As filed with the United States Securities and Exchange Commission on ~~October~~April 516, ~~2023~~2024

Registration No. 333-[*]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Applied uv, inc.

(Exact name of registrant as specified in its charter)

[Delaware]	3648	84-4373308
Nevada		3648	84-4373308
(State or Other Jurisdiction of Incorporation or Organization)	~~(Primary Standard Industrial Classification Code Number)~~	(~~I.R.S.~~Primary ~~Employer~~Standard ~~Identification~~Industrial ~~No.~~Classification Code Number)	(I.R.S. Employer Identification No.)

150 N. MacQuesten Parkway

Mount Vernon, NY 10550

(914) 665-6100

(Address, including zip code, and telephone number, including area code,

of registrant’s principal executive offices)

Max Munn

Chief Executive Officer

Applied UV, Inc.

150 N. MacQuesten Parkway

Mount Vernon, NY 10550

(914) 665-6100

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Ross D. Carmel, Esq. ~~Jeffrey P. Wofford, Esq. Sichenzia Ross Ference Carmel LLP 1185 Avenue of the Americas, 31st floor New York, New York 10036 Telephone: (212) 930-9700~~

Jeffrey P. Wofford, Esq.

Sichenzia Ross Ference Carmel LLP

1185 Avenue of the Americas, 31st Floor

New York, New York 10036

Telephone: (212) 930-9700

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

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. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) 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, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Securities Exchange Act of 1934.

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 to Section 7(a)(2)(B) of the Securities Act. ☐

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 this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the 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 is not soliciting an offer to buy these securities in any state or other jurisdiction where the offer or sale is not permitted.

Subject to Completion, dated ~~[*]~~April 16, ~~2023~~2024

PRELIMINARY PROSPECTUS

~~[*] Units~~518,065 ~~Each~~Shares ~~Unit Consisting~~ of ~~One Share of~~ Common Stock ~~or One Pre-funded Warrant to Purchase One Share of Common Stock and One Warrant to Purchase One Share of Common Stock~~

[*] Shares of Common Stock Underlying the Warrants

Applied UV, Inc.

~~Applied UV,~~This ~~Inc.~~prospectus isrelates ~~offering,~~to onthe aoffering ~~firm~~and ~~commitment,~~resale by ~~underwritten~~the ~~basis,~~selling ~~[*]~~stockholders ~~units~~identified herein (the “~~Units~~Selling Stockholders”), ~~each~~of ~~Unit~~up ~~consisting~~to ofan ~~one~~aggregate ~~share~~ of ~~our~~518,065 ~~common~~shares of common stock, par value $0.0001 ~~par value~~ per share (“~~Common~~Warrant ~~Stock~~Shares”), ~~and one warrant (“Warrant”) to purchase one share~~ of ~~Common~~Applied ~~Stock~~UV, atInc. anissuable ~~assumed~~upon ~~offering~~exercise ~~price~~ of ~~$[*]~~the ~~per~~warrants ~~share,~~(the ~~which~~“Warrants”) issued ~~was~~to the ~~last~~Selling ~~reported~~Stockholders ~~sale~~in ~~price~~a ofprivate ~~our~~placement ~~Common Stock~~ on ~~The~~ ~~Nasdaq~~April ~~Capital~~1, ~~Market~~2024 on(the ~~[*],~~“Private ~~2023~~Placement”).

The Selling Stockholders, or their ~~Units~~respective ~~have~~transferees, nopledgees, ~~stand~~donees or other successors-~~alone~~in-interest, ~~rights~~may ~~and~~sell ~~will~~the ~~not~~Warrant beShares ~~certificated~~through public or ~~issued~~private transactions asat ~~stand-alone~~prevailing ~~securities~~market prices, at prices related to prevailing market prices or at privately negotiated prices. ~~Each~~The Selling Stockholders may sell any, all or none of the Warrant Shares offered ~~hereby~~by isthis ~~immediately~~prospectus, and we do not know when or in what ~~exercisable~~amount onthe Selling Stockholders may sell their Warrant Shares hereunder following the effective date of ~~issuance~~this atregistration anstatement. We ~~exercise~~provide ~~price~~more ofinformation ~~$[*]~~about ~~per~~how ~~share~~a ofSelling ~~Common~~Stockholder ~~Stock~~may ~~underlying~~sell ~~each~~its Warrant ~~([*]%~~Shares ofin the ~~offering~~section titled “Plan of ~~price~~Distribution” ~~per~~on ~~Unit)~~page ~~and~~11 ~~will~~of ~~expire~~this ~~[*]~~prospectus.

We ~~are~~ ~~also~~will ~~offering~~not toreceive ~~each~~any ~~purchaser~~proceeds offrom ~~Units that would otherwise result in~~ the ~~purchaser’s beneficial ownership exceeding 4.99%~~sale of our ~~outstanding~~ common stock ~~immediately~~by ~~following~~ the ~~consummation~~Selling ofStockholders ~~this~~in ~~offering,~~ the ~~opportunity~~offering todescribed ~~purchase Units consisting of one pre-funded warrant (~~in ~~lieu~~this ~~of one share of common stock, each a “Pre-Funded Warrant”) and one Warrant~~prospectus. ~~Subject~~If ~~to limited~~all ~~exceptions, a holder~~ of ~~Pre-Funded Warrants will not have~~ the ~~right to exercise any portion of its Pre-Funded~~ Warrants ifmentioned ~~the~~above were ~~holder,~~exercised ~~together~~for ~~with~~cash ~~its affiliates, would beneficially own~~ in ~~excess of 4.99% (or~~full, at the ~~election~~proceeds ofwould ~~the holder, such limit may~~ be ~~increased~~ toapproximately ~~up to 9~~$8.~~99%)~~3 ~~of the number of common stock outstanding immediately after giving effect to such exercise~~million. ~~Each~~We ~~Pre-Funded Warrant~~intend ~~will be exercisable for one share of common stock. The purchase price of each Unit including a pre-funded warrant will be equal~~ to ~~the~~use ~~price per Unit including one share of common stock, minus $0.001, and~~ the ~~remaining~~net ~~exercise~~proceeds ~~price~~ of ~~each~~such ~~Pre-Funded~~warrant ~~Warrant~~exercise, ~~will~~if ~~equal $0.001 per share. The Pre-Funded Warrants will be immediately exercisable (subject to the beneficial ownership cap) and may be exercised at~~ any, ~~time~~for ~~until~~general ~~all~~corporate ofpurposes, ~~the~~including ~~Pre-Funded~~working ~~Warrants are exercised in full~~capital. ~~For~~See ~~each~~“Use ~~Unit including a Pre-Funded Warrant we sell (without regard to any limitation on exercise set forth therein), the number~~ of ~~Units including a share of common stock we are offering will be decreased on a one-for-one basis~~Proceeds.”

~~Pursuant~~We are an “emerging growth company” toand ~~the~~a ~~registration~~“smaller ~~statement~~reporting ~~related~~company” toas ~~this~~such ~~prospectus~~terms are defined under federal securities laws, weand, ~~are~~as ~~also~~such ~~registering~~have ~~the~~elected ~~shares~~to take advantage of ~~Common~~certain ~~Stock~~reduced ~~issuable~~public ~~upon~~company ~~exercise~~reporting ~~of the~~requirements ~~Warrants~~for this prospectus and ~~the~~may ~~Pre-Funded~~elect ~~Warrants~~to do so in future filings.

~~The Common~~Our ~~Stock~~common ~~and~~stock ~~Pre-Funded~~is ~~Warrants~~listed ~~can~~for ~~each~~trading beon ~~purchased~~The Nasdaq inCapital ~~this~~Market ~~Offering~~under ~~only with~~ the ~~accompanying~~trading ~~Warrant~~symbol ~~that~~“AUVI.”. isAt ~~part~~the close of abusiness ~~Unit or~~on ~~Pre-Funded~~April ~~Unit~~15, ~~respectively~~2024, ~~but~~ the ~~components~~closing price of ~~the~~our common ~~Units~~stock ~~and~~was ~~the~~$0.75. ~~Pre-Funded~~The ~~Units~~trading ~~will~~price beof ~~immediately~~our ~~separable~~common stock has been and ~~will~~may continue to be ~~issued~~, ~~separately~~subject to wide price fluctuations in ~~this~~response to ~~Offering.~~various ~~See~~factors, ~~“Description~~many of ~~Securities~~which are beyond our control, including those described under the heading “Risk Factors” beginning inon ~~this~~page ~~prospectus~~9 ~~for~~of ~~more~~this ~~information~~prospectus.

~~Our Common~~Investing ~~Stock~~in isour ~~listed~~common onstock ~~The~~involves ~~Nasdaq~~a ~~Capital~~high degree ~~Market under the symbol “AUVI.” The last reported sale price~~ of ~~our Common Stock on The Nasdaq Capital Market on [*], 2023 was $[*] per share~~risk. ~~There~~Please isread no“Risk ~~established~~Factors” ~~public~~beginning ~~trading market for the Warrants or the Pre-Funded Warrants, and we do not intend to list the Warrants or the Pre-Funded Warrants~~ on ~~any~~page ~~national~~9 ~~securities exchange or trading system. Without an active trading market, the liquidity~~ of ~~the~~this ~~Warrants and the Pre-Funded Warrants will be limited~~prospectus.

2Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The ~~final~~ ~~public~~date ~~offering price~~ of ~~the~~this ~~Units~~prospectus ~~was determined through negotiation between us and the underwriter~~is , ~~based upon a number of factors,~~ including our history and our prospects, the industry in which we operate, our past and present operating results, the previous experience of our executive officers and the general condition of the securities markets at the time of this Offering. 2024

~~We have~~TABLE ~~granted~~OF [*], as underwriter, an option, exercisable for 45 days from the date of this prospectus, to purchase up to [*] additional shares of Common Stock and/or [*] additional Pre-Funded Warrants and/or [*] Warrants (the “Over-Allotment Option”).CONTENTS

Max Munn, our founder and Chief Executive Officer, has voting control over approximately [*]% of our outstanding Common Stock and therefore we currently meet the definition of a “controlled company” under the corporate governance standards for Nasdaq listed companies and for so long as we remain a controlled company under this definition, we are eligible to utilize certain exemptions from the corporate governance requirements of The Nasdaq Stock Market LLC.

ABOUT THIS PROSPECTUS	ii
PROSPECTUS SUMMARY	1
OFFERING SUMMARY	8
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS	10
RISK FACTORS	9
USE OF PROCEEDS	10
DIVIDEND POLICY	10
DESCRIPTION OF CAPITAL STOCK	11
PLAN OF DISTRIBUTION	13
SELLING STOCKHOLDERS	15
EXPERTS	17
LEGAL MATTERS	17
WHERE YOU CAN FIND MORE INFORMATION	17
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE	17

~~We intend to use the proceeds from this Offering for general corporate purposes, including working capital. See “Use of Proceeds.”~~i

Investing in the Securities involves a high degree of risk. See “Risk Factors” beginning on page [*] of this prospectus for a discussion of information that should be considered in connection with an investment in our common stock.

Neither the Securities and Exchange Commission (“SEC”) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

We are an “emerging growth company” as that term is used in the Jumpstart Our Business Startups Act of 2012, and we have elected to comply with certain reduced public company reporting requirements.

Per Unit

Total

Public offering price

Underwriting compensation(1)

Proceeds, before expenses, to us(2)

(1) Represents a cash fee equal to [*]% of the aggregate purchase price paid by investors in this offering. See “Underwriting” beginning on page [*] of this prospectus for a description of the compensation to be received by the underwriter. (2) The amount of offering proceeds to us presented in this table does not give effect to any exercise of the Warrants or the Pre-Funded Warrants.

The registration statement of which this prospectus is a part also covers the underwriter’s warrants and the Common Stock issuable upon the exercise thereof. For additional information regarding our arrangement with the underwriter, please see “Underwriting” beginning on page [*].

The underwriter[s] expect to deliver the shares against payment on ________________, 2023.

[*]

The date of this prospectus is ________________, 2023

Table of Contents

ABOUT THIS PROSPECTUS	5
PROSPECTUS SUMMARY	6
SUMMARY OF THE OFFERING	13
RISK FACTORS	14
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS	18
USE OF PROCEEDS	18
CAPITALIZATION	18
DILUTION	20
DESCRIPTION OF SECURITIES	21
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES	24
PLAN OF DISTRIBUTION
EXPERTS	35
LEGAL MATTERS	35
WHERE YOU CAN FIND MORE INFORMATION	35
INCORPORATION OF DOCUMENTS BY REFERENCE	35

You should rely only on the information contained in this prospectus or any prospectus supplement or amendment. Neither we nor the underwriter have authorized any other person to provide you with information that is different from, or adds to, that contained in this prospectus. If anyone provides you with different or inconsistent information, you should not rely on it. Neither we nor the underwriter take responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. You should assume that the information contained in this prospectus or any free writing prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of the Securities. Our business, financial condition, results of operations and prospects may have changed since that date. We are not making an offer of any securities in any jurisdiction in which such offer is unlawful.

No action is being taken in any jurisdiction outside the United States to permit a public offering of the Securities or possession or distribution of this prospectus in that jurisdiction. Persons who come into possession of this prospectus in jurisdictions outside the United States are required to inform themselves about and to observe any restrictions as to this Offering and the distribution of this prospectus applicable to that jurisdiction.

ABOUT THIS PROSPECTUS

This prospectus describes the general manner in which the Selling Stockholders may offer from time to time up to 518,065 Warrant Shares. You should rely only on the information contained in this prospectus and the related exhibits, any prospectus supplement or amendment thereto and the documents incorporated by reference, or to which we have referred you, before making your investment decision. Neither we nor the Selling Stockholders have authorized anyone to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. This prospectus, any prospectus supplement or amendments thereto do not constitute an offer to sell, or a solicitation of an offer to purchase, the common stock offered by this prospectus, any prospectus supplement or amendments thereto in any jurisdiction to or from any person to whom or from whom it is unlawful to make such offer or solicitation of an offer in such jurisdiction. You should not assume that the information contained in this prospectus, any prospectus supplement or amendments thereto, as well as information we have previously filed with the U.S. Securities and Exchange Commission (“SEC”), is accurate as of any date other than the date on the front cover of the applicable document.

If necessary, the specific manner in which the shares of common stock may be offered and sold will be described in a supplement to this prospectus, which supplement may also add, update or change any of the information contained in this prospectus. To the extent there is a conflict between the information contained in this prospectus and any prospectus supplement, you should rely on the information in such prospectus supplement, provided that if any statement in one of these documents is inconsistent with a statement in another document having a later date — for example, a document incorporated by reference in this prospectus or any prospectus supplement — the statement in the document having the later date modifies or supersedes the earlier statement.

Neither the delivery of this prospectus nor any distribution of common stock pursuant to this prospectus shall, under any circumstances, create any implication that there has been no change in the information set forth or incorporated by reference into this prospectus or in our affairs since the date of this prospectus. Our business, financial condition, results of operations and prospects may have changed since such date.

ABOUT THIS PROSPECTUS

Throughout this prospectus, unless otherwise designated or the context suggests otherwise:

•● all references to the “Company,” the “registrant,” “AUVI,” “Applied UV,” “we,” “our,” or “us” in this prospectus mean Applied UV, Inc., a ~~Delaware~~Nevada corporation;

•● “year” or “fiscal year” mean the year ending December 31st; and

•● all dollar or $ references when used in this prospectus refer to United States dollars;

The industry and market data and other statistical information, if any, contained in this prospectus are based on our own estimates, independent publications, government publications, reports by market research firms or other published independent sources, and, in each case, are believed by us to be reasonable estimates. Although we believe these sources are reliable, we have not independently verified the information.

iii

PROSPECTUS SUMMARY

This summary provides a brief overview of the key aspects of our business and our securities. The reader should read the entire prospectus carefully, especially the risks of investing in our common stock discussed under “Risk Factors.” Some of the statements contained in this prospectus, including statements under this section and “Risk Factors” as well as those noted in the documents incorporated herein by reference, are forward-looking statements and may involve a number of risks and uncertainties. Our actual results and future events may differ significantly based upon a number of factors. The reader should not put undue reliance on the forward-looking statements in this document, which speak only as of the date on the cover of this prospectus.

