)(3) of the Securities Act;
(ii) To reflect in
the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post- effective
amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration
Fee” table in the effective registration statement; and
(iii) To include any
material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change
to such information in the registration statement; provided, however, that the undertakings set forth in paragraphs (1)(i), (1)(ii)
and (1)(iii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained
in reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act
of 1934, as amended, or the Exchange Act, that are incorporated by reference in this registration statement or are contained in a form
of prospectus filed pursuant to Rule 424(b) that is part of this registration statement.
(2) That,
for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
(3) To remove from
registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of
the offering.
(4) That,
for the purpose of determining liability under the Securities Act to any purchaser:
(i) Each prospectus
filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus
was deemed part of and included in the registration statement; and
(ii) Each prospectus
required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating
to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a)
of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form
of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the
prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date
shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which
that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made
in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration
statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that
was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately
prior to such effective date.
(5) That,
for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the
securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this
registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered
or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser
and will be considered to offer or sell such securities to such purchaser: (i) any preliminary prospectus or prospectus of the undersigned
registrant relating to the offering required to be filed pursuant to Rule 424; (ii) any free writing prospectus relating to the offering
prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; (iii) the portion of
any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities
provided by or on behalf of the undersigned registrant; and (iv) any other communication that is an offer in the offering made by
the undersigned registrant to the purchaser.
(6) That,
for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section
13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section
15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide
offering thereof.
(7) That
for purposes of determining any liability under the Securities Act, (i) the information omitted from the form of prospectus filed as part
of the registration statement in reliance upon Rule 430A and contained in the form of prospectus filed by the registrant pursuant to Rule
424(b)(l) or (4) or 497(h) under the Securities Act shall be deemed to be a part of the registration statement as of the time it was declared
effective; and (ii) each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement
relating to the securities offered therein, and the offing of such securities at that time shall be deemed to be the initial bona fide
offering thereof.
(8) To
file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust
Indenture Act in accordance with the rules and regulations prescribed by the SEC under Section 305(b)(2) of the Trust Indenture Act.
Insofar as indemnification
for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant
to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against
public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of
the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements
of the Securities Act, Applied Energetics, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-3 and has duly caused this Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto
duly authorized, on the 4th day of October, 2021.
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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 and President
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Pursuant to the requirements of the Securities
Act, this Registration Statement has been signed below by the following persons in the indicated capacities.
Name/Signature
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Title
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Date
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/s/ Gregory
J. Quarles
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Chief
Executive Officer,
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October
4, 2021
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Gregory
J. Quarles
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President
and Director
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/s/ Bradford
T. Adamczyk
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Chairman
and Director
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October
4, 2021
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Bradford
T. Adamczyk
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/s/ Jonathan
Barcklow
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Vice
President, Secretary and Director
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October
4, 2021
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Jonathan
Barcklow
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/s/ John
Schultz
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Director
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October
4, 2021
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John
Schultz
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/s/
Mary P. O’Hara
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Director
|
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October
4, 2021
|
Mary
P. O’Hara
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II-5
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