UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

 

FORM 8-K

 

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of report (Date of earliest event reported) July 10, 2019

 

APPLIED ENERGETICS, INC.

 

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware

 

(State or Other Jurisdiction of Incorporation)

  

001-14015   77-0262908
(Commission File Number)   (IRS Employer Identification No.)

 

2480 W Ruthrauff Road, Suite 140 Q, Tucson, Arizona   85705
(Address of Principal Executive Offices)   (Zip Code)

 

(520) 628-7415

 

(Registrant’s Telephone Number, Including Area Code)

 

 

(Former Name or Former Address, if Changed Since Last Report)

 

Check 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 ( see  General Instruction A.2. below):

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate 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: ☐

 

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. ☐

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
 Common Stock, par value, $.001   AERG   OTCQB

  

 

 

 

 

 

Item 2.01 – Completion of Acquisition or Disposition of Assets.

 

As previously reported on Form 8-K filed with the SEC on May 31, 2019, the company entered into an Asset Purchase Agreement, as of May 24, 2019, with Applied Optical Sciences, Inc. (“AOS”), an Arizona corporation, and Stephen W. McCahon, the majority shareholder of AOS, for the purchase of certain selected assets of AOS. On July 10, 2019, the company completed the closing of this acquisition in accordance with the Asset Purchase Agreement.

 

In connection with the asset acquisition, Mr. McCahon also entered into a Consulting Agreement with the company, the details of which are also included in the Form 8-K filed on May 31, 2019.

 

The company purchased the assets from AOS in exchange for consideration consisting of (i) a promissory note in the amount of $2,500,000.00, secured by the assets, and (ii) warrants to purchase up to 2,500,000 shares of Applied Energetics’ common stock at an exercise price of $0.06 per share.

 

Item 9.01 Financial Statements and Exhibits.

 

Financial Statements

 

The company is in the process of determining what, if any, financial statements are required to be filed with respect to the purchase of assets as disclosed under Item 2.02 above. In the event the company determines that financial statements are required to be filed, it will file them by amendment to this Form 8-K.

 

Exhibits

 

Exhibit 99.1   Press Release, dated July 12, 2019 -- Applied Energetics Completes Acquisition of Certain Assets of Applied Optical Sciences

 

1

 

 

SIGNATURES

 

Pursuant 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 thereunto duly authorized.

 

  APPLIED ENERGETICS, INC.
     
  By: /s/ Gregory J. Quarles
    Gregory J. Quarles,
    Chief Executive Officer

 

Date : July 15, 2019

 

2

 

Exhibit 99.1

 

Applied Energetics, Inc.

 

Applied Energetics Completes Acquisition of Certain Assets of Applied Optical Sciences

 

Tucson, AZ, July 12, 2019 -- Applied Energetics, Inc. ( OTCQB: AERG ), today announced that the Company has completed the acquisition of certain assets of Applied Optical Sciences, Inc. (“AOS”), an innovator in developing technologies and intellectual property related to the application of optical physics in a broad range of areas, including photonics and advanced Ultra-Short Pulse (“USP”) laser development.

 

Founded by Dr. Stephen McCahon in April 2010, AOS is a privately held corporation located in Tucson, Arizona. Dr. McCahon is also an original co-founder of Applied Energetics and will serve as its Chief Scientist and full-time consultant to Applied Energetics.

 

“We’re excited about the assets we purchased from AOS, which will immediately broaden our product offerings and accelerate our innovation in the rapidly growing area of ultra-short pulse lasers ,” said Gregory J. Quarles, Ph.D., president and chief executive officer of Applied Energetics. “This transaction also demonstrates our commitment to driving shareholder value by reestablishing our relationship with U.S. Department of Defense , as AOS was under separate co-development contracts with two defense contractors involving specific areas of directed energy and rapidly evolving advanced optical physics-based technologies. These contracts are transitioning to AE and we now have an integrated team working with the customers. Finally, the combination adds depth to our management and technical team which will be invaluable as we seek to win more opportunities with existing and new potential customers.”

 

ABOUT APPLIED ENERGETICS INC.

 

Applied Energetics, Inc., “AE” based in Tucson, Arizona, specializes in 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. Applied Energetics pioneered and holds all crucial intellectual property rights to the development and use of Laser Guided Energy (LGE) technology and related solutions for commercial, defense and security applications, and are protected by 25 patents and 11 additional Government Sensitive Patent Applications “GSPA”. The company’s 11 GSPA’s are held under secrecy orders of the US government and allow AE greatly extended protection rights.

 

For more information, visit www.aergs.com

 

FORWARD LOOKING STATEMENTS

 

Certain statements in this press release constitute forward-looking statements within the meaning of the Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements include all statements that do not relate solely to the historical or current facts and can be identified by the use of forward-looking words such as “may”, “believe”, “will”, “expect”, “project”, “anticipate”, “estimates”, “plans”, “strategy”, “target”, “prospects” or “continue”, and words of similar meaning. These forward-looking statements are based on the current plans and expectations of our management and are subject to a number of uncertainties and risks that could significantly affect our current plans and expectations, as well as future results of operations and financial condition and may cause our actual results, performances or achievements to be materially different from any future results, performances or achievements expressed or implied by such forward-looking statements. We do not assume any obligation to update these forward-looking statements to reflect actual results, changes in assumptions, or changes in other factors affecting such forward-looking statements.

 

For more information contact:

Cameron Associates, Inc.

Investor Relations - Kevin McGrath, Managing Director

T: 212-245-4577

kevin@cameronassoc.com