Corporate Overview

Applied UV, Inc. (“AUVI”) was incorporated in Delaware on February 26, 2019. On October 25, 2023, AUVI re-domesticated from the State of Delaware to the State of Nevada pursuant to that certain Agreement and Plan of Merger dated as of September 1, 2023 (the “Merger Agreement,” and such merger, the “Merger”), by and between the Company and Applied UV, Inc., a Nevada corporation and a wholly owned subsidiary of the Company (“Applied UV, Inc. (Nevada)”). The Merger involved the Company merging with and into Applied UV, Inc. (Nevada), with Applied UV, Inc. (Nevada) as the surviving corporation and the successor to the Company.

AUVI operates through two wholly owned subsidiaries, SteriLumen, Inc. (“SteriLumen”) and Munn Works, LLC (“MunnWorks”). SteriLumen was incorporated in New York on December 8, 2016. MunnWorks was organized as a limited liability company in New York on November 9, 2012.

Business and Corporate History

AUVI is a leading sales and marketing company that develops, acquires, markets and sells proprietary surface and air disinfection technology focused on improving indoor air quality (IAQ), specialty LED lighting and luxury mirrors and commercial furnishings, all of which serves clients globally in the healthcare, commercial and public venue, hospitality, food preservation, cannabis, education, and winery vertical markets.

With its established, strategic manufacturing partnerships and alliances, including Canon, Acuity, Johnson Controls, USHIO, Siemens, Grainger, and a global network of 89 dealers and distributors in 52 countries, 47 manufacturing representatives, and 19 U.S.-based internal sales representatives, AUVI offers a complete suite of products through SteriLumen and MunnWorks.

SteriLumen owns, brands, and markets a portfolio of research-backed and clinically proven products utilizing advanced UVC Carbon, Broad Spectrum UVC LED’s, and photo-catalytic oxidation (PCO) pathogen elimination technology, branded as Airocide ™, Scientific Air™, Airoclean™ 420, Lumicide™, PUROAir, PUROHealth, PURONet, and LED Supply Company. Sterilumen’s proprietary platform suite of patented surface and air technologies offers one of the most complete pathogen disinfection platforms including mobile, fixed, and HVAC systems and software solutions interconnecting its entire portfolio suite into the IoT, allowing customers to implement, manage and monitor IAQ measures recommended by the EPA across any enterprise. Additionally, the Lumicide™ platform applies the power of ultraviolet light (UVC) to destroy pathogens automatically, addressing the challenge of healthcare-acquired infections in several patented designs for infection control in healthcare. LED Supply Company is a full-service, wholesale distributor of LED lighting and controls throughout North America.

MunnWorks manufactures and sells custom luxury and backlit mirrors, conference room and living spaces furnishings.

Our global list of Fortune 100 end users, including Kaiser Permanente, NY Health+Hospitals, MERCY Healthcare, University of Chicago Medical, Baptist Health South Florida, New York City Transit, Samsung, JB Hunt, Boston Red Sox’s Fenway Park, JetBlue Park, France’s Palace of Versailles, Whole Foods, Del Monte Foods, U.S. Department of Veterans Affairs, Marriott, Hilton, Four Seasons and Hyatt, and more. For information on AUVI and its subsidiaries, please visit www.applieduvinc.com. The information on, or that may be accessed through, our website is not a part of this prospectus.

Air Disinfection Solutions & LED Lighting: Airocide, Scientific Air, PURO and LED Supply Co.

In February of 2021, we acquired all the assets and assumed certain liabilities of Akida Holdings, LLC (“Akida”). At the time of the acquisition, Akida owned the Airocide™ system of air purification technologies, originally developed for the National Aeronautics and Space Administration (“NASA”) with assistance from the University of Wisconsin at Madison, that uses a combination of UVC and a proprietary, titanium dioxide based photocatalyst that has helped to accelerate the reopening of the global economy with applications in the hospitality, hotel, healthcare, nursing home, grocer, wine, commercial building and retail sectors. The Airocide™ system has been used by brands such as NASA, Whole Foods, Dole, Chiquita, Opus One, Sub-Zero Refrigerators and Robert Mondavi Wines. Akida had contracted KES Science & Technology, Inc. (“KES”) to manufacture, warehouse and distribute the Airocide™ system and Akida’s contractual relationship with KES was assigned to and assumed by us as part of the acquisition.

On September 28, 2021, we acquired all the assets and assumed certain liabilities of KES. At the time of the acquisition, KES was principally engaged in the manufacturing and distribution of the Airocide™ system of air purification technologies and misting systems. KES also had the exclusive right to the sale and distribution of the Airocide™ system in certain markets. This acquisition consolidated all of manufacturing, sale and distribution of the Airocide™ system under the SteriLumen brand and expanded our market presence in food distribution, post-harvest produce, wineries and retail sectors. We sell our products throughout the United States, Canada and Europe.

The Airocide™ system of air purification technologies, originally developed for the National Aeronautics and Space Administration (“NASA”) with assistance from the University of Wisconsin at Madison, uses a combination of UVC and a proprietary, titanium dioxide based photocatalyst to eliminate airborne bacteria, mold, fungi, viruses, volatile organic compounds and many odors. The core Airocide™ technology has been in use on the International Space Station and is based on photo-catalytic oxidation (PCO), a bioconversion process that continuously converts damaging molds, microorganisms, dangerous pathogens, destructive volatile organic chemicals (VOCs) and biological gasses into harmless water vapor. Unlike other air purification systems that provide “active” air cleaning, ozone producing systems, ionization or “photo-electrochemical oxidation,” Airocide’s™ nanocoating technology permanently bonds titanium dioxide to the surface of the catalytic bed. This permits the perpetual generation of surface-bound (OH-) radicals over the large surface area created by their advanced geometric design and prevents the generation and release of ozone and other harmful byproducts. The proprietary formulation and methods for creating the catalyst are the basis of Airocide’s™ competitive advantage, making it the only consistently robust, highly effective, ozone free PCO technology on the market. Airocide™ has been tested over the past 12 years by governmental agencies such as NASA, the National Renewable Energy Laboratory, independent universities including the University of Wisconsin, Texas Tech University, and Texas A&M, as well as air quality science laboratories. Airocide™ technology is listed as a FDA Class II Medical Device, making it a suitable for providing medical grade air purification in critical hospital use cases. Airocide™ Product lines include APS (consumer units), the GCS and HD lines (commercial units that will include the Sterilumen App to bring connectivity, reporting and asset management to our suite of products). The APS series provides true choice, low maintenance filter-less PCO or a filtered PCO air purification option ideal for restaurants, conference rooms, residential and small business or home office spaces. The GCS series is suitable for larger public spaces and enclosed rooms that may have high occupancy such as offices, waiting rooms and hotel lobbies, and airport gate areas. The HD series is the most powerful, providing two-stage purification for fast sanitization of larger or industrial spaces such as sporting venues and locker rooms, airports, museums, winery cellars, warehouses, and food-processing facilities. All Airocide™ products also extend the life of any perishables like fruit, produce or flowers.

On October 13, 2021, we acquired substantially all of the assets of Old SAM Partners, LLC f/k/a Scientific Air Management, LLC, which owned a line of air purification technologies (“Scientific Air”). The Scientific Air product line uses a combination of UVC and a proprietary, patented system to eliminate airborne bacteria, mold, fungi, viruses, volatile organic compounds, and many odors without producing any harmful by-products. Scientific Air’s products are well suited for larger spaces within a facility due to the higher air flow of these units. The units are also mobile with industrial grade casters, allowing for movement throughout a facility to address increased bio burden from larger meetings or increased human traffic. Both of these key items extend our Airocide line, creating a comprehensive air disinfection portfolio that spans from small to large spaces and mobile applications. Scientific Air’s products are currently sold predominantly in North America and into the healthcare market.

PURO Lighting

On January 26, 2023, we acquired PURO Lighting LLC (“PURO”) and its operating subsidiaries (the “PURO Acquisition”) pursuant to an agreement and plan of merger dated December 19, 2022 (the “PURO Merger Agreement”).

PURO Lighting was founded in 2019 with the goal of using light technology to promote health and wellness within spaces. Today PURO provides a suite of UV disinfection systems that have the ability to disinfect air and surfaces in commercial and industrial spaces. They focus their sales efforts in three primary verticals: Education, Government, and Healthcare. The acquisition of Puro Lighting, LLC adds PUROHealth and PURONet - a powerful suite of products used in education, government, and healthcare that incorporates UV Lighting and a HVAC monitoring software platform. With its UL listed and patented portfolio of independently tested (Resinnova Labs) synergistic surface and air disinfection technologies that help facility managers protect against multiple pathogens; PURO opens new opportunities for cross marketing sales to existing distribution channels. Additionally, the potential to inter-connect our entire portfolio of disinfection technology solutions into the IoT will provide our customers with both products and smart tools to manage and monitor indoor air quality (IAQ) across any enterprise. PURO’s proprietary platform suite of patented technologies offers the most complete pathogen disinfection platform including mobile, fixed and HVAC systems and solutions allowing companies to implement the IAQ measures recommended by the EPA. PURO boast a strong domestic sales network with reps in 43 states, and distribution in all 50 states. Their product offerings encompass a range of innovative solutions, including UVC systems for air handling, in-room continuous disinfection using cutting-edge Far-UVC technology, and specialized surface disinfection solutions designed specifically for the healthcare industry.

The Puro Acquisition further positions the Company to address a growing air disinfection market trend that aligns with the White House “Clean Air Initiatives” implemented during the height of the COVID 19 pandemic designed to protect consumers and businesses against existing and future airborne pathogens allowing economies globally to remain open. The merged entities have proven applications that can now be included in improving IAQ at the facility level, including HVAV systems in public, government, municipal, retail spaces and buildings. The Puro Acquisition positions AUVI to be one of the only companies in the world to offer a complete air and surface disinfection platform that includes consumer, fixed and mobile, and commercial applications that are research backed, clinically tested and that are used by global Fortune 100 end users in multiple verticals.

LED Supply Company

On January 26, 2023, we acquired LED Supply Co. LLC (“LED Supply”) and its operating subsidiaries (the “LED Acquisition”) pursuant to an agreement and plan of merger dated December 19, 2022 (the “LED Merger Agreement”).

Founded in 2009, LED Supply is a national, Colorado-based company that provides design, distribution and implementation services for lighting, controls and smart building technologies. LED Supply continues to expand its market reach with a focus on new types of energy efficiency and sustainable technologies. Along with its robust e-commerce component, LED Supply has recently taken the next step in revenue growth by repositioning itself as a preferred supplier for not only the latest in LED technologies, but the source for emerging technologies and product categories that the construction and retrofit market need; from electric vehicle charging to smart home technology, emergency and safety equipment and much more.

We see synergies across our entire air and surface disinfection portfolio. First, we look to leverage Airocide’s global distribution capabilities to facilitate the sale of Scientific Air’s and PURO’s offerings internationally. Second, we look to leverage PURO’s strength in healthcare to pull through existing Airocide™ units, creating a broad healthcare product line, from small clinics, patient rooms and doctor’s offices to larger spaces such as nursing stations, waiting rooms and cafeterias. Third, we look to leverage the national MunnWorks hospitality reach with leading luxury hotel chain operators to pull through our entire air and surface disinfection portfolio (Airocide™ and Lumicide™) as well as PURO’s offerings into future hotel, condo and other renovation, upgrade and remodeling projects. Fourth, we will look to work with Canon Virginia, Inc.’s (“CVI”) extensive field support team to promote the sale of our products as well as service capabilities. Finally, we look to incorporate PUROAir, PUROHealth and PURONet (a powerful suite of products used in healthcare that incorporates UV Lighting and a HVAC monitoring software platform) into our IoT integration plans via the Sterilumen App across our entire platform connecting all our units, thereby creating a leading smart asset management, reporting and control system tool that can be incorporated across all enterprises.

Market Opportunity

According to Research and Markets, the UV disinfection market is expected to reach $9 billion by 2027 as technology continues to improve and the focus on stopping the spread of contagious diseases increases. According to the Center for Disease Control (CDC) states that 1 in 31 patients have at least one Hospital Associated Infection (HAI) annually and that 3 million serious infections occur every year in long-term care facilities. Losses from contagious infections, pathogens, and viruses cost the U.S. economy more than $270 billion every year as per the CDC: $28 billion lost through HAIs; $225 billion in lost productivity due to absenteeism; and $25 billion in losses due to student and teacher absenteeism. Scientists globally have been advocating improving air quality post pandemic, significantly boosting global adoption to control airborne pathogen transmission. Governments globally are mandating health agencies to address improving indoor air quality (IAQ) via grants and mechanisms to ease visitation and protect facilities against future pathogen.

Indoor air quality (IAQ) has become an even more important issue as world economies transition beyond the COVID 19 pandemic. In 2021, 39 scientists reiterated the need for a “paradigm shift” and called for improvements in, “how we view and address the transmission of respiratory infections to protect against unnecessary suffering and economic losses.” In mid-2022, the industry began to see this seismic shift from pandemic-related mobile apparatuses to complete systems within systems for facilities designed to monitor, improve, and report on a more permanent basis. While there are opportunities for mobile systems, our emphasis will be on this growing market trend.

In addition to this, the global air purifier market size is set to grow exponentially. It was valued at $9.24 billion in 2021 and is predicted to grow to approximately $22.84 billion by 2030. According to Precedence Research, the immense demand for air purification and sterilization in the US will be driven by the commercial sector.

Our goal is to build a company that successfully designs, develops, and markets our air and surface disinfection solutions that will enable US and global economies to implement “Clean Air” initiatives aimed at improving indoor air quality (IAQ) as recommended by the U.S. Environmental Protection Agency. We will seek to achieve this goal by having our products actively involved in the following activities:

(a) Focus on key target verticals that have proven business use cases, including:

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Post-Harvest and Distribution/Logistics from “farm-to-table” (Winery, Dairy, Meat and Seafood)

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Food Preservation

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Hospitals, Long-Term Care and Dental

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Commercial (HVAC)

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Hospitality

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Hotels and Restaurants

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Education

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Sports Arenas

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Cannabis

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Correctional Facilities

(b) In addition to further developing Airocide, Scientific Air, PURO, Lumicide and LED Supply specific sales efforts, we intend to leverage the Company’s hospitality business (MunnWorks) for cross-selling opportunities of our air purification and surface disinfectant solutions and products. Our initial research indicates that the key stakeholders in this market value the asset management and reporting capabilities of our platform and provide key points of differentiation.

(d) We will and continue scientific validation through lab testing and data from real world deployments, including publish case studies in peer reviewed journals.

Manufacturing

In an effort to improve operationally, after analyzing each of the points in our supply chain to tighten integration to optimize inventory, improve quality control and mitigate against supply chain disruptions that were witnessed globally throughout the pandemic, on December 18th, 2022, we announced that we signed a strategic manufacturing and related services agreement with CVI, a global manufacturing, engineering and technical operation for the Canon family and a wholly owned subsidiary of Canon U.S.A, Inc. The agreement establishes CVI’s status as the primary manufacturer, assembler and logistical authority for our entire suite of air purification solutions. The Manufacturing Agreement, the first of a series of anticipated agreements, enables us to leverage the resources of CVI’s two million-square-foot state-of-the-art engineering, manufacturing and distribution facility. We plan to leverage CVI’s almost 40 years of innovative and efficient production methods to manufacture our patented, FDA Class II Listed Airocide PCO commercial and consumer devices, as well as the patented advanced Activated Carbon UVC and HEPA Mobile disinfection Scientific Air portfolio. From an R&D perspective, working closely with Canon, we are also beginning to formulate our new product roadmap and making substantial improvements to our entire line of mobile and fixed air purification products, further differentiating our patented PCO and UVC Carbon based solutions from that of our competition. We also plan to collaborate with Canon Financial Services, Inc. to enable better cash flow management in regard to its growing supply chain requirements. Further, we will look to work with CVI’s extensive field support team to promote the sale of our products, as well as service capabilities.

