NEW YORK, NY -- March 27, 2024 -- InvestorsHub NewsWire
-- Applied UV, Inc. (NASDAQ:
AUVI; AUVIP) (“Applied UV” or the “Company”), a leader in smart
building technology solutions, today announced that it has entered
into definitive agreements with institutional investors for the
purchase and sale of common stock of the Company (“Common Stock”)
and pre-funded warrants (“Pre-Funded Warrants”) in a registered
direct offering. In a concurrent private placement, the Company
also agreed to sell to the same investors, common warrants (“Common
Warrants”). Aggregate gross proceeds to the Company from both
transactions are expected to be approximately $2.76 million, the
maximum availability under the effective shelf registration
statement.
The transactions consist of (i) the public sale of an aggregate
of 1,726,875 shares of Common Stock (or Pre-Funded Warrants in lieu
thereof) and (ii) the private placement of Common Warrants to
purchase up to 518,065 shares of Common Stock at an initial
exercise price of $16.00 per share. The public offering price per
share of Common Stock is $1.60 (or $1.5999 for each Pre-Funded
Warrant, which is equal to the public offering price per share of
Common Stock to be sold in the offering minus an exercise price of
$0.0001 per Pre-Funded Warrant). The Pre-Funded Warrants will be
immediately exercisable and may be exercised at any time until
exercised in full. For each Pre-Funded Warrant sold in the
offering, the number of shares of Common Stock in the offering will
be decreased on a one-for-one basis. The Common Warrants are
exercisable immediately subject to registration and expire 5 years
after the initial issuance date.
The transactions are expected to close on or about April 1,
2024, subject to the satisfaction of customary closing
conditions.
The Company expects to use the net proceeds from the offering
to help fund recent large orders within the Smart Building
Technologies division from customers including: Siemens, Sherwin
Williams and Arco Murray and other general corporate
purposes.
Aegis Capital Corp. is acting as the
exclusive placement agent for the offerings.
Sichenzia Ross Ference Carmel LLP is serving as counsel to the
Company for the offerings. Kaufman & Canoles, P.C. is serving
as counsel to the Placement Agent for the offerings.
The registered direct offering is being made pursuant to an
effective shelf registration statement on Form S-3 (No. 333-266015)
previously filed with the U.S. Securities and Exchange Commission
(“SEC”) and declared effective by the SEC on July 12, 2022. A final
prospectus supplement and accompanying base prospectus describing
the terms of the proposed offering will be filed with the SEC and
will be available on the SEC’s website located at www.sec.gov.
Electronic copies of the final prospectus supplement and the
accompanying prospectus may be obtained, when available, by
contacting Aegis Capital Corp., Attention: Syndicate Department,
1345 Avenue of the Americas, 27th floor, New York, NY 10105, by
email at syndicate@aegiscap.com, or by telephone at (212)
813-1010.
The offer and sale of the Common Warrants in the private
placement are being made in a transaction not involving a public
offering and have not been registered under the Securities Act of
1933, as amended (the “Securities Act”), or applicable state
securities laws. Accordingly, the Common Warrants may not be
reoffered or resold in the United States except pursuant to an
effective registration statement or an applicable exemption from
the registration requirements of the Securities Act and such
applicable state securities laws. The Common Warrants were offered
only to accredited investors. Pursuant to a registration rights
agreement with the investors, the Company has agreed to file one or
more registration statements with the SEC covering the resale of
the shares issuable upon exercise of the Common Warrants.
Before investing in this offering, interested parties should
read in their entirety the prospectus supplement and the
accompanying prospectus and the other documents that the Company
has filed with the SEC that are incorporated by reference in such
prospectus supplement and the accompanying prospectus, which
provide more information about the Company and such offering.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of
these securities in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or
jurisdiction.
About Applied UV, Inc.
Applied UV is dedicated to developing and acquiring smart
building technologies for healthcare, hospitality, commercial and
municipal markets. With SteriLumen, Inc., MunnWorks, LLC, LED
Supply Co., LLC and PURO Lighting LLC, the Company has a diverse
portfolio that addresses various needs in the market. Applied UV is
committed to innovation and excellence in providing solutions for a
healthier and smarter world. More details about Applied UV and its
subsidiaries can be found at https://applieduvinc.com.
Forward-Looking Statements
The foregoing material may contain “forward-looking statements”
within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934, each as
amended. Forward-looking statements include all statements that do
not relate solely to historical or current facts, including,
without limitation, statements regarding the Company’s product
development and business prospects, and can be identified by the
use of words such as “may,” “will,” “expect,” “project,”
“estimate,” “anticipate,” “plan,” “believe,” “potential,” “should,”
“continue” or the negative versions of those words or other
comparable words. Forward-looking statements are not guarantees of
future actions or performance. These forward-looking statements are
based on information currently available to the Company and its
current plans or expectations and are subject to a number of risks
and uncertainties that could significantly affect current plans.
Should one or more of these risks or uncertainties materialize, or
the underlying assumptions prove incorrect, actual results may
differ significantly from those anticipated, believed, estimated,
expected, intended or planned. These forward-looking statements and
factors that may cause such differences include, without
limitation, the risks disclosed in the Company’s Annual Report on
Form 10-K and in the Company’s subsequent filings with the SEC.
Although the Company believes that the expectations reflected in
the forward-looking statements are reasonable, the Company cannot
guarantee future results, performance or achievements. Except as
required by applicable law, including the security laws of the
United States, the Company does not intend to update any of the
forward-looking statements to conform these statements to actual
results.
For Additional Company Information:
Applied UV, Inc.
Max Munn
Applied UV Founder, Chief Executive Officer & Director
Max.munn@applieduvinc.com
Investor Relations Contact:
TraDigital IR
Kevin McGrath
+1-646-418-7002
kevin@tradigitalir.com
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