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) on November 5, 2020

 

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 3.02 Unregistered Sales of Equity Securities.

 

Effective November 5, 2020, the company and the holders agreed to convert all outstanding principal and interest on its 10% Promissory Notes which were disclosed in Items 2.03 and 3.02 of its Current Report on Form 8-K filed with the Securities and Exchange Commission on September 3, 2020, into shares of the company’s common stock, par value, $0.001 per share. The notes were converted at a price per share of $0.30, resulting in the issuance to the noteholders of 18,386,174 shares in the aggregate. All of these converting noteholders are accredited, sophisticated investors, and neither the issuance of the notes nor their conversion were in connection with any public offering in accordance with Section 4(a)(2) of the Securities Act of 1933.

 

Item 8.01 Other Events – Repayment of Debt.

 

As of November 5, 2020, the company repaid all principal of $390,000, plus interest thereon, remaining outstanding on its 10% Promissory Notes from 2019.

 

With the repayment of these notes, coupled with the conversion of its 10% Promissory Notes as discussed in Item 3.02 of this Form 8-K, the company has now repaid or converted all of its outstanding investor debt. In addition, with the conversion of notes into the 18,386,174 shares, as noted in Item 3.02 hereof, and the return or retirement of 46 million shares, the company now has approximately 191 million shares of common stock outstanding.

 

Item 9.01 Exhibits

 

99.1   Press Release, dated as of November 12, 2020, pertaining to the matters set forth in this Current Report on Form 8-K.

 

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: November 12, 2020  

 

 

2

 

 

Exhibit 99.1

 

 

Applied Energetics Announces Repayment of Debt and Conversion of Promissory Notes Outstanding into Common Stock

 

Tucson, AZ, November 12, 2020 – Applied Energetics, Inc. (OTCQB: AERG), today announced that effective November 5, 2020, the company and the holders agreed to convert all outstanding principal and interest outstanding on its 2020 10% Promissory Notes into shares of the company’s common stock. The notes were converted at a price per share of $0.30, resulting in the issuance to the noteholders of 18,386,174 shares in the aggregate. All of these converting noteholders are accredited, sophisticated investors, and neither the issuance of the notes nor their conversion were in connection with any public offering, pursuant to Section 4(a)(2) of the Securities Act of 1933.

 

Additionally, as of November 5, 2020, the company repaid all principal of $390,000, plus interest thereon, remaining outstanding on its 10% Promissory Notes from 2019. With the repayment of these notes, coupled with the conversion of its 10% Promissory Notes, the company has now repaid or converted all of its outstanding investor debt. In addition, with the conversion of notes into the 18,386,174 shares, and the return or retirement of 46 million shares, the company now has approximately 191 million shares outstanding.

 

Gregory J. Quarles, Ph.D., chief executive officer of Applied Energetics, commented, “We are pleased that all the Promissory Note holders have converted their holdings of Promissory Notes into common stock. This demonstrates strong support from the Company’s shareholders, improves and simplifies our balance sheet, and removes a significant interest burden from the Company. We intend to leverage this improved financial flexibility toward meeting our strategic growth objectives in the markets we serve.”

 

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 (LGETM) technology and related solutions for commercial, defense and security applications, and are protected by 26 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