PROSPECTUS SUMMARY This summary provides a brief overview of the key aspects of our business and our securities. The reader should read the entire prospectus carefully, especially the risks of investing in the Securities, as discussed under “Risk Factors.” Some of the statements contained in this prospectus, including statements under “Summary” and “Risk Factors” as well as those noted in the documents incorporated herein by reference, are forward-looking statements and may involve a number of risks and uncertainties. Our actual results and future events may differ significantly based upon a number of factors. The reader should not put undue reliance on the forward-looking statements in this prospectus, which speak only as of the date on the cover of this prospectus. Corporate Overview Applied UV, Inc. (“AUVI”) was incorporated in Delaware on February 26, 2019. [AUVI is currently in the process of re-domesticating from the State of Delaware to the State of Nevada pursuant to that certain Agreement and Plan of Merger dated as of September 1, 2023 (the “Merger Agreement,” and such merger, the “Merger”), by and between the Company and Applied UV, Inc., a Nevada corporation and a wholly owned subsidiary of the Company (“Applied UV, Inc. (Nevada)”). The Merger will involve the Company merging with and into Applied UV, Inc. (Nevada), with Applied UV, Inc. (Nevada) as the surviving corporation and the successor to the Company]. AUVI operates through two wholly owned subsidiaries, SteriLumen, Inc. (“SteriLumen”) and Munn Works, LLC (“MunnWorks”). SteriLumen was incorporated in New York on December 8, 2016. MunnWorks was organized as a limited liability company in New York on November 9, 2012. Business and Corporate History AUVI is a leading sales and marketing company that develops, acquires, markets and sells proprietary surface and air disinfection technology focused on improving indoor air quality (IAQ), specialty LED lighting and luxury mirrors and commercial furnishings, all of which serves clients globally in the healthcare, commercial and public venue, hospitality, food preservation, cannabis, education, and winery vertical markets. With its established, strategic manufacturing partnerships and alliances, including Canon, Acuity, Johnson Controls, USHIO, Siemens, Grainger, and a global network of 89 dealers and distributors in 52 countries, 47 manufacturing representatives, and 19 U.S.-based internal sales representatives, AUVI offers a complete suite of products through SteriLumen and MunnWorks. SteriLumen owns, brands, and markets a portfolio of research-backed and clinically proven products utilizing advanced UVC Carbon, Broad Spectrum UVC LED’s, and photo-catalytic oxidation (PCO) pathogen elimination technology, branded as Airocide ™, Scientific Air™, Airoclean™ 420, Lumicide™, PUROAir, PUROHealth, PURONet, and LED Supply Company. Sterilumen’s proprietary platform suite of patented surface and air technologies offers one of the most complete pathogen disinfection platforms including mobile, fixed, and HVAC systems and software solutions interconnecting its entire portfolio suite into the IoT, allowing customers to implement, manage and monitor IAQ measures recommended by the EPA across any enterprise. Additionally, the Lumicide™ platform applies the power of ultraviolet light (UVC) to destroy pathogens automatically, addressing the challenge of healthcare-acquired infections in several patented designs for infection control in healthcare. LED Supply Company is a full-service, wholesale distributor of LED lighting and controls throughout North America. MunnWorks manufactures and sells custom luxury and backlit mirrors, conference room and living spaces furnishings. Our global list of Fortune 100 end users, including Kaiser Permanente, NY Health+Hospitals, MERCY Healthcare, University of Chicago Medical, Baptist Health South Florida, New York City Transit, Samsung, JB Hunt, Boston Red Sox’s Fenway Park, JetBlue Park, France’s Palace of Versailles, Whole Foods, Del Monte Foods, U.S. Department of Veterans Affairs, Marriott, Hilton, Four Seasons and Hyatt, and more. For information on AUVI and its subsidiaries, please visit www.applieduvinc.com. The information on, or that may be accessed through, our website is not a part of this prospectus. Air Disinfection Solutions & LED Lighting: Airocide, Scientific Air, PURO and LED Supply Co. In February of 2021, we acquired all the assets and assumed certain liabilities of Akida Holdings, LLC (“Akida”). At the time of the acquisition, Akida owned the Airocide™ system of air purification technologies, originally developed for the National Aeronautics and Space Administration (“NASA”) with assistance from the University of Wisconsin at Madison, that uses a combination of UVC and a proprietary, titanium dioxide based photocatalyst that has helped to accelerate the reopening of the global economy with applications in the hospitality, hotel, healthcare, nursing home, grocer, wine, commercial building and retail sectors. The Airocide™ system has been used by brands such as NASA, Whole Foods, Dole, Chiquita, Opus One, Sub-Zero Refrigerators and Robert Mondavi Wines. Akida had contracted KES Science & Technology, Inc. (“KES”) to manufacture, warehouse and distribute the Airocide™ system and Akida’s contractual relationship with KES was assigned to and assumed by us as part of the acquisition. On September 28, 2021, we acquired all the assets and assumed certain liabilities of KES. At the time of the acquisition, KES was principally engaged in the manufacturing and distribution of the Airocide™ system of air purification technologies and misting systems. KES also had the exclusive right to the sale and distribution of the Airocide™ system in certain markets. This acquisition consolidated all of manufacturing, sale and distribution of the Airocide™ system under the SteriLumen brand and expanded our market presence in food distribution, post-harvest produce, wineries and retail sectors. We sell our products throughout the United States, Canada and Europe.Employees

As of April 16, 2024, we had 131 employees.

Corporate Information

Our principal executive offices are located at 150 N. MacQuesten Parkway, Mount Vernon, NY 10550. Our website address is www.applieduvinc.com.

Controlled Company

Max Munn, our founder and Chief Executive Officer, has voting control over approximately 70% of our outstanding voting stock and therefore we currently meet the definition of a “controlled company” under the corporate governance standards for Nasdaq listed companies and for so long as we remain a controlled company under this definition, we are eligible to utilize certain exemptions from the corporate governance requirements of Nasdaq.

As long as Mr. Munn owns at least 50% of the voting power of our Company, we will be a “controlled company” as defined under the Nasdaq rules.

For so long as we are a controlled company under that definition, we are permitted to rely on certain exemptions from corporate governance rules, including:

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an exemption from the rule that a majority of our Board of Directors (“Board”) must be independent directors;

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an exemption from the rule that the compensation of our chief executive officer must be determined or recommended solely by independent directors; and

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an exemption from the rule that our director nominees must be selected or recommended solely by independent directors.

Although we do not intend to rely on the “controlled company” exemption under Nasdaq listing rules, we could elect to rely on this exemption in the future. If we elect to rely on the “controlled company” exemption, a majority of the members of our Board might not be independent directors and our nominating and corporate governance and compensation committees might not consist entirely of independent directors.

As a result, you will not have the same protection afforded to shareholders of companies that are subject to these corporate governance requirements.

Implications of Being an Emerging Growth Company

We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). We will remain an emerging growth company until the earlier of (i) the last day of the fiscal year following the fifth anniversary of the date of the first sale of our Common Stock pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”); (ii) the last day of the fiscal year in which we have total annual gross revenues of $1.235 billion or more; (iii) the date on which we have issued more than $1 billion in nonconvertible debt during the previous three years; or (iv) the date on which we are deemed to be a large accelerated filer under applicable SEC rules. We expect that we will remain an emerging growth company for the foreseeable future, but cannot retain our emerging growth company status indefinitely and will no longer qualify as an emerging growth company on or before the last day of the fiscal year following the fifth anniversary of the date of the first sale of our Common Stock pursuant to an effective registration statement under the Securities Act. For so long as we remain an emerging growth company, we are permitted and intend to rely on exemptions from specified disclosure requirements that are applicable to other public companies that are not emerging growth companies.

~~The~~These ~~Airocide™~~exemptions system of air purification technologies, originally developed for the National Aeronautics and Space Administration (“NASA”) with assistance from the University of Wisconsin at Madison, uses a combination of UVC and a proprietary, titanium dioxide based photocatalyst to eliminate airborne bacteria, mold, fungi, viruses, volatile organic compounds and many odors. The core Airocide™ technology has been in use on the International Space Station and is based on photo-catalytic oxidation (PCO), a bioconversion process that continuously converts damaging molds, microorganisms, dangerous pathogens, destructive volatile organic chemicals (VOCs) and biological gasses into harmless water vapor. Unlike other air purification systems that provide “active” air cleaning, ozone producing systems, ionization or “photo-electrochemical oxidation,” Airocide’s™ nanocoating technology permanently bonds titanium dioxide to the surface of the catalytic bed. This permits the perpetual generation of surface-bound (OH-) radicals over the large surface area created by their advanced geometric design and prevents the generation and release of ozone and other harmful byproducts. The proprietary formulation and methods for creating the catalyst are the basis of Airocide’s™ competitive advantage, making it the only consistently robust, highly effective, ozone free PCO technology on the market. Airocide™ has been tested over the past 12 years by governmental agencies such as NASA, the National Renewable Energy Laboratory, independent universities including the University of Wisconsin, Texas Tech University, and Texas A&M, as well as air quality science laboratories. Airocide™ technology is listed as a FDA Class II Medical Device, making it a suitable for providing medical grade air purification in critical hospital use cases. Airocide™ Product lines include APS (consumer units), the GCS and HD lines (commercial units that will include the Sterilumen App to bring connectivity, reporting and asset management to our suite of products). The APS series provides true choice, low maintenance filter-less PCO or a filtered PCO air purification option ideal for restaurants, conference rooms, residential and small business or home office spaces. The GCS series is suitable for larger public spaces and enclosed rooms that may have high occupancy such as offices, waiting rooms and hotel lobbies, and airport gate areas. The HD series is the most powerful, providing two-stage purification for fast sanitization of larger or industrial spaces such as sporting venues and locker rooms, airports, museums, winery cellars, warehouses, and food-processing facilities. All Airocide™ products also extend the life of any perishables like fruit, produce or flowers. On October 13, 2021, we acquired substantially all of the assets of Old SAM Partners, LLC f/k/a Scientific Air Management, LLC, which owned a line of air purification technologies (“Scientific Air”). The Scientific Air product line uses a combination of UVC and a proprietary, patented system to eliminate airborne bacteria, mold, fungi, viruses, volatile organic compounds, and many odors without producing any harmful by-products. Scientific Air’s products are well suited for larger spaces within a facility due to the higher air flow of these units. The units are also mobile with industrial grade casters, allowing for movement throughout a facility to address increased bio burden from larger meetings or increased human traffic. Both of these key items extend our Airocide line, creating a comprehensive air disinfection portfolio that spans from small to large spaces and mobile applications. Scientific Air’s products are currently sold predominantly in North America and into the healthcare market. PURO Lighting On January 26, 2023, we acquired PURO Lighting LLC (“PURO”) and its operating subsidiaries (the “PURO Acquisition”) pursuant to an agreement and plan of merger dated December 19, 2022 (the “PURO Merger Agreement”) for (i) $1,700,720 in the obligations to pay certain PURO debt and transaction costs, (ii) 2,497,220 shares of our Common Stock (iii) 251,108 shares of our 5% Series C Cumulative Perpetual Preferred Stock, par value $0.0001 per share (the “Series C Preferred Stock”) and (iv) the payment to PURO former equity interest holders of earnout payments on the terms and conditions described in the PURO Merger Agreement. In connection with our acquisition of PURO, we also entered into a Note Purchase and Cancellation Agreement dated as of January 5, 2023, with PURO Lighting, LLC, and Acuity Brands Lighting, Inc., which provided for our purchase and cancellation of a $5 million promissory note issued by PURO to Acuity Brands Lighting, Inc. in exchange for $2.5 million in cash and the issuance to Acuity Brands Lighting, Inc. 1,250,000 shares of our 2% Series B Cumulative Perpetual Preferred Stock (the “Series B Preferred Stock”). PURO Lighting was founded in 2019 with the goal of using light technology to promote health and wellness within spaces. Today PURO provides a suite of UV disinfection systems that have the ability to disinfect air and surfaces in commercial and industrial spaces. They focus their sales efforts in three primary verticals: Education, Government, and Healthcare. The acquisition of Puro Lighting, LLC adds PUROHealth and PURONet - a powerful suite of products used in education, government, and healthcare that incorporates UV Lighting and a HVAC monitoring software platform. With its UL listed and patented portfolio of independently tested (Resonova Labs) synergistic surface and air disinfection technologies that help facility managers protect against multiple pathogens; PURO opens new opportunities for cross marketing sales to existing distribution channels. Additionally, the potential to inter-connect our entire portfolio of disinfection technology solutions into the IoT will provide our customers with both products and smart tools to manage and monitor indoor air quality (IAQ) across any enterprise. AUVI’s proprietary platform suite of patented technologies offers the most complete pathogen disinfection platform including mobile, fixed and HVAC systems and solutions allowing companies to implement the IAQ measures recommended by the EPA. PURO boast a strong domestic sales network with reps in 43 states, and distribution in all 50 states. Their product offerings encompass a range of innovative solutions, including UVC systems for air handling, in-room continuous disinfection using cutting-edge Far-UVC technology, and specialized surface disinfection solutions designed specifically for the healthcare industry. The Puro Acquisition further positions the Company to address a growing air disinfection market trend that aligns with the White House “Clean Air Initiatives” implemented during the height of the COVID 19 pandemic designed to protect consumers and businesses against existing and future airborne pathogens allowing economies globally to remain open. The merged entities have proven applications that can now be included in improving IAQ at the facility level, including HVAV systems in public, government, municipal, retail spaces and buildings. The Puro Acquisition positions AUVI to be one of the only companies in the world to offer a complete air and surface disinfection platform that includes consumer, fixed and mobile, and commercial applications that are research backed, clinically tested and that are used by global Fortune 100 end users in multiple verticals.

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being permitted to provide only two years of audited financial statements, in addition to any required unaudited interim financial statements, with correspondingly reduced “Management’s Discussion and Analysis of Financial Condition and Results of Operations” disclosure;

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not being required to comply with the requirement of auditor attestation of our internal controls over financial reporting;

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not being required to comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements;

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reduced disclosure obligations regarding executive compensation; and

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not being required to hold a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

We have taken advantage of certain reduced reporting requirements in this prospectus. Accordingly, the information contained herein may be different than the information you receive from other public companies in which you hold stock.

An emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. This allows an emerging growth company to delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have irrevocably elected to avail ourselves of this extended transition period and, as a result, we will not be required to adopt new or revised accounting standards on the dates on which adoption of such standards is required for other public reporting companies.

We are also a “smaller reporting company” as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and have elected to take advantage of certain of the scaled disclosure available for smaller reporting companies.

