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
on
Date of report (Date of earliest event reported) April 21, 2021
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 1.01 Entry into (or Amendment of) a Material Definitive Agreement.
Effective April 21, 2021, the company has amended its Master Services Agreement, dated as of July 16, 2018, with Westpark Advisors, LLC, pursuant to a First Amendment to Master Services Agreement. The amendment grants Westpark Advisors options to purchase an additional 1,000,000 shares of AERG common stock, par value $0,001 per share, at an exercise price of $0.40 per share, in exchange for Westpark Advisors continued service to the company. The option vests over a period of three years from the date of the amendment. Otherwise, the other provisions of the agreement remain in force and unchanged.
Item 9.01 Exhibits
| 10.1 | First Amendment to Master Services Agreement, dated as of April 21, 2021, by and between the Company and Westpark Advisors, LLC. |
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: April 27, 2021 | ||
2
Exhibit 10.1
FIRST AMENDMENT
TO
MASTER SERVICES AGREEMENT
This First Amendment to Master Services Agreement, dated as of April 21, 2021 (this “Amendment”), is entered into by and between Applied Energetics, Inc., a Delaware limited liability company (the “Company” or “AERG”), and Westpark Advisors, LLC “Westpark Advisors”).
WHEREAS, the Company has engaged Westpark Advisors to perform certain services (the “Services”) pursuant to that certain Master Services Agreement, dated of July 16, 2018 (“Agreement”), by and between Westpark Advisors and the Company; and
WHEREAS, the parties desire to amend the Agreement, in particular, to increase Westpark Advisor’s contingent equity compensation provided in the Agreement pursuant to the terms and subject to the conditions set forth in this Amendment.
Now, THEREFORE, for valuable consideration, the receipt and sufficiency of which hereby is acknowledged, the parties agree as follows:
1. Paragraph 4.c. of the Agreement is hereby amended by adding at the end thereof the following:
The Company shall also issue to Westpark Advisors options to purchase an additional one million (1,000,000) shares of the Company’s common stock, which additional options shall be subject to vesting in the amount of 33.3% per year over the three years following the date of grant. The options shall be exercisable at a price of $0.40 per share, such amount representing the fair market value on the date of grant based on the closing price of $0.40 per share as of the most recent prior trading date.
2. The parties agree that the grant date for the additional options granted to Westpark Advisors pursuant to this Amendment shall be the date of this Amendment.
3. All other provisions of the Agreement are unchanged by this Amendment and remain in full force and effect; provided, however, that in the event of an inconsistency between the terms of this Amendment and the Agreement, as in effect immediately prior hereto, the terms of this Amendment shall prevail. All other terms of the Agreement shall remain in full force and effect. This Amendment may be executed in counterparts which, when taken together, shall constitute one and the same agreement.
4. This Amendment, together with the Agreement, constitute the complete understanding between the parties with respect to the subject matter hereof. No statement, representation, warranty or covenant has been made by either party with respect to the subject matter hereof except as expressly set forth herein or in the Agreement.
IN WITNESS WHEREOF, the Company and Westpark Advisors have duly executed this Amendment as of the date set forth in the first paragraph hereof.
| APPLIED ENERGETICS, INC. | ||
| By: | /S/ Gregory J. Quarles | |
| Gregory J. Quarles, President and CEO | ||
| WESTPARK ADVISORS, LLC | ||
| By: | /S/ Patrick Williams | |
| Patrick Williams, Managing Partner | ||