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)     October 30, 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 per share    AERG   OTCQB

  

 

 

 

 

Item 5.07. VOTING RESULTS OF 2019 ANNUAL MEETING OF STOCKHOLDERS

 

The 2019 Annual Meeting of Stockholders of the Company was held on October 30, 2019. A total of 148,742,567 (or approximately 88%) of the Company's shares issued, outstanding and entitled to vote at the fiscal year 2019 Annual Meeting of Stockholders were represented in person or by proxy at the meeting. Set forth below are the final voting results for the proposals voted on at the meeting. For more information about the proposals set forth below, please see the Company's definitive Proxy Statement filed with the Securities and Exchange Commission on September 20, 2019.

    For     Withhold     Broker Non-Vote  
(1) Gregory J. Quarles (3 years)
    108,661,193       556,958       39,524,416  
(2) Bradford T. Adamczyk (3 years)     109,101,775       116,376       39,524,416  
(3) Jonathan R. Barcklow (2 years)     108,661,869       556,282       39,524,416  
(4) John Schultz (1 year)     109,114,080       104,071       39,524,416  

 

Accordingly, all nominees were elected as recommended by the Board of Directors.

 

2. To approve, on an advisory basis, the compensation of the Company’s named executive officers and directors.

 

For     Against     Abstain     Broker Non-Vote  
  108,242,697       876,287       99,167       39,524,416  

 

Accordingly, proposal 2 was approved by the stockholders, as recommended by the Board of Directors.

 

3. To approve, on an advisory basis, the frequency with which the Company holds advisory votes regarding the compensation of the Company’s named executive officers and directors.

 

3 Years     2 Years     1 Year     Abstain     Broker Non-Vote  
  100,269,256       534,478       2,811,427       5,602,990       39,524,416  

 

Accordingly, proposal 3 was approved by the stockholders, as recommended by the Board of Directors.

 

4. To approve and adopt the Company’s 2018 Incentive Stock Plan.

 

For     Against     Abstain     Broker Non-Vote  
  107,169,234       1,725,518       323,399       39,524,416  

 

Accordingly, proposal 4 was approved by the stockholders, as recommended by the Board of Directors.

 

5. To ratify the appointment of RBSM LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019.

 

For     Against     Abstain  
  146,940,323       584,688       1,217,556  

 

Accordingly, proposal 5 was approved by the stockholders, as recommended by the Board of Directors.

The Company has also issued a press release announcing the results of the meeting which is attached as an exhibit to this Form 8-K

Item 9.01 Financial Statements and Exhibits.

 

Exhibits    
Exhibit 99.1   Press Release, dated as of October 31, 2019.

 

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: October 31, 2019

  

2 

Exhibit 99.1

AE LOGO Applied Energetics, Inc. 

Applied Energetics Announces Results of 2019 Annual Shareholder Meeting

Tucson, AZ, October 31, 2019 – The Board of Directors of Applied Energetics, Inc. (OTCQB: AERG), announced the results of shareholder voting that took place during the company’s 2019 annual meeting held on October 30, 2019. Applied Energetics is pleased to announce that it has received shareholder approval for all resolutions voted upon at its annual meeting of shareholders. Approximately 88 percent of all shares outstanding and entitled to vote were present or represented by proxy at the meeting.

“On behalf of our Board and management team, we appreciate the continued support of our shareholders,” said Gregory J. Quarles, Ph.D., chief executive officer of Applied Energetics. “We greatly value our shareholders’ perspective and we are committed to actively engaging with them as we work to deliver long-term value for customers and investors.”

 The results of the Meeting were as follows:

· The company’s shareholders elected all those nominated to the Board of Directors: Gregory J. Quarles, Ph.D., Bradford T. Adamczyk, Jonathan R. Barcklow and John Schultz.
· Shareholders approved the advisory resolution on the company’s executive compensation.
· Shareholders approved the advisory resolution on the frequency of a shareholder vote on the company’s executive compensation.
· Shareholders approved the Applied Energetics, Inc. 2018 Incentive Stock Plan.
· Shareholders ratified the appointment of RBSM, LLP as the company’s independent registered public accounting firm.

The company intends to file an 8-K shortly detailing the results of the company’s annual meeting of shareholders held on October 30, 2019.

Following the adjournment of the formal meeting, the board, led by Gregory J. Quarles, Ph.D., chief executive officer of Applied Energetics addressed questions from the shareholders present.

Mr. Quarles gave an overview of the market and the company’s products. Mr. Quarles described how recent events have given rise to increased military spending, and corresponding threat levels posed which create a strong potential demand for the company’s ultrashort pulse optical source technology as many of the new threats can most effectively be countered using light energy.

 

 

Mr. Quarles also described how the Company’s technology can be applied to a range of products both in the defense sector and in other commercial markets. He also discussed the continued relevance of the company’s Laser Guided Energy (LGETM) technology to various defense applications. The technology and programs behind these discussions are at various stages of maturity with some having an 18 to 36-month runway while other products are very early in the development cycle with a range of 4-7 years. Throughout the lifecycle of a contract, revenues and timelines are smaller in the earlier years, but grow as the contract moves along the lifecycle process and milestones are achieved. From an analysis standpoint, early in the lifecycle process, it’s important to understand a contracts potential in achieving a program of record status. Mr. Quarles also remarked that the discussions we are having on a daily and weekly basis are with customers across various agencies utilizing numerous technologies and IP of Applied Energetics. From a diversification standpoint, this reception is very exciting for our future moving forward.

Capital needs were also discussed, it being noted that a Capital Program of $10M-12M would more than support a 24-36 month business plan. 

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