~~LED~~SUMMARY OF ~~Supply~~THE Company On January 26, 2023, we acquired LED Supply Co. LLC (“LED Supply”) and its operating subsidiaries (the “LED Acquisition”) pursuant to an agreement and plan of merger dated December 19, 2022 (the “LED Merger Agreement”) for (i) $3,179,672 in the obligations to pay certain LED debt and transaction costs, (ii) 275,555 shares of our Common Stock, (iii) 148,888 shares of our 5% Series C Cumulative Perpetual Preferred Stock, par value $0.0001 per share (the “Series C Preferred Stock”) and (iv) the payment to LED former equity interest holders of earnout payments on the terms and conditions described in the LED Merger Agreement. Founded in 2009, LED Supply is a national, Colorado-based company that provides design, distribution and implementation services for lighting, controls and smart building technologies. LED Supply continues to expand its market reach with a focus on new types of energy efficiency and sustainable technologies. Along with its robust e-commerce component, LED Supply has recently taken the next step in revenue growth by repositioning itself as a preferred supplier for not only the latest in LED technologies, but the source for emerging technologies and product categories that the construction and retrofit market need; from electric vehicle charging to smart home technology, emergency and safety equipment and much more. We see synergies across our entire air and surface disinfection portfolio. First, we look to leverage Airocide’s global distribution capabilities to facilitate the sale of Scientific Air’s and PURO’s offerings internationally. Second, we look to leverage PURO’s strength in healthcare to pull through existing Airocide™ units, creating a broad healthcare product line, from small clinics, patient rooms and doctor’s offices to larger spaces such as nursing stations, waiting rooms and cafeterias. Third, we look to leverage the national MunnWorks hospitality reach with leading luxury hotel chain operators to pull through our entire air and surface disinfection portfolio (Airocide™ and Lumicide™) as well as PURO’s offerings into future hotel, condo and other renovation, upgrade and remodeling projects. Fourth, we will look to work with Canon Virginia, Inc.’s (“CVI”) extensive field support team to promote the sale of our products as well as service capabilities. Finally, we look to incorporate PUROAir, PUROHealth and PURONet (a powerful suite of products used in healthcare that incorporates UV Lighting and a HVAC monitoring software platform) into our IoT integration plans via the Sterilumen App across our entire platform connecting all our units, thereby creating a leading smart asset management, reporting and control system tool that can be incorporated across all enterprises. Market Opportunity According to Research and Markets, the UV disinfection market is expected to reach $9 billion by 2027 as technology continues to improve and the focus on stopping the spread of contagious diseases increases. According to the Center for Disease Control (CDC) states that 1 in 31 patients have at least one Hospital Associated Infection (HAI) annually and that 3 million serious infections occur every year in long-term care facilities. Losses from contagious infections, pathogens, and viruses cost the U.S. economy more than $270 billion every year as per the CDC: $28 billion lost through HAIs; $225 billion in lost productivity due to absenteeism; and $25 billion in losses due to student and teacher absenteeism. Scientists globally have been advocating improving air quality post pandemic, significantly boosting global adoption to control airborne pathogen transmission. Governments globally are mandating health agencies to address improving indoor air quality (IAQ) via grants and mechanisms to ease visitation and protect facilities against future pathogen. Indoor air quality (IAQ) has become an even more important issue as world economies transition beyond the COVID 19 pandemic. In 2021, 39 scientists reiterated the need for a “paradigm shift” and called for improvements in, “how we view and address the transmission of respiratory infections to protect against unnecessary suffering and economic losses.” In mid-2022, the industry began to see this seismic shift from pandemic-related mobile apparatuses to complete systems within systems for facilities designed to monitor, improve, and report on a more permanent basis. While there are opportunities for mobile systems, our emphasis will be on this growing market trend. In addition to this, the global air purifier market size is set to grow exponentially. It was valued at $9.24 billion in 2021 and is predicted to grow to approximately $22.84 billion by 2030. According to Precedence Research, the immense demand for air purification and sterilization in the US will be driven by the commercial sector.OFFERING

Issuer:		Applied UV, Inc., a Nevada corporation.

Securities offered by the Selling Stockholders:		Up to 518,065 Warrant Shares

Common Stock currently outstanding:⁽¹⁾		4,285,995 shares.

Use of Proceeds:		We will not receive any proceeds from the sale of the common stock by the Selling Stockholders. All net proceeds from the sale of the common shares covered by this prospectus will go to the Selling Stockholders. However, we may receive the proceeds from the exercise of any Warrants if the Selling Stockholders do not exercise the Warrants on a cashless basis, if and when exercised. See the section of this prospectus titled “Use of Proceeds.”

Transfer Agent:		Vstock Transfer, LLC

Trading Symbol:		Our shares of common stock are listed on The Nasdaq Capital Market under the symbol “AUVI.”

Dividend Policy:		We have never declared or paid any cash dividends on our shares of common stock. We do not anticipate paying any cash dividends on our common stock in the foreseeable future.

Risk Factors:		An investment in our common stock involves a high degree of risk. You should read this prospectus carefully, including the section titled “Risk Factors” and the consolidated financial statements and the related notes to those statements included in this prospectus, before investing in our common stock.

(1)

As of April 16, 2024 and excludes:

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4,627 shares of our Common Stock issuable upon the exercise of vested and exercisable options granted pursuant to the Applied UV, Inc. 2020 Omnibus Incentive Plan; and

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21,751,148 shares of our Common Stock issuable upon the exercise of warrants.

Unless otherwise indicated, this prospectus reflects and assumes no exercise of outstanding options or warrants described above.

Sterilumen’s product portfolio is one of the only research-backed, clinically proven pure-play air and surface disinfection technology companies with international distribution and globally recognized end users, with product developed for NASA. In addition to the numerous recognized research institutions and globally recognized names who published the reports that were completed by the acquired companies, Airocide was independently proven to kill SARS, MERSA and Anthrax. Sterilumen’s air purification (Airocide, Scientific Air & PURO Lighting) and surface disinfection (Lumicide) were independently tested and proven to kill both Candida Auris (Resinnova Laboratories) and SARS CoV-2 (COVID-19) (MRIGlobal), MRSA (Resinnova Laboratories), Salmonella enterica (Resonnova Laboratories) and Escherichia coli (Resinnova Laboratories). Our goal is to build a company that successfully designs, develops, and markets our air and surface disinfection solutions that will enable US and global economies to implement “Clean Air” initiatives aimed at improving indoor air quality (IAQ) as recommended by the U.S. Environmental Protection Agency. We will seek to achieve this goal by having our products actively involved in the following activities: (a) Focus on key target verticals that have proven business use cases, including: • Food Preservation • Healthcare • Winery • Hospitality • Schools • Cannabis • Correctional Facilities • Dental and Long-Term Care (b) In addition to further developing Airocide, Scientific Air, PURO, Lumicide and LED Supply specific sales efforts, we intend to leverage the Company’s hospitality business (MunnWorks) for cross-selling opportunities of our air purification and surface disinfectant solutions and products. Our initial research indicates that the key stakeholders in this market value the asset management and reporting capabilities of our platform and provide key points of differentiation. (c) We aim to also expand our global distributor channels into new markets not currently served. (d) We will and continue scientific validation through lab testing and data from real world deployments, including publish case studies in peer reviewed journals.RISK FACTORS

Investing in our common stock involves a high degree of risk. You should carefully consider the risks described in Part I, Item 1A, Risk Factors in our most recent Annual Report on Form 10-K, together with the other information set forth in this prospectus, and in the other documents that we include or incorporate by reference into this prospectus as updated by our Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other filings we make with the SEC, the risk factors described under the caption “Risk Factors” in any applicable prospectus supplement and any risk factors set forth in our other filings with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, before making a decision about investing in our common stock. The risks and uncertainties we have described are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also affect our operations. If any risks actually occur, our business, financial condition and results of operations may be materially and adversely affected. In such an event, the trading price of our common stock could decline and you could lose part or all of your investment.

Risks Related to this Offering and Ownership of our Securities

The issuance of shares upon exercise of derivative securities may cause immediate and substantial dilution to our existing stockholders.

The issuance of shares upon exercise of options and warrants may result in substantial dilution to the interests of other stockholders since these selling stockholders may ultimately convert or exercise and sell all or a portion of the full amount issuable upon exercise. If all derivative securities outstanding as of April 16, 2024, including the Warrants, were converted or exercised into shares of common stock, there would be approximately an additional 22,273,839 million shares of common stock outstanding as a result. The issuance of these shares will have the effect of further diluting the proportionate equity interest and voting power of holders of our common stock.

Future sales of our common stock in the public market could cause the market price of our common stock to decline.

Sales of a substantial number of shares of our common stock in the public market following the completion of this offering, or the perception that these sales might occur, could depress the market price of our common stock and could impair our ability to raise capital through the sale of additional equity securities. Some of our existing equity holders have substantial unrecognized gains on the value of the equity they hold based upon the price of this offering, and therefore, they may take steps to sell their shares or otherwise secure the unrecognized gains on those shares. We are unable to predict the timing of or the effect that such sales may have on the prevailing market price of our common stock.

If we fail to comply with the continued listing requirements of Nasdaq, specifically, Nasdaq Listing Rule 5550(a)(2), as we’ve previously failed to comply with Nasdaq Listing Rule 5550(a)(2) in the past, we may face possible delisting, which would result in a limited public market for our shares and make obtaining future debt or equity financing more difficult for us.

As previously reported, on July 12, 2023, the Company received a letter from the Listing Qualifications Staff (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it failed to maintain a minimum bid price of $1.00 over the previous 30 consecutive business days dated May 26, 2023, to July 11, 2023. If the Company does not comply with the Nasdaq rules in the future, Nasdaq will provide notice that the Company’s common stock will be subject to delisting.

IN ADDITION TO THE ABOVE RISKS, BUSINESSES ARE OFTEN SUBJECT TO RISKS NOT FORESEEN OR FULLY APPRECIATED BY MANAGEMENT. IN REVIEWING THIS FILING, POTENTIAL INVESTORS SHOULD KEEP IN MIND THAT OTHER POSSIBLE RISKS MAY ADVERSELY IMPACT THE COMPANY’S BUSINESS OPERATIONS AND THE VALUE OF THE COMPANY’S SECURITIES.

~~Manufacturing~~SPECIAL NOTE InREGARDING an effort to improve operationally, after analyzing each of the points in our supply chain to tighten integration to optimize inventory, improve quality control and mitigate against supply chain disruptions that were witnessed globally throughout the pandemic, on December 18th, 2022, we announced that we signed a strategic manufacturing and related services agreement with CVI, a global manufacturing, engineering and technical operation for the Canon family and a wholly owned subsidiary of Canon U.S.A, Inc. The agreement establishes CVI’s status as the primary manufacturer, assembler and logistical authority for our entire suite of air purification solutions. The Manufacturing Agreement, the first of a series of anticipated agreements, enables us to leverage the resources of CVI’s two millionFORWARD-~~square-foot~~LOOKING state-of-the-art engineering, manufacturing and distribution facility. We plan to leverage CVI’s almost 40 years of innovative and efficient production methods to manufacture our patented, FDA Class II Listed Airocide PCO commercial and consumer devices, as well as the patented advanced Activated Carbon UVC and HEPA Mobile disinfection Scientific Air portfolio. From an R&D perspective, working closely with Canon, we are also beginning to formulate our new product roadmap and making substantial improvements to our entire line of mobile and fixed air purification products, further differentiating our patented PCO and UVC Carbon based solutions from that of our competition. We also plan to collaborate with Canon Financial Services, Inc. to enable better cash flow management in regard to its growing supply chain requirements. Further, we will look to work with CVI’s extensive field support team to promote the sale of our products, as well as service capabilities. Recent Developments Reverse Stock Split. On May 24, 2023, we held our annual meeting of stockholders, at which our stockholders approved the adoption of an amendment to our Amended and Restated Certificate of Incorporation, as amended (the “Charter”), to effect a reverse stock split of our issued and outstanding shares of common stock, at a specific ratio, ranging from one-for-two (1:2) to one-five (1:5), with the exact ratio to be determined by our Chief Executive Officer without further approval or authorization of our board of directors (“Board”) or stockholders (the “Reverse Stock Split”). On May 26, 2023, our Chief Executive Officer determined that the Reverse Split would be completed as a 1-for-5 reverse stock split, reducing the aggregate number of outstanding shares of common stock from 19,874,879 shares to a total of 3,974,971 shares outstanding and filed an amendment to our Charter with the Secretary of State of Delaware for the 1-for-5 Reverse Stock Split, effective 12:01 a.m. on May 31, 2023. The number of authorized shares of our common stock remained unchanged at 150,000,000 shares after the Reverse Stock Split. As a result of the Reverse Stock Split, every five shares of our Common Stock, outstanding, immediately prior to the effectiveness of the amendment to the Charter to effect the Reverse Stock Split, was automatically combined and converted (without any further act) into one share of fully paid and nonassessable share of common stock. No fractional shares of Common Stock were issued in connection with the Reverse Stock Split, and in lieu of any fractional shares to which a stockholder of record was otherwise entitled as a result of the Reverse Stock Split, the registrant paid cash (without interest) equal to such fraction multiplied by the closing price of our common stock on The Nasdaq Capital Market immediately preceding the effective date of the Reverse Stock Split (with such closing sales price being adjusted to give effect to the Reverse Stock Split). Except for the number of authorized shares of common stock, all common stock share numbers, option numbers, warrant numbers, other derivative security numbers and exercise prices appearing in this prospectus have been adjusted to give effect to the 1-for-5 Reverse Stock Split. June 2023 Public Offering. On June 16, 2023, the Company entered into an underwriting agreement, pursuant to which the Company agreed to sell to the underwriters, an aggregate of (i) 4,730,000 shares of its common stock, at a public offering price of $1.00 per share and (ii) pre-funded warrants to purchase 270,000 shares of Common Stock at a price of $1.00 per share, minus $0.001. In addition, the Company granted the underwriters a 45-day over-allotment option to purchase up to an additional 750,000 shares of Common Stock at the public offering price per security, less underwriting discounts, and commissions, of which 200,000 shares were purchased. As a result of the offering, the Company received gross proceeds of $5,200,000 and incurred $816,000 of deal related costs. Each pre-funded warrant is exercisable for one share of Common Stock, with an exercise price equal to $0.001 per share, at any time that the pre-funded warrant is outstanding. There is no expiration date for the pre-funded warrants. The holder of a pre-funded warrant will not be deemed a holder of our underlying common stock until the pre-funded warrant is exercised. Suspension of Dividends for Preferred Stock. On June 19, 2023, the Board temporarily suspended the Company’s: (i) monthly $0.21875 dividend on its 10.5% Series A Cumulative Perpetual Preferred Stock (“Series A Preferred Stock”), commencing with the July dividend, that would have been paid on July 17, 2023; (ii) quarterly $0.03 dividend on its 2% Series B Cumulative Perpetual Preferred Stock (“Series B Preferred Stock”), commencing with the dividend for the quarter ending June 30, 2023, that would have been paid on July 17, 2023; and (iii) quarterly $0.0625 dividend on its 5% Series C Cumulative Perpetual Preferred Stock (“Series C Preferred Stock”), commencing with the dividend for the quarter ending June 30, 2023, that that would have been paid on July 17, 2023. The dividends on each Series cited above have been suspended by the Board for the next eleven (11) months, or until the month of May 2024 for the Series A Preferred Stock or the quarter ending March 31, 2024 for the Series B and C Preferred Stock but may be re-instated at any time in the Board’s discretion (the “Suspension Period”). The suspension of these dividends will defer approximately $1.5 million in cash dividend payments until after the Suspension Period. Notwithstanding anything contained herein to the contrary, dividends on the Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock shall accrue whether or not the Company has earnings, whether or not there are funds legally available for the payment of such dividends, and whether or not such dividends are authorized or declared. No interest is payable in respect of any dividend payment or payments on the Series A, B or C Preferred Stock which may be in arrears. Nasdaq Notice of Failure to Comply with Continued Listing Standards. On August 23, 2023, the Company received a letter from the Nasdaq Listing Qualifications Staff of The Nasdaq Stock Market LLC therein stating that for the 30 consecutive business day period between July 12, 2023 through August 22, 2023, the Common Stock had not maintained a minimum closing bid price of $1.00 per share required for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”). Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), the Company was provided an initial period of 180 calendar days, or until February 20, 2024 (the “Compliance Period”), to regain compliance with the Bid Price Rule. If the Company does not regain compliance with the Bid Price Rule by February 20, 2024, the Company may be eligible for an additional 180-day period to regain compliance. If the Company cannot regain compliance during the Compliance Period or any subsequently granted compliance period, the Common Stock will be subject to delisting. At that time, the Company may appeal the delisting determination to a Nasdaq hearings panel. The notice from Nasdaq has no immediate effect on the listing of the Company’s common stock and its common stock will continue to be listed on The Nasdaq Capital Market under the symbol “AUVI.” The Company is currently evaluating its options for regaining compliance, including effecting a reverse stock split, which our board of directors has authorized management to effect in manement’s sole discretion. There can be no assurance that the Company will regain compliance with the Bid Price Rule or maintain compliance with any of the other Nasdaq continued listing requirements.STATEMENTS

This prospectus, the documents incorporated by reference herein and therein, and other written and oral statements we make from time to time contain certain “forward-looking” statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. You can identify these forward-looking statements by the fact they use words such as “could,” “expect,” “anticipate,” “estimate,” “target,” “may,” “project,” “guidance,” “intend,” “plan,” “believe,” “will,” “potential,” “opportunity,” “future,” and other words and terms of similar meaning and expression in connection with any discussion of future operating or financial performance. You can also identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. Such forward-looking statements are based on current expectations and involve inherent risks and uncertainties, including factors that could delay, divert or change any of them, and could cause actual outcomes to differ materially from current expectations. These statements are likely to relate to, among other things, our business strategy, our research and development, our product development efforts, our ability to commercialize our product candidates, the activities of our licensees, our prospects for initiating partnerships or collaborations, the timing of the introduction of products, the effect of new accounting pronouncements, uncertainty regarding our future operating results and our profitability, anticipated sources of funds as well as our plans, objectives, expectations and intentions.

