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



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




SEC
File No. 333-252306















UNITED
STATES






SECURITIES
AND EXCHANGE COMMISSION






Washington,
D.C. 20549










AMENDMENT
NO. 1 TO












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 (3)


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.















(3)



Previously
paid.









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.


































EXPLANATORY
NOTE







Applied
Energetics, Inc. is filing this Amendment No.1 (the “Amendment”) to its Registration Statement on Form S-1, File No.
333- 252306 (the “Registration Statement”), as an exhibits only filing to file a corrected version of Exhibit 5.1.
Accordingly, this Amendment consists only of the facing page of the Registration Statement, this explanatory note, the Exhibit
Index contained in Item 16 of Part II of the Registration Statement, the signature page to the Registration Statement and the
refiled Exhibit 5.1. The preliminary prospectus has not changed and has been omitted from this Amendment























Item
16. Exhibits and Financial Statement Schedules:











Exhibits


:






































































































































EXHIBIT NUMBER






DESCRIPTION




2.1





Amended and Restated Plan and Agreement of Merger entered into as of March 17, 2004, by and among U.S. Home & Garden, Inc. (“USHG”), Ionatron Acquisition Corp., a wholly-owned subsidiary of USHG, Robert Kassel (for purposes of Sections 5.9, 6.2(d), 6.2(j), 9.4 and 10.10 only), Fred Heiden (for purposes of Section 9.4 only), and Ionatron, Inc. and Robert Howard, Stephen W. McCahon, Thomas C. Dearmin and Joseph C. Hayden (incorporated by reference to the comparable exhibit filed with the Registrant’s Form 8-K filed with the SEC on March 24, 2004).




3.1




Certificate of Incorporation, as amended, (incorporated by reference to the comparable exhibit filed with the Registrant’s Form 10-KSB for the fiscal year ended June 30, 1995).



3.2





Certificate of Amendment of Certificate of Incorporation of the Registrant filed with the Secretary of State of the State of Delaware on April 29, 2004 (incorporated by reference to the comparable exhibit filed with the Registrant’s Form 10-Q for the quarterly period ended March 31, 2004).




3.3





Certificate of Elimination of the 10% Series A Convertible Preferred Stock of the Registrant (incorporated by reference to the comparable exhibit filed with the Registrant’s Form 8-K filed with the SEC on October 28, 2005).




3.4





Certificate of Designation of the 6.5% Series A Redeemable Convertible Preferred Stock of the Registrant (incorporated by reference to the comparable exhibit filed with the Registrant’s 8-K filed with the SEC on October 28, 2005).




3.5





Certificate of Ownership and Merger of Applied Energetics, Inc. into Ionatron, Inc. (incorporated by reference to the comparable exhibit filed with the Registrant’s Form 8-K filed with the SEC on February 20, 2008).




3.6





Amended and Restated By-laws of the Registrant (incorporated by reference to Exhibit 3 of the Registrant’s Form 10-Q for the Quarter ended June 30, 2007).




3.7





Certificate of Amendment to Certificate of Incorporation filed with the Secretary of State of the State of Delaware on September 10, 2007. (incorporated by reference to Exhibit 3.7 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 filed on June 17, 2019).




4.1





Form of certificate evidencing Common Stock, $.001 par value, of the Registrant (incorporated by reference to Exhibit 4.1 of the Registrant’s Registration Statement on Form S-1 (Registration No. 333-38483)).




5.1





Opinion of Masur Griffitts Avidor LLP




10.1





2018 Incentive Stock Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 10-K for the fiscal year ended December 31, 2018).




10.2





Consulting and Advisory Services Agreement, effective as of February 15, 2019, by and between the Registrant and WCC Ventures, LLC (incorporated by reference to Exhibit 99 to Form 8-K filed with the SEC on February 22, 2019).




10.3





Advisory Board Agreement by and between registrant and Christopher Donaghey (Previously filed).




10.4





Executive Employment Agreement, dated as of April 18,2019, by and between the Registrant and Gregory J. Quarles (Previously filed).




10.5





Scientific Advisory Board Agreement, by and between the Registrant and Charles Hale (Previously filed.)




10.6





Consulting Agreement, by and between the Registrant and SWM Consulting, LLC (incorporated by reference to comparable exhibit filed with the Registrant’s Form 8-K filed with the SEC on May 31, 2019)




10.7





Asset Purchase Agreement, by and between the Registrant and Applied Optical Sciences, Inc. LLC (incorporated by reference to comparable exhibit filed with the Registrant’s Form 8-K filed with the SEC on May 31, 2019)




10.8





Contract/Order for Supplied and Services with the Department of the Army, dated as of March 3, 2020 (incorporated by reference to the comparable exhibit filed with the Registrant’s Form 10-K for the year ended December 31, 2019).




21





Subsidiaries (incorporated by reference to the comparable exhibit filed with the Registrant’s Form 10-K for the year ended December 31, 2006)




23.1





Consent of RBSM LLP (Previously filed.)




99.1





Compensation Committee Charter (incorporated by reference to the comparable exhibit filed with the Registrant’s Form 10-K for the year ended December 31, 2010)




99.2





Corporate Governance and Nominating Committee Charter (incorporated by reference to the comparable exhibit filed with the Registrant’s Form 10-K for the year ended December 31, 2009)




99.3





Audit Committee Charter (incorporated by reference to the comparable exhibit filed with the Registrant’s Form 10-K for the year ended December 31, 2009)











1

















SIGNATURES









Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this
Amendment No. 1 to the Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly
authorized on the 27

th

day of January, 2021.





































APPLIED
ENERGETICS, INC.
















By:



/s/
Gregory J. Quarles









Gregory
J. Quarles









Chief
Executive Officer










Pursuant
to the requirements of the Securities Act of 1933, this Amendment No. 1 to the Registration Statement on Form S-1 has been
signed below by the following persons in the capacities and on the date indicated:





































































































Name/Signature








Title








Date



















/s/
Gregory J. Quarles






Chief
Executive Officer, President, Principal Financial Officer and Director






January
27, 2021



Gregory
J. Quarles






























/s/
Bradford T. Adamczyk






Chairman
and Director






January
27, 2021



Bradford
T. Adamczyk






























/s/
Jonathan Barcklow






Vice
President and Secretary and Director






January
27, 2021



Jonathan
Barcklow






























/s/
John Schultz






Director






January
27, 2021



John
Schultz
























2




















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

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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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