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File No. 333-_______
AND EXCHANGE COMMISSION
STATEMENT UNDER THE SECURITIES ACT
name of registrant as specified in its charter)
(State or other jurisdiction
incorporation or organization)
Classification Code Number)
W Ruthrauff Road, Suite 140Q
(Address, including zip code, and telephone number,
area code, of registrant’s principal executive offices)
W Ruthrauff Road, Suite 140Q
address, and telephone of agent for service)
Griffitts Avidor LLP
York, NY 1007
date of commencement of proposed sale to the public) As soon as practicable after the registration statement becomes effective.
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: ☒
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.
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.
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
Smaller reporting company
Emerging growth company
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
of Registration Fee
Title of each class to be registered
Amount to be
per share (2)
Common stock, $.001 par value
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.
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.
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.
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.
TO COMPLETION, DATED JANUARY 21, 2021
Shares of Common Stock
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.
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.
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.
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.
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Other recent filings from the company include the following:
Quarterly report [Sections 13 or 15(d)] - May 17, 2021
Notice of Effectiveness - April 29, 2021
Current report, items 1.01 and 9.01 - April 27, 2021
Post-Effective amendments for registration statement - April 21, 2021