We have included more detailed descriptions of these risks and uncertainties and other risks and uncertainties applicable to our business that we believe could cause actual results to differ materially from any forward-looking statement in the “Risk Factors” sections of this prospectus and the documents incorporated by reference herein including, but not limited to, the risk factors incorporated by reference from our filings with the SEC. We encourage you to read those descriptions carefully. Although we believe we have been prudent in our plans and assumptions, no assurance can be given that any goal or plan set forth in forward-looking statements can be achieved. We caution investors not to place significant reliance on forward-looking statements; such statements need to be evaluated in light of all the information contained and incorporated by reference in this prospectus. Furthermore, the statements speak only as of the date of each document, and we undertake no obligation to update or revise these statements.

USE OF PROCEEDS

We will not receive any proceeds from the sale of the Warrant Shares by the Selling Stockholders. All net proceeds from the sale of the Warrant Shares covered by this prospectus will go to the Selling Stockholders. We expect that the Selling Stockholders will sell their Warrant Shares as described under “Plan of Distribution.” We may receive proceeds from the exercise of the Warrants to the extent that these warrants are exercised for cash by the Selling Stockholders. The Warrants, however, are exercisable on a cashless basis under certain circumstances. If all of the Warrants mentioned above were exercised for cash in full, the proceeds would be approximately $8.3 million. We intend to use the net proceeds of such warrant exercise, if any, for general corporate purposes, including working capital.

DIVIDEND POLICY

We have not declared any cash dividends since inception, and we do not anticipate paying any dividends in the foreseeable future. Instead, we anticipate that all of our earnings will be used to provide working capital, support our operations, and finance the growth and development of our business. The payment of dividends is within the discretion of the Board and will depend on our earnings, capital requirements, financial condition, prospects, applicable Nevada law, which provides that dividends are only payable out of surplus or current net profits, and other factors our Board might deem relevant. There are no restrictions that currently limit our ability to pay dividends on our common stock other than those generally imposed by applicable state law.

~~Approval~~DESCRIPTION OF of 2023 Equity Incentive Plan. On August 24, 2023, our Board and stockholders approved the Applied UV, Inc. 2023 Equity Incentive Plan (the “2023 Plan”). The 2023 Plan governs equity awards to our employees, directors, officers, consultants and other eligible participants. Initially, the maximum number of shares of our common stock that may be subject to awards under the 2023 Plan is 2,500,000. Subject to adjustment upon changes in capitalization of the Company as provided in Section 15 of the 2023 Plan, the number of shares available for issuance under the 2023 Plan will be increased on the first day of each fiscal year beginning with the 2024 fiscal year, in an amount equal to the least of (a) 500,000 shares, (b) a number of shares equal to twenty percent (20%) of the total number of shares of all classes of our common stock outstanding on the last day of the immediately preceding fiscal year less the number of shares allocated to the 2023 Plan, and (c) such number of shares determined by the administrator no later than the last day of the immediately preceding fiscal year. The 2023 Plan shall be deemed effective on a date that is at least 20 days after the Company files the Definitive Information Statement on Schedule 14C with regard to the 2023 Plan. Re-domestication from Delaware to Nevada. On September 1, 2023, the Company entered into the Agreement and Plan of Merger with Applied UV, Inc., a Nevada corporation (“Applied UV, Inc. (Nevada)”), in which the Company shall merge with and into Applied UV, Inc. (Nevada), with Applied UV, Inc. (Nevada) as the surviving corporation and the successor to the Company (the “Re-Domestication”), on a date that is at least 20 days after the Company files the Definitive Information Statement on Schedule 14C with regard to the Re-Domestication. The principal reason for the Re-Domestication is to eliminate our obligation to pay the annual Delaware franchise tax that will result in significant savings to us in the future. Under Nevada law, there is no obligation to pay annual franchise taxes and there are no capital stock taxes or inventory taxes. In addition, under Nevada law, there are minimal reporting and corporate disclosure requirements and the identity of the corporate shareholders is not a part of the public record. Otherwise, the general corporation laws of the States of Delaware and Nevada are quite similar as both states have liberal incorporation laws and favorable tax policies. The provisions and terms of the Articles of Incorporation, Bylaws and Certificates of Designations of preferred stock of Applied UV, Inc. (Nevada) are substantially similar to the Company’s. The Re-Domestication is not being effected to prevent a change in control, nor is it in response to any present attempt known to our Board to acquire control of the Company or obtain representation on our Board. Nevertheless, certain effects of the proposed Re-Domestication may be considered to have anti-takeover implications simply by virtue of being subject to Nevada law. Arbitration Summary On February 25, 2022, James Doyle, a former Chief Operating Officer of the Company filed an arbitration claim against the Company for approximately $1.5 million plus attorneys’ fees and other costs with the American Arbitration Association in the State of New York for severance pay and other claims after being terminated by the Company for cause. The arbitration proceeding was initiated pursuant to the arbitration provision in Mr. Doyle’s employment agreement with the Company. The evidentiary hearing was conducted at the American Arbitration Association’s midtown offices on November 7, 8, 9, and 10, 2022. Afterwards, the parties submitted post-hearing briefs. On January 24, 2023, the Arbitration Panel issued a Partial Final Award, whereby the Panel denied five of the seven counts asserted by Doyle, and awarded him only $100,000 in severance pay plus $21,153.84 in unused vacation time plus 6,379 additional shares in the Company pursuant to the terms of his Employment Agreement. On April 7, 2023, the Panel issued a Final Award further awarding Claimant $434,535.00 in legal fees and $39,628.03 in expenses. On July 6, 2023, the Company filed an Article 75 Petition in Westchester County (New York) Supreme Court seeking to vacate and/or modify the Final Award with respect to the legal fees and expenses. On September 21, 203, the Court confirmed the Final Award. On October 2, 2023, the parties entered into a payment schedule agreement, thereby resolving, and concluding their dispute. . Employees As [*], 2023, we had 143 employees. Corporate Information Our principal executive offices are located at 150 N. MacQuesten Parkway, Mount Vernon, NY 10550. Our website address is www.applieduvinc.com. Controlled Company Max Munn, our founder and Chief Executive Officer, has voting control over approximately 52.2% of our voting stock. Upon the closing of this Offering, Mr. Munn will own approximately [*]% of the voting power of our outstanding voting stock (approximately [*]% if the Over-Allotment Option is exercised in full). We currently meet the definition of a “controlled company” under the corporate governance requirements for Nasdaq listed companies and for so long as we remain a controlled company under this definition, we are eligible to utilize certain exemptions from the corporate governance requirements of Nasdaq. As long as Mr. Munn owns at least 50% of the voting power of our Company, we will be a “controlled company” as defined under the Nasdaq rules. For so long as we are a controlled company under that definition, we are permitted to rely on certain exemptions from corporate governance rules, including: • an exemption from the rule that a majority of our Board must be independent directors; • an exemption from the rule that the compensation of our chief executive officer must be determined or recommended solely by independent directors; and • an exemption from the rule that our director nominees must be selected or recommended solely by independent directors. Although we do not intend to rely on the “controlled company” exemption under Nasdaq listing rules, we could elect to rely on this exemption in the future. If we elect to rely on the “controlled company” exemption, a majority of the members of our Board might not be independent directors and our nominating and corporate governance and compensation committees might not consist entirely of independent directors. As a result, you will not have the same protection afforded to shareholders of companies that are subject to these corporate governance requirements. Implications of Being an Emerging Growth Company We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). We will remain an emerging growth company until the earlier of (i) the last day of the fiscal year following the fifth anniversary of the date of the first sale of our Common Stock pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”); (ii) the last day of the fiscal year in which we have total annual gross revenues of $1.235 billion or more; (iii) the date on which we have issued more than $1 billion in nonconvertible debt during the previous three years; or (iv) the date on which we are deemed to be a large accelerated filer under applicable SEC rules. We expect that we will remain an emerging growth company for the foreseeable future, but cannot retain our emerging growth company status indefinitely and will no longer qualify as an emerging growth company on or before the last day of the fiscal year following the fifth anniversary of the date of the first sale of our Common Stock pursuant to an effective registration statement under the Securities Act. For so long as we remain an emerging growth company, we are permitted and intend to rely on exemptions from specified disclosure requirements that are applicable to other public companies that are not emerging growth companies.SECURITIES

For a more detailed description of our common stock, reference is made to our Form 8-A filed with the SEC on July 13, 2021; for a more detailed description of our Series A Preferred Stock and Series X Preferred Stock, reference is made to our Registration Statement on Form S-1 (No. 333-257197), initially filed with the SEC on June 21, 2021; for a more detailed description of our Series B Preferred Stock and Series C Preferred Stock, reference is made to our Current Report on Form 8-K filed with the SEC on February 1, 2023.

General

The Company is authorized to issue two classes of stock. The total number of shares of stock which the Company is authorized to issue is 170,000,000 shares of capital stock, consisting of 150,000,000 shares of Common Stock, of which as of April 16, 2024, there are 4,285,995 shares are issued and outstanding, and 20,000,000 shares of preferred stock, $0.0001 par value per share of which 1,250,000 have been designated Series A Preferred Stock, of which 522,000 shares are issued and outstanding; 1,250,000 have been designated Series B Preferred Stock, all of which are outstanding; 2,500,000 have been designated Series C Preferred Stock of which 399,996 shares are outstanding. There are 18 holders of our common stock as of April 16, 2024.

Anti-Takeover Provisions of Nevada Law and Charter Documents

Our articles of incorporation (“Articles of Incorporation”) and bylaws (“Bylaws”) contain provisions that might have an anti-takeover effect. These provisions, which are summarized below, may have the effect of delaying, deterring or preventing a change in control of our Company. They could also impede a transaction in which our stockholders might receive a premium over the then-current market price of our common stock and our stockholders’ ability to approve transactions that they consider to be in their best interests.

Articles of Incorporation. Our authorized but unissued shares of common stock and preferred stock are available for our Board to issue without stockholder approval. We may use these additional shares for a variety of corporate purposes, including future public or private offerings to raise additional capital, corporate acquisitions and employee benefit plans. The existence of our authorized but unissued shares of common stock and preferred stock could render more difficult or discourage an attempt to obtain control of our Company by means of a proxy contest, tender offer, merger or other transaction. Our authorized but unissued shares may be used to delay, defer or prevent a tender offer or takeover attempt that a stockholder might consider in its best interest, including those attempts that might result in a premium over the market price for the shares held by our stockholders.

Bylaws. Certain provisions of our Bylaws may be considered to have anti-takeover effects, including advance notice requirements for director nominations and other stockholder proposals. Our Bylaws establish advance notice procedures for stockholder proposals to be brought before an annual meeting of stockholders, and for proposed nominations of candidates for election to our Board at an annual or special meeting of stockholders. Generally, such notices must be received by our corporate secretary at our principal executive offices, in the case of an annual meeting, between 90 days and 120 days prior to the first anniversary of the preceding year’s annual meeting and, in the case of a special meeting called for the purpose of electing directors, between 90 and 120 days prior to the date of the special meeting or within 10 days after the day on which public announcement of the date of the special meeting is first made by us. In addition, our Board has the authority to amend or repeal our Bylaws, or to adopt new bylaws, which could have the effect of delaying, deterring or preventing a change of control.

These exemptions include: • being permitted to provide only two years of audited financial statements, in addition to any required unaudited interim financial statements, with correspondingly reduced “Management’s Discussion and Analysis of Financial Condition and Results of Operations” disclosure; • not being required to comply with the requirement of auditor attestation of our internal controls over financial reporting; • not being required to comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements; • reduced disclosure obligations regarding executive compensation; and • not being required to hold a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We have taken advantage of certain reduced reporting requirements in this prospectus. Accordingly, the information contained herein may be different than the information you receive from other public companies in which you hold stock. An emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. This allows an emerging growth company to delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have irrevocably elected to avail ourselves of this extended transition period and, as a result, we will not be required to adopt new or revised accounting standards on the dates on which adoption of such standards is required for other public reporting companies. We are also a “smaller reporting company” as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and have elected to take advantage of certain of the scaled disclosure available for smaller reporting companies.Listing

Our common stock is listed on The Nasdaq Capital Market under the symbol “AUVI.”

Transfer Agent and Registrar

Our transfer agent and registrar is Vstock Transfer, LLC, 18 Lafayette Place, Woodmere, NY 11598. Their telephone number is (212) 828-8436.

April 2024 Offering

On March 27, 2024, we entered into a securities purchase agreement (the “Securities Purchase Agreement”) with certain institutional investors (the “Purchasers”) pursuant to which we sold, in a registered direct offering, an aggregate of (i) 538,000 shares (the “Shares”) of our common stock, par value $0.0001 per share, and (ii) 1,188,875 pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to 1,188,875 shares of common stock (the “Pre-Funded Warrant Shares”). The offering price per Share was $1.60 and the offering price per Pre-Funded Warrant was $1.5999.

Each Pre-Funded Warrant is exercisable for one share of common stock for $0.0001 immediately upon issuance until all of the Pre-Funded Warrants are exercised in full. The number of Pre-Funded Warrant Shares are subject to adjustments for stock splits, recapitalizations and reorganizations.

The Shares, Pre-Funded Warrants and Pre-Funded Warrants Shares were offered pursuant to a “shelf” registration statement on Form S-3 (Registration No. 333-266015), which was declared effective by the SEC on July 12, 2022, as supplemented by a prospectus supplement and accompanying base prospectus dated as of March 27, 2024 filed with the SEC on March 29, 2024 pursuant to Rule 424(b)(5) promulgated under the Securities Act of 1933, as amended (the “Securities Act”).

In a concurrent private placement, we also issued to the Purchasers unregistered warrants to purchase up to an aggregate of 518,065 shares of Common Stock at an exercise price of $16.00 per share, subject to adjustment for reverse stock splits, recapitalizations and reorganizations. The Warrants are immediately exercisable until the date that is five years from April 1, 2024.

The issuance of the Warrants pursuant to the Securities Purchase Agreement were made pursuant to the exemption from the registration requirements under the Securities Act available to us under Section 4(a)(2) and/or Regulation D promulgated thereunder due to the fact the offering of the Warrants did not involve a public offering of securities.

We received net proceeds of approximately $2.4 million from the offering, after deducting the estimated offering expenses payable by us, including the placement agent fees. We intend to use the net proceeds from the offering for general corporate purposes, including working capital.

