General form for registration of securities under the Securities Act of 1933



STYLE="font: 10pt Times New Roman, Times, Serif">




SEC

File No. 333-_______















UNITED

STATES






SECURITIES

AND EXCHANGE COMMISSION






Washington,

D.C. 20549










FORM

S-1






REGISTRATION

STATEMENT UNDER THE SECURITIES ACT











Applied

Energetics, Inc.







(Exact

name of registrant as specified in its charter)
























Delaware






3812






77-0262908



(State or other jurisdiction

of


incorporation or organization)






(Primary Standard

Industrial


Classification Code Number)






(I.R.S. Employer


Identification Number)








2480

W Ruthrauff Road, Suite 140Q




Tucson,

AZ 85705




P

520. 628-7415


(Address, including zip code, and telephone number,




including

area code, of registrant’s principal executive offices)








Gregory

J. Quarles




Chief

Executive Officer




2480

W Ruthrauff Road, Suite 140Q




Tucson,

AZ 85705





C

201 563-2263





(Name,

address, and telephone of agent for service)









Copies

to:











Mary

P. O’Hara




Masur

Griffitts Avidor LLP




65

Reade Street




New

York, NY 1007




(212)

209-5483








(Approximate

date of commencement of proposed sale to the public) As soon as practicable after the registration statement becomes effective.








If

any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under

the Securities Act of 1933 check the following box: ☒








If

this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please

check the following box and list the Securities Act registration statement number of the earlier effective registration statement

for the same offering.








If

this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list

the Securities Act registration statement number of the earlier effective registration statement for the same offering.








Indicate

by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting

company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”

“smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.



























Large accelerated filer







Accelerated filer







Non-accelerated filer







Smaller reporting company











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 7(a)(2)(B) of the Securities

Act. ☐



























Calculation

of Registration Fee













































Title of each class to be registered






Amount to be


registered (1)







Proposed


Maximum


Offering price


per share (2)







Proposed


maximum


offering


price (2)







Amount of


registration


fee





Common stock, $.001 par value





26,888,174





$



.33





$



8,873,097.42





$



968.05


























(1)



Pursuant

to rule 416 under the Securities Act, the shares of common stock being registered hereunder include such indeterminable number

of shares as may be issuable as a result of stock split, stock dividends, or similar transactions.















(2)



The

Proposed Maximum Offering Price per Share is estimated solely for the purpose of determining the registration fee as required

by Rule 457(o) under the Securities Act. This is not any indication of the price at which shares may be sold hereunder which is

expected to be determined at the market for sales by selling stockholders.









The

Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until

the Registrant shall file a further amendment which specifically states that the Registration Statement shall thereafter become

effective in accordance with Section 8(a) of the Securities Act or until the Registration Statement shall become effective on

such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a) may determine.










































The

information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement

filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it

is not soliciting an offer to buy these securities in any jurisdiction where such offer or sale is not permitted.










PRELIMINARY

PROSPECTUS










SUBJECT

TO COMPLETION, DATED JANUARY 21, 2021










Applied

Energetics, Inc.










26,888,174

Shares of Common Stock









This

prospectus relates to the resale by selling stockholders named herein (whom we refer to as the “Selling Stockholders”)

of up to an aggregate of 26,888,174 outstanding shares of common stock, par value $0.001 per share, of Applied Energetics, Inc.

Each of the Selling Stockholders purchased the shares in a private transaction as described herein.








The

Selling Stockholders are offering their shares at varying prices, at different times and in different ways. Information on the

Selling Stockholders and the times and manner in which they may offer and sell shares of our common stock under this prospectus

is provided under “Selling Stockholders” and “Plan of Distribution.” We will not receive proceeds from

any shares sold by Selling Stockholders. We are not offering any shares under this Prospectus nor will Applied Energetics receive

any of the proceeds from this offering. We expect to pay for expenses associated with the registration and offering of the shares

under this prospectus.







Shares of our common stock trade on the OTCQB Market under the
symbol “AERG”. On January 20, 2021, the closing price of our common stock was $0.33 per share.









Investing

in our securities is speculative and involves a high degree of risk. You are urged to read this prospectus carefully, which includes

important information about our company and potential risks of an investment in our securities. Please pay particular attention

to the section entitled “Risk Factors” beginning on page 3 of this prospectus for information about the risks of this

investment in our common stock.










Neither

the Securities and Exchange Commission nor any state securities commission or other regulatory



The above information was disclosed in a filing to the SEC. To see the filing, click here.

To receive a free e-mail notification whenever APPLIED ENERGETICS, INC. makes a similar move, sign up!

Other recent filings from the company include the following:

Post-Effective amendments for registration statement - April 21, 2021
Annual report [Section 13 and 15(d), not S-K Item 405] - April 12, 2021
Notification of inability to timely file Form 10-K 405, 10-K, 10-KSB 405, 10-KSB, 10-KT, or 10-KT405 - April 1, 2021

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