UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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) April 5, 2021
APPLIED UV, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-39480 | 84-4373308 | ||
|
(State or other jurisdiction
of Incorporation) |
(Commission
File Number) |
(IRS Employer
Identification Number) |
|
150 N. Macquesten Parkway Mount Vernon, NY |
10550 | |
| (Address of registrant’s principal executive office) | (Zip code) |
(914) 665-6100
(Registrant’s telephone number, including area code)
N/A
(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)) |
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 $0.0001 per share | AUVI | The Nasdaq Stock Market LLC |
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 x
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. ¨
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Item 1.01. Entry into a Material Definitive Agreement.
On April 5, 2021, Applied UV, Inc. (the “Company”) replaced its interim chief financial officer, Joseph Himy with Michael Riccio as Chief Financial Officer of the Company. Pursuant to Mr. Riccio’s offer letter (the “Offer Letter”) he will receive an annual salary of $200,000 and employee stock options under the Company’s employee stock option plan for 70,000 shares of the Company’s common stock with an exercise price of $9.66 per share. Mr. Riccio will be entitled to participate in all of the benefit plans and programs maintained by the Company from time to time for the benefit of its senior executives. Mr. Riccio’s employment with the Company is at-will.
The foregoing description is intended only as a summary of the material terms of the Offer Letter and is qualified in its entirety by reference to the full Offer Letter, a copy of which is attached as Exhibit 10.1 of this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description |
| 10.1 | Offer Letter between Applied UV, Inc. and Michael Riccio. |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Applied UV, Inc. | ||
| Date: April 20, 2021 | By: | /s/ Keyoumars Saeed |
| Name: | Keyoumars Saeed | |
| Title: | Chief Executive Officer | |
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From:
Q Saeed
SteriLumen, Inc.
8480 East Orchard Road, Suite 2400
Greenwood Village, Colorado 80111
To:
Mike Riccio
mike.g.riccio@gmail.com
Re: Offer of Employment Dear Mike:
On behalf of Applied UV, Inc. (the “Company”) (NASDAQ: AUVI), I am pleased to extend you an offer of employment as the company’s Chief Financial Officer (“CFO”) on the following terms (the "Employment Offer".)
1. Position and Duties. The position of CFO is offered on a full-time basis and your primary work location will be remote in NJ with occasional work out of the Mount Vernon facility. You will be expected to devote your full time and best efforts to the performance of your responsibilities, as defined below, and you may not engage in any other business without the express written consent of the Company. Your job responsibilities as CFO are consistent with the normal job duties of a public company, NASDAQ listed Company in this position, including but not limited to:
| • | Providing leadership, direction and management of the finance and accounting team |
| • | Providing strategic recommendations to the CEO, members of the executive management team, and the Board of Directors as needed |
| • | Managing the processes for financial forecasting and budgets, and overseeing the preparation of all financial reporting |
| • | Advising on long-term business and financial planning |
| • | Support and manage the ERP and related systems |
| • | Manage all SEC filings and IR-related activities on behalf of the company |
| • | Establishing and developing relations with senior management and external partners and stakeholders |
| • | Develop and manage financial and nonfinancial controls in compliance with best practices and public company requirements |
2. Compensation and Employee Benefits. Your annual base salary for the period commencing Monday, April 5, 2021 will be $200,000.00 less applicable payroll deductions and withholdings, payable on the Company’s regular payroll dates (“Starting Salary”).
You will also be awarded 70,000 “Stock Options” as defined in, and subject to, the 2020
Employee Stock Option Plan.
During your employment, you will also be eligible to participate in the standard benefits plans offered to similarly situated employees by the Company, including, but not limited to, profit sharing, life and disability insurance, health insurance, subject to plan terms and generally applicable Company policies. The Company will reimburse you for your business travel and telephone in accordance with the Company guidelines. In addition, you will be given a laptop computer that will be returned to the Company at the conclusion of your employment. You will also be entitled to the paid holidays and other paid leave as set forth in the Company’s policies. A full description of these benefits is available upon request. The Company may change compensation and benefits from time to time in its discretion.
3. “At-Will” Employment Relationship. Your employment with the Company will be “at- will.” This means that your employment is for no specific period of time and the Company may terminate your employment at any time and for any reason whatsoever, with or without “cause” (defined below). The fact that your salary or other compensation is stated in terms of years or months does not alter the at-will nature of the employment, and does not mean and should not be interpreted to mean that you are guaranteed employment to the end of any period of time or for any period of time. Although your job duties, title, compensation and benefits, as well as the Company’s personnel policies and procedures, may change from time to time, the “at-will” nature of your employment may only be changed expressly in a writing signed by you and the Company’s President or other authorized designee.
(a) The term “cause” means (i) a material breach of any agreement between you and the Company, including, without limitation, the company’s governance, ethics, expenses and general conduct policies and practices, and/or any non-competition agreement or confidentiality agreement (which will include any violation resulting from you working for a competing company without the prior authorization and consent from the Company as contemplated by this Employment Offer); (ii) intentional or negligent misconduct by you in the performance of your duties or obligations to the Company in any material respect during your employment with the Company; (iii) a breach of any fiduciary duty which you owe to the Company in your capacity, a manager of the Company, or under any agreement between you and the Company as an employee; (iv) the conviction, plea of guilty or no contest or acceptance of deferred adjudication or unadjudicated probation by you during your employment with the Company with respect to (A) a felony (other than a driving infraction) or (b) embezzlement, dishonesty, a crime involving moral turpitude, or intentional and actual fraud; (v) the habitual use or abuse of alcohol, drugs or other substances, in each case that interferes with your employment with the Company; (vi) material unexcused absences from work; (vii) your failure to perform the job functions, described above in paragraph 1, and failure to cure such deficiency within 7 business days after being provided written notice of such failure.
4. Written Modifications Only. This letter forms the complete and exclusive statement of the terms of your employment with the Company. It supersedes any other agreements or promises made to the Company, whether oral or written, and nothing in this letter creates an implied or explicit contract for employment. Changes in your employment terms, other than those changes expressly reserved to the Company’s discretion in this letter, require a written modification signed by an authorized representative of the Company.
5. Terms of Acceptance. If you wish to accept employment with the Company under the terms described above, please sign and date this letter and return it to me by February 24, 2021. If you accept our offer, we would like you to start on April 5, 2021.
We are looking forward to the opportunity of working closely with you in the near future. Sincerely,
| /s/ Keymoumars Saeed | Date: February 19, 2021 | |
| Keyoumars Saeed, CEO | ||
| ACCEPTED AND AGREED: | ||
| (Signature) | ||
| /s/ Michael Riccio | Date: February 21, 2021 | |
| Michael Riccio |
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