SUMMARY OF THE OFFERING The following summary contains basic terms about this Offering and the Securities and is not intended to be complete. It may not contain all of the information that is important to you. You should read the more detailed information contained in this prospectus, including but not limited to, the risk factors beginning on page [*] and the other risks described in our annual and quarterly reports incorporated by reference herein. For a more complete description of the terms of the Common Stock, see the section of this prospectus entitled “Description of Securities.”
Issuer:	Applied UV, Inc., a Delaware corporation.
Units Offered:	[*] Units on a firm commitment basis. Each Unit will consist of one share of common stock (or Pre-Funded Warrant to purchase one share of our common stock in lieu thereof) and one Warrant to purchase one share of common stock. The Units have no stand-alone rights and will not be certificated or issued as stand-alone securities. The shares of common stock and Pre-Funded Warrants, if any, can each be purchased in this offering only with the accompanying Warrants as part of Units (other than pursuant to the underwriter’s option to purchase additional shares of common stock and/or Warrants), but the components of the Units will be immediately separable and will be issued separately in this offering.
Warrants Offered:	Warrants to purchase an aggregate of up to [] shares of our Common Stock, subject to adjustment as set forth in the terms of the Warrant Agreement. Each Unit includes one Warrant to purchase one share of our Common Stock. Each Warrant is exercisable at a price of $[] per share ([]% of the offering price per Unit). The Warrant will be immediately exercisable and will expire on []. See “Description of Securities—Warrants and Pre-Funded Warrants Offered in this Offering.”
Pre-Funded Warrants Offered:	We are also offering to certain purchasers whose purchase of Units in this offering would otherwise result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the purchaser, 9.99%) of our outstanding common stock immediately following the consummation of this offering, the opportunity to purchase, if such purchasers so choose, in lieu of Units including shares of common stock, Units including Pre-Funded Warrants in lieu of shares of common stock that would otherwise result in any such purchaser’s beneficial ownership exceeding 4.99% (or, at the election of the purchaser, 9.99%) of our outstanding common stock. The purchase price of each Unit including a Pre-Funded Warrant will be equal to the price at which a Unit is sold to the public in this offering, minus $0.001, and the exercise price of each Pre-Funded Warrant will be $0.001 per share. Each Pre-Funded Warrant will be exercisable for one share of our common stock and will be exercisable at any time after its original issuance until exercised in full, provided that the purchaser will be prohibited from exercising Pre-Funded Warrants for shares of our common stock if, as a result of such exercise, the purchaser, together with its affiliates and certain related parties, would own more than 4.99% of the total number of shares of our common stock then issued and outstanding. However, any holder may increase such percentage to any other percentage not in excess of 9.99%, provided that any increase in such percentage shall not be effective until 61 days after such notice to us. This prospectus also relates to the offering of the common stock issuable upon exercise of the Pre-Funded Warrants. To better understand the terms of the Pre-Funded Warrants, you should carefully read the “Description of Securities” section of this prospectus. You should also read the form of Pre-Funded Warrant, which is filed as an exhibit to the registration statement that includes this prospectus. See “Description of Securities—Warrants and Pre-Funded Warrants Offered in this Offering.”
Common Stock outstanding prior to this Offering:(1)	[*] shares of Common Stock.
Common Stock outstanding after this Offering:	[*], assuming all of the Units offered hereby are sold and assuming no exercise of the Warrants and Over-Allotment Option and no sale of Pre-Funded Warrants.
Over-Allotment Option:	The underwriter has a 45-day option to purchase up to an additional 15% of the total number of shares of Common Stock and/or Pre-Funded Warrants and/or Warrants.
Use of Proceeds:	We currently intend to use the net proceeds to us from this Offering for general corporate purposes, including working capital. See the section of this prospectus titled “Use of Proceeds” beginning on page [*].
Listing:	Our Common Stock is listed on The Nasdaq Capital Market under the symbol “AUVI.” There is no established public trading market for the Warrants or Pre-Funded Warrants, and we do not intend to list the Warrants or the Pre-Funded Warrants on any national securities exchange or trading system.
Risk Factors:	You should carefully consider the information set forth in this prospectus and, in particular, the specific factors set forth in the “Risk Factors” section beginning on page [*] of this prospectus and the risk factors in our most recent Annual Report on Form 10-K before deciding whether or not to invest in the Securities.
Transfer Agent and Registrar:	Vstock Transfer, LLC
Firm Underwritten Offering:	The underwriter is committed to purchase all of the Securities other than those covered by the Over-Allotment Option. The obligations of the underwriter may be terminated upon the occurrence of certain events specified in the Underwriting Agreement, and are subject to certain customary conditions, representations and warranties specified thereunder. See “Underwriting” on page [*] of this prospectus.
(1) The number of shares of Common Stock to be outstanding after this offering is based on 9,849,531 shares of Common Stock outstanding as of [*], 2023, and excludes: • 79,112 shares of our Common Stock issuable upon the exercise of vested and exercisable options granted pursuant to the Applied UV, Inc. 2020 Omnibus Incentive Plan; and • 38,484 shares of our Common Stock issuable upon the exercise of vested and exercisable warrants. Unless otherwise indicated, this prospectus reflects and assumes the following: • no exercise of outstanding options or warrants described above; • no exercise of the Warrants, and no sale of Pre-Funded Units including a Pre-Funded Warrant, which, if sold, would reduce the number of Units that we are offering on a one-for-one basis; and • no exercise by the underwriter of the Over-Allotment Option.

PLAN OF DISTRIBUTION

Each Selling Stockholder of the securities and any of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their securities covered hereby on The Nasdaq Capital Market or any other stock exchange, market or trading facility on which the securities are traded or in private transactions. These sales may be at fixed or negotiated prices. A Selling Stockholder may use any one or more of the following methods when selling securities:

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ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

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block trades in which the broker-dealer will attempt to sell the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction;

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purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

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an exchange distribution in accordance with the rules of the applicable exchange;

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privately negotiated transactions;

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settlement of short sales;

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in transactions through broker-dealers that agree with the Selling Stockholders to sell a specified number of such securities at a stipulated price per security;

●

through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;

●

a combination of any such methods of sale; or

●

any other method permitted pursuant to applicable law.

The Selling Stockholders may also sell securities under Rule 144 or any other exemption from registration under the Securities Act, if available, rather than under this prospectus.

Broker-dealers engaged by the Selling Stockholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Stockholders (or, if any broker-dealer acts as agent for the purchaser of securities, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2121; and in the case of a principal transaction a markup or markdown in compliance with FINRA Rule 2121.

~~RISK~~In connection with the sale of the securities ~~FACTORS~~or interests therein, the Selling Stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the securities in the course of hedging the positions they assume. The Selling Stockholders may also sell securities short and deliver these securities to close out their short positions, or loan or pledge the securities to broker-dealers that in turn may sell these securities. The Selling Stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or create one or more derivative securities which require the delivery to such broker-dealer or other financial institution of securities offered by this prospectus, which securities such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

~~Investing in~~The ~~the~~Selling ~~Securities~~Stockholders ~~involves~~and aany ~~high~~broker-dealers or ~~degree~~agents ofthat ~~risk.~~are ~~You~~involved ~~should~~in ~~carefully~~selling ~~consider~~ the ~~risks~~securities ~~described~~may inbe ~~Part~~deemed I,to ~~Item~~be ~~1A,~~“underwriters” ~~Risk~~within ~~Factors in our most recent Annual Report on Form 10-K, together with~~ the ~~other~~meaning ~~information~~of ~~set forth in this prospectus, and in~~ the ~~other documents~~Securities ~~that~~Act wein ~~include~~connection orwith ~~incorporate~~such bysales. ~~reference~~In ~~into~~such ~~this prospectus~~event, asany ~~updated~~commissions received by ~~our~~such ~~Quarterly Reports on Form 10~~broker-Q,dealers ~~Current~~or ~~Reports~~agents ~~on Form 8-K~~ and ~~other~~any ~~filings~~profit weon ~~make with~~ the ~~SEC,~~resale of the ~~risk~~securities ~~factors~~purchased ~~described~~by ~~under~~them ~~the~~may ~~caption~~be ~~“Risk~~deemed ~~Factors” in any applicable prospectus supplement and any risk factors set forth in our other filings with the SEC pursuant~~ to ~~Sections~~be ~~13(a),~~underwriting ~~13(c),~~commissions 14 or ~~15(d) of~~discounts ~~the~~under ~~Exchange Act, before making a decision about investing in~~ the Securities Act. ~~The~~Each ~~risks~~Selling ~~and~~Stockholder has ~~uncertainties~~informed ~~we have described are not~~ the ~~only~~Company ~~ones~~that weit ~~face.~~does ~~Additional risks and uncertainties~~ not ~~presently~~have ~~known~~any towritten us or ~~that~~oral weagreement ~~currently~~or ~~deem~~understanding, ~~immaterial~~directly ~~may~~or ~~also~~indirectly, ~~affect our~~with ~~operations. If~~ any ~~risks actually occur, our business, financial condition and results of operations may be materially and adversely~~person ~~affected.~~to Indistribute ~~such an event,~~ the ~~trading price of our Common Stock could decline and you could lose part or all of your investment~~securities.

~~Risks~~The Company is required to pay certain fees and ~~Related~~expenses incurred by the Company incident to ~~this~~the ~~Offering~~registration of the securities. The Company has agreed to indemnify the Selling Stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act.

~~Our management~~We ~~team~~agreed ~~will~~to ~~have~~keep ~~broad~~this ~~discretion~~prospectus ~~over~~effective until the ~~use~~earlier of ~~any~~(i) ~~net~~the ~~proceeds~~date ~~from~~on ~~this~~which ~~Offering~~the securities may be resold by the Selling Stockholders without registration and ~~you~~without ~~may~~regard to ~~not~~any ~~agree~~volume or manner-of-sale limitations by reason of Rule 144, without the requirement for the Company to be in compliance with ~~how~~the current wepublic ~~use~~information under Rule 144 under the Securities Act or any other rule of similar effect or (ii) all of the securities have been sold pursuant to this prospectus or Rule 144 under the ~~proceeds~~Securities Act or any other rule of similar effect. The resale securities will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, ~~and~~in certain states, the ~~proceeds~~resale securities covered hereby may not be ~~invested~~sold ~~successfully~~unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.

~~Our management~~Under ~~team~~applicable ~~will~~rules ~~have~~and ~~broad~~regulations ~~discretion~~under asthe Exchange toAct, any person engaged in the ~~use~~distribution of ~~any~~the ~~net~~resale ~~proceeds~~securities ~~from~~may ~~this~~not ~~Offering~~simultaneously ~~and~~engage ~~could~~in ~~use~~market ~~them~~making activities with respect to the common stock for ~~purposes~~the ~~other than~~applicable ~~those~~restricted ~~contemplated~~period, atas defined in Regulation M, prior to the ~~time~~commencement of ~~this~~the ~~Offering~~distribution. In ~~Accordingly~~addition, ~~you~~the Selling Stockholders will be ~~relying~~subject onto ~~the~~applicable ~~judgment~~provisions of ~~our~~the ~~management~~Exchange ~~team~~Act ~~with~~and ~~regard~~the rules and regulations thereunder, toincluding Regulation M, which may limit the ~~use~~timing of ~~any~~purchases ~~proceeds~~and ~~from~~sales of the ~~Offering~~common ~~and~~stock ~~you~~by ~~will~~the ~~not~~Selling ~~have~~Stockholders ~~the~~or ~~opportunity,~~any asother person. ~~part~~We will make copies of ~~your~~this ~~investment~~prospectus ~~decision,~~available to ~~assess whether~~ the ~~proceeds~~Selling ~~are~~Stockholders ~~being~~and ~~used~~have ~~appropriately.~~informed Itthem isof ~~possible that~~ the ~~proceeds~~need ~~will~~to bedeliver ~~invested~~a incopy of athis ~~way~~prospectus ~~that~~to iseach ~~not~~purchaser ~~effective~~at or ~~does~~prior ~~not yield~~to athe ~~favorable,~~time orof ~~any,~~the ~~return~~sale ~~for~~(including ~~you~~by compliance with Rule 172 under the Securities Act).

Investors in this Offering may experience future dilution as a result of this and future securities offerings.

In order to raise additional capital, we may in the future offer additional shares of Common Stock or other securities convertible into or exchangeable for our Common Stock. Investors purchasing other securities of ours in the future could obtain rights superior to those of existing investors, and the price per share at which we sell additional shares of our Common Stock or other securities convertible into or exchangeable for our Common Stock in future transactions may be higher or lower than the price of the Securities.

If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, our stock price and trading volume could decline.

The trading market for our Common Stock will depend in part on the research and reports that securities or industry analysts publish about us or our business. Several analysts cover our Common Stock. If one or more of those analysts downgrade our stock or publish inaccurate or unfavorable research about our business, our stock price would likely decline. If one or more of these analysts cease coverage of our company or fail to publish reports on us regularly, demand for our stock could decrease, which might cause our stock price and trading volume to decline.

~~Risks Relating~~SELLING ~~to Ownership of the Securities~~STOCKHOLDERS

AsThe common stock being offered by the Selling aStockholders ~~“controlled~~are ~~company”~~those ~~under~~issuable to the ~~rules~~Selling Stockholders upon exercise of ~~Nasdaq,~~the weWarrants. ~~may~~We ~~choose~~are registering the shares of common stock in order to ~~exempt~~permit ~~our~~the ~~Company~~Selling Stockholders to offer the shares for resale from ~~certain~~time ~~corporate~~to ~~governance~~time. ~~requirements~~Except for the ownership of shares of common ~~that~~stock ~~could~~and the Warrants, the Selling Stockholders have annot ~~adverse~~had ~~effect~~any onmaterial ~~our~~relationship ~~public~~with ~~shareholders~~us within the past three years.

~~Max Munn,~~The ~~our~~table ~~founder~~below ~~and~~lists ~~chief~~the ~~executive~~Selling ~~officer,~~Stockholders and isother ~~currently~~information inregarding ~~control~~the ofbeneficial ~~approximately~~ownership ~~52.3%~~ of the ~~voting~~shares ~~power~~ of ~~our~~common ~~voting~~ stock~~. Upon~~ ~~the~~by ~~closing~~each of ~~this~~the ~~Offering,~~Selling ~~Max~~Stockholders. ~~Munn~~The ~~will~~second column ~~beneficially~~lists ~~own~~the ~~approximately [*]%~~number of ~~the~~shares ~~voting power~~ of ~~our~~common ~~voting~~ stock. ~~We currently~~beneficially ~~meet~~owned ~~the~~by ~~definition~~each ofSelling aStockholder, ~~“controlled~~based ~~company”~~on ~~under~~its ~~the~~ownership ~~corporate~~of ~~governance~~the ~~standards~~shares of ~~for~~common ~~Nasdaq~~stock ~~listed companies~~ and ~~for~~warrants, soas ~~long~~of asApril we16, ~~remain~~2024, aassuming ~~controlled~~exercise ~~company~~of ~~under~~the ~~this~~warrants ~~definition,~~held weby ~~are~~the ~~eligible~~applicable toSelling ~~utilize~~Stockholder ~~certain~~on ~~exemptions~~that date, ~~from~~without ~~the~~regard ~~corporate governance~~to ~~requirements~~any ~~of Nasdaq~~limitations on exercises.

~~As long~~The asthird ~~our~~column ~~officers~~lists ~~and directors, either individually or in~~ the ~~aggregate,~~shares ~~own~~of atcommon ~~least~~stock being ~~50%~~offered ofby the ~~voting~~Selling ~~power~~Stockholders ofpursuant ~~our~~to ~~Company,~~this ~~we are~~prospectus. aThe ~~“controlled~~fourth ~~company”~~column asassumes ~~defined under~~ the ~~listing~~sale ~~rules~~ of ~~Nasdaq.~~all ~~For~~of sothe ~~long~~shares asof wecommon stock ~~are~~being aoffered ~~controlled~~by ~~company~~the ~~under this~~Selling ~~definition,~~Stockholders wepursuant ~~are permitted~~ to ~~elect~~this ~~to rely, and may rely, on certain exemptions from corporate governance rules, including:~~prospectus.

•This anprospectus ~~exemption~~generally ~~from~~covers the ~~rule~~resale ~~that~~of the amaximum ~~majority~~number of ~~our~~shares ~~Board~~of ~~must~~common bestock ~~independent~~issuable ~~directors;~~upon exercise of the related Warrants, determined as if the outstanding Warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of the Warrants. The fourth column assumes the sale of all of the shares offered by the Selling Stockholders pursuant to this prospectus.

•Under anthe ~~exemption~~terms ~~from~~of the ~~rule~~warrants ~~that~~and/or pre-funded warrants held by Selling Stockholders, a Selling Stockholder may not exercise any such warrant or pre-funded warrant, as applicable, to the ~~compensation~~extent such exercise would cause such Selling Stockholder, together with its affiliates and attribution parties, to beneficially own a number of ~~our~~shares ~~Chief~~of ~~Executive~~common ~~Officer~~stock ~~must~~which bewould ~~determined~~exceed 4.99% or ~~recommended~~9.99%, ~~solely~~as byapplicable, ~~independent~~of ~~directors;~~our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such warrants which have not been exercised (the “Beneficial Ownership Limitation”). The number of shares in the second and fourth columns do not reflect this limitation, but the percentages set forth in the fifth column do give effect to such limitation. The Selling Stockholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.”

• an exemption from the rule that our director nominees must be selected or recommended solely by independent directors.

Name of Selling Stockholder	Number of Shares of Common Stock Owned Prior to Offering			Maximum Number of Shares of Common Stock to be Sold Pursuant to this Prospectus		Number of Shares of Common Stock Owned After Offering		Percentage of Beneficial Ownership After Offering

Empery Tax Efficient, LP⁽¹⁾		2,194,785	⁽²⁾		46,564		2,148,221		4.99	%
Empery Tax Efficient III, LP⁽³⁾		2,945,253	⁽⁴⁾		82,342		2,862,911		4.99	%
Empery Asset Master, Ltd.⁽⁵⁾		6,682,796	⁽⁶⁾		130,127		6,552,669		7.15	%
Sabby Volatility Warrant Master Fund, Ltd.⁽⁷⁾		10,183,538	⁽⁸⁾		259,032		9,924,506		4.99	%

~~Although we~~* doLess ~~not~~than ~~intend to rely on the “controlled company” exemption under the Nasdaq listing rules, we could elect to rely on this exemption in the future~~1%. If we elect to rely on the “controlled company” exemption, a majority of the members of our Board might not be independent directors and our nominating and corporate governance and compensation committees might not consist entirely of independent directors.

~~As a~~(1) ~~result~~Empery Asset Management LP, ~~you~~the ~~will~~authorized ~~not~~agent ~~have~~of ~~the~~Empery ~~same~~Tax ~~protection~~Efficient, ~~afforded~~LP (“ETE”), has discretionary authority to ~~shareholders~~vote and dispose of ~~companies~~the ~~that~~shares ~~are~~held ~~subject~~by ETE and may be deemed to ~~these~~be ~~corporate~~the ~~governance requirements~~beneficial owner of these shares. ~~Our~~ ~~status~~Martin Hoe and Ryan Lane, in their capacity as ainvestment ~~controlled~~managers ~~company~~of ~~could~~Empery ~~cause~~Asset ~~our~~Management ~~Common~~LP, ~~Stock~~may also be deemed to ~~look~~have ~~less~~investment ~~attractive~~discretion toand ~~certain~~voting ~~investors~~power orover ~~otherwise harm~~the ~~our~~shares ~~trading~~held ~~price~~by ETE. ETE, Mr. Hoe and Mr. Lane each disclaim any beneficial ownership of these shares. The address of Empery Asset Management LP is One Rockefeller Plaza, Suite 1205, New York, New York 10020.

We may not be able to maintain the listing of the Common Stock on Nasdaq, which could adversely affect our liquidity and the trading volume and market price of the Common Stock and decrease or eliminate your investment.

On August 23, 2023, we received a letter from Nasdaq notifying us that we were no longer in compliance with the $1.00 minimum bid price requirement for continued listing on Nasdaq under Nasdaq Listing Rule 5550(a)(2). Although Nasdaq has granted us 180 calendar days, or until February 20, 2024, to regain compliance with the Bid Price Rule, there can be no assurance that we will regain such compliance and Nasdaq could make a determination to delist our Common Stock.

Any delisting determination by Nasdaq could seriously decrease or eliminate the value of an investment in the Common Stock and other securities linked to the Common Stock. While a listing on an over-the-counter exchange could maintain some degree of a market in the Common Stock, we could face substantial material adverse consequences, including, but not limited to, the following: limited availability for market quotations for the Common Stock; reduced liquidity with respect to and decreased trading prices of the Common Stock; a determination that shares of the Common Stock are “penny stock” under the SEC rules, subjecting brokers trading the Common Stock to more stringent rules on disclosure and the class of investors to which the broker may sell the Common Stock; limited news and analyst coverage for our Company, in part due to the “penny stock” rules; decreased ability to issue additional securities or obtain additional financing in the future; and potential breaches under or terminations of our agreements with current or prospective large stockholders, strategic investors and banks. The perception among investors that we are at heightened risk of delisting could also negatively affect the market price of our securities and trading volume of the Common Stock.

Furthermore, on [*], 2023, the closing price of our common stock was $[*]. Pursuant to Nasdaq Rule 5810(c)(3)(A)(iii), if the closing price of our common stock is $0.10 or less for 10 consecutive trading days, we will be issued a Staff Delisting Determination by Nasdaq. If we receive a Staff Delisting Determination Letter resulting from our common stock trading at or below $0.10 for 10 consecutive trading days, we will have 7 calendar days to request a hearing before a Nasdaq hearings panel to review the Staff Delisting Determination, which will stay the delisting of our common stock by Nasdaq. A hearing would then take place within 45 days of the hearing request to determine whether or not our common stock would be delisted. If in the future we receive a Staff Delisting Determination there can be no assurance that we would be successful in preventing a determination by the Nasdaq hearing panel that our stock will be delisted.

~~There~~ (2) Includes (i) 6,680 shares of our common stock; (ii) 2,049,246 shares of our common stock underlying warrants issued in our November 2023 registered offering (the “November 2023 Offering”); (iii) 46,564 shares of our common stock underlying warrants issued in our April 2024 private placement of warrants (the “April 2024 Private Placement”); and (iv) 92,295 shares of our common stock underlying prefunded warrants issued in our April 2024 registered offering (the “April 2024 RD”), in each case, without giving effect to the Beneficial Ownership Limitation. The Beneficial Ownership Limitation in the November 2023 Offering warrants and the April 2024 Private Placement warrants is no4.99% ~~public~~and ~~market~~the ~~for~~Beneficial Ownership Limitation in the ~~Warrants~~April or2024 ~~Pre~~RD pre-~~Funded~~funded ~~Warrants.~~warrants is 9.99%.

~~There is~~(3) noEmpery ~~public~~Asset ~~trading~~Management ~~market~~LP, ~~for~~ the ~~Warrants~~authorized oragent ~~Pre-Funded~~of ~~Warrants~~Empery ~~being~~Tax ~~offered~~Efficient inIII, ~~this~~LP ~~Offering~~(“ETE III”), has discretionary authority to vote and wedispose doof ~~not~~the ~~expect~~shares aheld ~~market~~by ETE III and may be deemed to ~~develop~~ be the beneficial owner of these shares. InMartin ~~addition~~Hoe and Ryan Lane, wein dotheir ~~not~~capacity ~~intend~~as investment managers of Empery Asset Management LP, may also be deemed to ~~list~~have investment discretion and voting power over the ~~Warrants~~shares orheld ~~Pre-Funded~~by ~~Warrants~~ETE onIII. ~~The~~ETE ~~Nasdaq~~III, ~~Capital~~Mr. ~~Market~~Hoe orand ~~any~~Mr. ~~other~~Lane ~~national securities~~each ~~exchange~~disclaim orany ~~nationally~~beneficial ~~recognized~~ownership ~~trading~~of ~~system~~these shares. ~~Without~~The anaddress ~~active~~of ~~trading~~Empery ~~market,~~Asset ~~the~~Management ~~liquidity~~LP ofis ~~the~~One ~~Warrants~~Rockefeller orPlaza, ~~Pre-Funded Warrants~~Suite ~~will~~1205, beNew ~~limited~~York, New York 10020.

~~Since~~ (4) Includes (i) 11,810 shares of our common stock, (ii) 2,687,888 shares of our common stock underlying warrants issued in the ~~Warrants~~November ~~are~~2023 ~~executory~~Offering; ~~contracts~~(iii) 82,342 ~~they~~shares ~~may~~of ~~have~~our nocommon ~~value~~stock underlying warrants issued in athe ~~bankruptcy~~April or2024 ~~reorganization~~Private ~~proceeding~~Placement; and (iv) 163,213 shares of our common stock underlying prefunded warrants issued in the April 2024 RD, in each case, without giving effect to the Beneficial Ownership Limitation. The Beneficial Ownership Limitation in the November 2023 Offering warrants and the April 2024 Private Placement warrants is 4.99% and the Beneficial Ownership Limitation in the April 2024 RD pre-funded warrants is 9.99%.

~~In the~~(5) ~~event~~Empery aAsset ~~bankruptcy~~Management orLP, ~~reorganization~~the ~~proceeding~~authorized isagent ~~commenced~~of byEmpery orAsset ~~against~~Master usLtd (“EAM”), ahas ~~bankruptcy~~discretionary ~~court~~authority ~~may~~to ~~hold~~vote ~~that~~and ~~any~~dispose ~~unexercised~~of ~~warrants are~~the ~~executory~~shares ~~contracts~~held ~~that~~by ~~are~~EAM ~~subject~~and tomay ~~rejection~~be bydeemed usto ~~with~~be the ~~approval~~beneficial owner of ~~the~~these ~~bankruptcy court~~shares. AsMartin aHoe ~~result~~and Ryan Lane, ~~holders~~in oftheir ~~the~~capacity ~~Warrants may,~~as ~~even~~investment ifmanagers weof ~~have~~Empery ~~sufficient~~Asset ~~funds~~Management LP, ~~not~~may also be ~~entitled~~deemed to ~~receive~~have ~~any~~investment ~~consideration~~discretion ~~for~~and ~~their~~voting ~~Warrants~~power orover ~~may~~the ~~receive~~shares anheld ~~amount~~by ~~less than~~EAM. ~~they~~EAM, ~~would~~Mr. beHoe ~~entitled~~and toMr. ifLane ~~they~~each ~~had~~disclaim ~~exercised~~any ~~their~~beneficial ~~warrants~~ownership ~~prior~~of tothese ~~the~~shares. ~~commencement~~The address of ~~any~~Empery ~~such~~Asset ~~bankruptcy~~Management orLP ~~reorganization proceeding~~is One Rockefeller Plaza, Suite 1205, New York, New York 10020.

~~Provisions~~ (6) Includes (i) 18,660 shares of our common stock, (ii) 6,276,079 shares of our common stock underlying warrants issued in the ~~Warrants~~November ~~offered~~2023 ~~pursuant~~Offering; to(iii) ~~this~~130,127 ~~prospectus~~shares ~~could~~of ~~discourage~~our ancommon ~~acquisition~~stock underlying warrants issued the April 2024 Private Placement; and (iv) 257,390 shares of usour bycommon astock ~~third~~underlying prefunded warrants issued in the April 2024 RD, in each case, without giving effect to the Beneficial Ownership Limitation. The Beneficial Ownership Limitation in the November 2023 Offering warrants and the April 2024 Private Placement warrants is 4.99% and the Beneficial Ownership Limitation in the April 2024 RD pre-~~party~~funded warrants is 9.99%.

~~Certain provisions~~(7) ofSabby Management, LLC is the ~~Warrants~~investment ~~offered~~manager ~~pursuant~~of toSabby ~~this~~Volatility ~~prospectus~~Warrant ~~could~~Master ~~make~~Fund, itLtd. ~~more~~and ~~difficult~~shares orvoting ~~expensive~~and ~~for~~investment apower ~~third-party~~with respect to ~~acquire us.~~these ~~The~~shares ~~Warrants~~in ~~prohibit~~this uscapacity. ~~from~~As ~~engaging~~manager inof ~~certain~~Sabby ~~transactions~~Management, ~~constituting~~LLC, ~~“fundamental~~Hal ~~transactions”~~Mintz ~~unless,~~also ~~among other~~shares ~~things,~~voting ~~the~~and ~~surviving~~investment ~~entity~~power ~~assumes~~on ~~our~~behalf ~~obligations~~of ~~under~~Sabby ~~the~~Volatility ~~Warrants.~~Warrant ~~These~~Master ~~and~~Fund, ~~other~~Ltd. ~~provisions~~Each of ~~the~~Sabby ~~Warrants~~Management, ~~could~~LLC ~~prevent or~~and ~~deter~~Hal aMintz ~~third-party~~disclaims ~~from~~beneficial ~~acquiring~~ownership usover ~~even~~the ~~where~~securities listed except to the ~~acquisition~~extent ~~could~~of betheir ~~beneficial~~pecuniary tointerest ~~you~~therein.

~~If we~~(8) doIncludes ~~not~~(i) ~~file~~296,228 ~~and~~shares ~~maintain~~of aour ~~current~~common ~~and~~stock; ~~effective~~(ii) ~~prospectus~~9,628,278 ~~relating~~shares toof our common stock underlying warrants issued in the ~~Common~~November ~~Stock~~2023 ~~issuable~~Offering; ~~upon~~and ~~exercise~~(iii) 259,032 shares of our common stock underlying warrants issued the ~~Warrants~~April 2024 Private Placement, ~~holders will~~in ~~only~~each becase, ~~able~~without giving effect to ~~exercise~~the Beneficial Ownership Limitation. The Beneficial Ownership Limitation in the ~~Warrants~~November on2023 aOffering ~~“cashless~~warrants ~~basis~~and the April 2024 Private Placement warrants is 4.”99%.

If we do not file and maintain a current and effective registration statement relating to the Common Stock issuable upon exercise of the Warrants at the time that holders wish to exercise such Warrants, such holders will only be able to exercise them on a “cashless basis,” provided that an exemption from registration is available. As a result, the number of shares of Common Stock that holders will receive upon exercise of the warrants will be fewer than it would have been had such holder exercised his, her or its warrants for cash. Further, if an exemption from registration is not available, holders would not be able to exercise on a cashless basis and would only be able to exercise their warrants for cash if a current and effective registration statement relating to the Common Stock issuable upon exercise of the warrants is available. If we are unable to maintain a current and effective registration statement relating to the Common Stock issuable upon exercise of the warrants, the potential “upside” of the holder’s investment in us may be reduced or the warrants may expire worthless.

We may amend the terms of the Warrants in a way that may be adverse to their holders with the approval by the holders of a majority of the then outstanding Warrants.

The warrant agent agreement between us and Vstock Transfer, LLC, our Warrant Agent and Pre-Funded Warrant agent (the “Warrant Agent Agreement”) provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision. All other modifications or amendments, including any amendment to increase the exercise price of the Warrants or shorten the exercise period of the Warrants, shall require the written consent of the registered holders of a majority of the then outstanding Warrants, which may be contrary to your interests.

The Warrants may have an adverse effect on the market price of our Common Stock and make it more difficult to effect a business combination.

To the extent we issue shares of Common Stock to effect a future business combination, the potential for the issuance of a substantial number of additional shares of Common Stock upon exercise of the Warrants could make us a less attractive acquisition vehicle in the eyes of a target business. Such Warrants, when exercised, will increase the number of issued and outstanding shares of Common Stock and reduce the value of the shares issued to complete the business combination. Accordingly, the Warrants may make it more difficult to effectuate a business combination or increase the cost of acquiring a target business. Additionally, the sale, or even the possibility of a sale, of the shares of Common Stock underlying the Warrants could have an adverse effect on the market price for our securities or on our ability to obtain future financing. If and to the extent the Warrants are exercised, you may experience dilution to your holdings.

Holders of the Warrants and Pre-Funded Warrants will have no rights as holders of Common Stock until they exercise their Warrants or Pre-Funded Warrants and acquire Common Stock.

Until holders of Warrants or Pre-Funded Warrants acquire shares of Common Stock upon exercise of the Warrants or Pre-Funded Warrants, holders of Pre-Funded Warrants will have no rights with respect to the shares of our Common Stock issuable upon exercise of such Pre-Funded Warrants. Upon exercise of the Warrants or Pre-Funded Warrants, the holders thereof will be entitled to exercise the rights of a holder of Common Stock only as to matters for which the record date occurs after the exercise date.

We will not receive any meaningful amount of additional funds upon the exercise of the Pre-Funded Warrants.

Each Pre-Funded Warrant will be exercisable and will have no expiration date and by means of payment of the nominal cash purchase price upon exercise. Accordingly, we will not receive any or any meaningful additional funds upon the exercise of the Pre-Funded Warrants.

You should consult your own independent tax advisor regarding any tax matters arising with respect to the Securities offered in this Offering.

Participation in this Offering could result in various tax-related consequences for investors. All prospective purchasers of the resold securities are advised to consult their own independent tax advisors regarding the U.S. federal, state, local and non-U.S. tax consequences relevant to the purchase, ownership and disposition of the resold securities in their particular situations.

IRS CIRCULAR 230 DISCLOSURE: TO ENSURE COMPLIANCE WITH REQUIREMENTS IMPOSED BY THE INTERNAL REVENUE SERVICE, WE INFORM YOU THAT ANY U.S. TAX ADVICE CONTAINED HEREIN (INCLUDING ANY ATTACHMENTS) IS NOT INTENDED OR WRITTEN TO BE USED, AND CANNOT BE USED, FOR THE PURPOSE OF AVOIDING PENALTIES UNDER THE INTERNAL REVENUE CODE. IN ADDITION, ANY U.S. TAX ADVICE CONTAINED HEREIN (INCLUDING ANY ATTACHMENTS) IS WRITTEN TO SUPPORT THE “PROMOTION OR MARKETING” OF THE MATTER(S) ADDRESSED HEREIN. YOU SHOULD SEEK ADVICE BASED ON YOUR PARTICULAR CIRCUMSTANCES FROM YOUR OWN INDEPENDENT TAX ADVISOR.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains “forward-looking statements.” Forward-looking statements reflect the current view about future events. When used in this prospectus, the words “anticipate,” “believe,” “estimate,” “expect,” “future,” “intend,” “plan,” or the negative of these terms and similar expressions, as they relate to us or our management, identify forward-looking statements. Such statements, include, but are not limited to, statements contained in this prospectus relating to our business strategy, our future operating results and liquidity and capital resources outlook. Forward-looking statements are based on our current expectations and assumptions regarding our business, the economy and other future conditions. Because forward–looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Our actual results may differ materially from those contemplated by the forward-looking statements. They are neither statements of historical fact nor guarantees of assurance of future performance. We caution you therefore against relying on any of these forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements include, without limitation:

1. Our ability to effectively operate our business segments;

2. Our ability to manage our research, development, expansion, growth and operating expenses;

3. Our ability to evaluate and measure our business, prospects and performance metrics;

4. Our ability to compete, directly and indirectly, and succeed in the highly competitive and evolving ridesharing industry;

5. Our ability to respond and adapt to changes in technology and customer behavior;

6. Our ability to protect our intellectual property and to develop, maintain and enhance a strong brand; and

7. Other factors (including the risks contained in the section of this prospectus entitled “Risk Factors”) relating to our industry, our operations and results of operations.

Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned.

Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

USE OF PROCEEDS

We estimate that the net proceeds to us from this Offering, assuming no exercise of the Over-Allotment Option and/or Warrants in full and no sale of Pre-Funded Warrants, based on an assumed public offering price of $[*] per share (the last reported sale price of the Common Stock on The Nasdaq Capital Market on September [*], 2023), will be approximately $[*] ($[*] if the Over-Allotment Option is exercised in full), after deducting underwriter discounts and commissions and other estimated offering expenses payable by us for this Offering. We intend to use the net proceeds from the sale of the Securities in this Offering for [*].

CAPITALIZATION

The following table sets forth our consolidated cash and capitalization, as of June 30, 2023:

• On an actual basis; and

• On a pro forma basis giving effect to the sale of [*] Units by us in this public offering at an assumed public offering price of $[*] per Unit after deducting the underwriter discount and commissions and offering expenses paid by us.

You should read the following table in conjunction with “Use of Proceeds,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and related notes included in or incorporated by reference in this prospectus.

The pro forma information set forth below is illustrative only and will be adjusted based on the actual public offering price and other terms of this Offering determined at pricing.

	Actual			Pro Forma(1)(2)
Cash	$	3,333,544
Short term liabilities, including deferred revenue due within one year, and contingent consideration	$	40,006,373
Long term liabilities including lease obligations - net of current portion, and contingent consideration	$	7,994,735
Redeemable Preferred Stock
Preferred stock, 2% Series B Cumulative Perpetual, $0.0001 par value, 1,250,000 shares designated actual, 1,250,000 shares issued and outstanding actual and pro forma		3,712,500
Preferred stock, 5% Series C Cumulative Perpetual, $0.0001 par value, 2,500,000 shares designated actual, 399,996 shares issued and outstanding actual and pro forma		1,063,989
Stockholders’ Equity
Preferred stock, Series A Cumulative Preferred, $0.0001 par value, 1,250,000 shares designated actual, 552,000 shares issued and outstanding actual and pro forma		55
Preferred stock, Series X, $0.0001 par value, 10,000 shares designated actual, 10,000 shares issued and outstanding actual and pro forma		1
Common Stock, $0.0001 par value, 150,000,000 shares authorized, 8,928,330 shares issued and 8,905,633 shares outstanding actual, and [] shares issued and [] shares outstanding pro forma(4)		893
Additional paid-in capital		56,883,253
Treasury stock at cost, 22,697, actual and pro forma		(149,686	)
Accumulated deficit		(36,540,057	)
Total stockholders’ equity		20,194,459
Total capitalization		72,972,056

(1) Does not include shares issuable upon the exercise of the underwriter’s option to purchase up to [*] additional shares of Common Stock/and or Warrants.

(2) Does not include: (i) 79,112 shares of our Common Stock issuable upon exercise of outstanding vested options and (ii) 38,484 shares of our Common Stock issuable upon exercise of other outstanding warrants.

(3) The difference between issued and outstanding is 22,697 treasury shares that were bought back from the market by the Company.

DILUTION

Purchasers of our securities in this offering will experience an immediate and substantial dilution in the net tangible book value of their shares of our common stock. Dilution in net tangible book value represents the difference between the public offering price per share of common stock included in each Unit (attributing no value to the Warrants and assuming no sale of a Pre-Funded Warrant) and the pro forma net tangible book value per share of our common stock immediately after the offering.

The historical net tangible book value of our common stock as of June 30, 2023, was ($20,838,888) or ($4.69) per share. Historical net tangible book value per share of our common stock represents our total tangible assets (total assets less intangible assets) less total liabilities divided by the number of shares of our common stock outstanding as of that date. After giving effect to the sale of shares of common stock included in each Unit in this offering at a public offering price of $[*] per share of common stock included in each Unit (the last reported sale price of our common stock on Nasdaq on September [*], 2023) and assuming no exercise of the Warrants issued as part of the Units and assuming no sale of a Pre-Funded Warrant for net proceeds of approximately $[*] as if such offering and such share issuances had occurred on June 30, 2023, our pro forma net tangible book value as of June 30, 2023 would have been $[*] or approximately $[*] per share of our common stock. This represents an immediate increase in net tangible book value per share of $[*] to the existing stockholders and an immediate dilution net tangible book value per share of $[*] to new investors (attributing no value to the Warrants and assuming no sale of a Pre-Funded Warrant). We determine dilution by subtracting the as adjusted net tangible book value per share after this offering from the amount of cash that a new investor paid for a share of common stock in this offering. The following table illustrates this per share dilution to new investors:

Public offering price per Unit		$
Historical net tangible book value per share as of June 30, 2023		$
Increase in net tangible book value per share attributable to the offering		$
Pro forma net tangible book value (deficit) per share as of June 30, 2023		$
Dilution in net tangible book value per share to new investors		$

The dilution information discussed above is illustrative only and will change based on the actual public offering price and other terms of this offering determined at pricing. A $1.00 decrease in the assumed public offering price of $[*] per Unit (the last reported sale price of our common stock on Nasdaq on September [*], 2023), would decrease our pro forma net tangible book value per share after this offering by $[*] and increase dilution per share to new investors purchasing Units in this offering by $[*], assuming that the number of Units offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us and assuming no exercise of the Warrants issued as part of the Units and assuming no sale of a Pre-Funded Warrant. A $1.00 increase in the assumed public offering price of $[*] per Unit (the last reported sale price of our common stock on Nasdaq on September [*], 2023), would increase our pro forma net tangible book value per share after this offering by $[*] and decrease dilution per share to new investors purchasing Units in this offering by $[*], assuming that the number of Units offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us and assuming no exercise of the Warrants issued as part of the Units and assuming no sale of a Pre-Funded Warrant. An increase or decrease of [*] Units in the number of Units offered by us, as set forth on the cover page of this prospectus, would increase or decrease our pro forma net tangible book value per share after this offering by $0.01 and dilution per share to new investors purchasing Units in this offering by $0.01, assuming no change in the assumed public offering price per Unit and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us and assuming no exercise of the Warrants issued as part of the Units and assuming no sale of a Pre-Funded Warrant.

After completion of this offering, our existing stockholders would own approximately [*]% and our new investors would own approximately [*]% of the total number of shares of our common stock outstanding after this offering.

If the underwriters exercise their option to purchase additional shares of our common stock and/or Warrants in full and assuming no sale of a Pre-Funded Warrant, the pro forma net tangible book value after this offering would be $[*] per share, the increase in pro forma net tangible book value per share would be $[*] and dilution per share to new investors would be $[*] per share.

The above discussion and table are based on shares of our common stock outstanding as of [*], 2023 and excludes [*].

To the extent that outstanding options or warrants are exercised, you will experience further dilution. In addition, we may choose to raise additional capital due to market conditions or strategic considerations even if we believe we have sufficient funds for our current or future operating plans. To the extent that additional capital is raised through the sale of equity or convertible debt securities, the issuance of these securities may result in further dilution to our stockholders.

Capitalization Table

Shares Purchased Total Consideration Number Percent Amount Percent Per Share Existing stockholders New Investors

DESCRIPTION OF SECURITIES

For a more detailed description of the Company’s Common Stock, reference is made to the Company’s Form 8-A filed with the SEC on July 13, 2021; For a more detailed description of the Company’s Series A Preferred Stock and Series X Preferred Stock, reference is made to the Company’s Registration Statement on Form S-1 (No. 333-257197, initially filed with the SEC on June 21, 2021; for a more detailed description of the Company’s Series B Preferred Stock and Series C Preferred Stock, reference is made the Company’s Current Report on Form 8-K filed with the SEC on February 1, 2023.

General

The Company is authorized to issue two classes of stock. The total number of shares of stock which the Company is authorized to issue is 170,000,000 shares of capital stock, consisting of 150,000,000 shares of Common Stock, of which there are 9,849,531 shares are issued and outstanding, and 20,000,000 shares of preferred stock, $0.0001 par value per share of which 1,250,000 have been designated Series A Preferred Stock, of which 522,000 shares are issued and outstanding; 1,250,000 have been designated Series B Preferred Stock, all of which are outstanding; 2,500,000 have been designated Series C Preferred Stock of which 399,996 shares are outstanding. There are [*] holders of our Common Stock.

Warrants Offered in this Offering

The following summary of certain terms and provisions of the Warrants offered hereby is not complete and is subject to, and qualified in its entirety by the provisions of the form of the Warrant Agreement, which is filed as Exhibit [*] to the registration statement of which this prospectus is a part. Prospective investors should carefully review the terms and provisions set forth in the form of the Warrant Agreement

Exercisability. The Warrants are exercisable at any time after their original issuance up to [*]. Each of the Warrants will be exercisable, at the option of each holder, in whole or in part by delivering to us a duly executed exercise notice accompanied by payment in full in immediately available funds for the number of shares of our Common Stock subscribed for upon such exercise (except in the case of a cashless exercise as discussed below). If a registration statement registering the issuance of the shares of our Common Stock underlying the Warrants under the Securities Act is not effective or available, the holder may, in its sole discretion, elect to exercise the Warrants through a cashless exercise, in which case the holder would receive upon such exercise the net number of shares of our Common Stock determined according to the formula set forth in the Warrants. No fractional shares of our Common Stock will be issued in connection with the exercise of a Warrant. In lieu of fractional shares, we will pay the holder an amount in cash equal to the fractional amount multiplied by the exercise price.

Exercise Limitation. A holder will not have the right to exercise any portion of the Warrants if the holder (together with its affiliates) would beneficially own in excess of 4.99% (or, upon election by a holder prior to the issuance of any warrants, 9.99%) of the number of shares of our Common Stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Warrants. However, any holder may increase or decrease such percentage to any other percentage not in excess of 9.99%, upon at least 61 days’ prior notice from the holder to us with respect to any increase in such percentage.

Exercise Price. The exercise price of Warrants is $[*] per share ([*]% of the offering price per Unit). The exercise price and number of shares of Common Stock issuable upon exercise will adjust in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications, dilutive issuances or similar events.

[Adjustments for Subsequent Offerings. Subject to certain exemptions outlined in the Warrant, for the life of the warrant, if the Company shall sell, enter into an agreement to sell, or grant any option to purchase, or sell, enter into an agreement to sell, or grant any right to reprice, or otherwise dispose of or issue (or announce any offer, sale, grant or any option to purchase or other disposition) any shares of Common Stock or convertible security at an effective price per share less than the exercise price of the Warrants then in effect, the exercise price of the Warrants shall be adjusted to equal such lower price and the number of common shares issuable upon exercise of the Warrant shall be proportionally adjusted so that the aggregate exercise price of the Warrant shall remain unchanged.]

Share Combination Event Adjustments. If at any time on or after the date of issuance there occurs any share split, share dividend, share combination recapitalization or other similar transaction involving our Common Stock and the lowest daily volume weighted average price during the five consecutive trading days commencing on the date of such event is less than the exercise price then in effect, then the exercise price shall be reduced to the lowest daily volume weighted average price during such five day period and the number of warrant shares issuable shall be increased such that the aggregate exercise price payable thereunder, after taking into account the decrease in the exercise price, shall be equal to the aggregate exercise price on the date of issuance. Such adjustment may only be made one time.

Right of Participation. For 24 months after the closing date of this offering, if there are any offers, sales, or grant of any option to purchase any the Company’s or its subsidiaries’ equity, debt, or equivalent securities (the “Subsequent Financing”), then certain Qualified Purchasers shall have the right to participate, pro rata, in up to 35% of the Subsequent Financing amount. “Qualified Purchasers” are any investors who have purchased a minimum of $500,000 of common shares and/or prefunded warrants (inclusive of the exercise price for the Pre-Funded Warrants) in this offering.

Fundamental Transactions. In the event of a fundamental transaction, as described in the Warrants and generally including, with certain exceptions, any reorganization, recapitalization or reclassification of our shares of Common Stock, the sale, transfer or other disposition of all or substantially all of our properties or assets, our consolidation or merger with or into another person, the acquisition of more than 50% of our outstanding shares of Common Stock, or any person or group becoming the beneficial owner of 50% of the voting power represented by our outstanding shares of Common Stock, the holders of the Warrants will be entitled to receive upon exercise thereof the kind and amount of securities, cash or other property that the holders would have received had they exercised the warrants immediately prior to such fundamental transaction. [Additionally, as more fully described in the Warrant, in the event of such fundamental transaction, the Company will at the option of the holder of the Warrant purchase the Warrant at a price equal to the Black Scholes value of the remaining unexercised portion of the Warrants on the date of consummation of such fundamental transaction.]

Rights as a Shareholder. Except as otherwise provided in the Warrants or by virtue of such holder’s ownership of our shares of Common Stock, the holder of a Warrant does not have the rights or privileges of a holder of our shares of Common Stock, including any voting rights, until the holder exercises the Warrant.

Warrant Agent; Global Certificate. Pursuant to the Warrant Agent Agreement, the Warrants will be issued in book-entry form and shall initially be represented only by one or more global warrants deposited with the warrant agent, as custodian on behalf of The Depository Trust Company, or DTC, and registered in the name of Cede & Co., a nominee of DTC, or as otherwise directed by DTC.

Transferability. Subject to applicable laws, the Warrants may be offered for sale, sold, transferred or assigned without our consent.

Exchange Listing. We do not intend to apply for listing of the Warrants on any exchange or market.

Governing Law. The Warrants are governed by New York law.

Pre-Funded Warrants Offered in this Offering

The following summary of certain terms and provisions of the Pre-Funded Warrants offered hereby is not complete and is subject to, and qualified in its entirety by the provisions of the form of Pre-Funded Warrant, which is filed as an exhibit to the registration statement of which this prospectus is a part. Prospective investors should carefully review the terms and provisions set forth in the form of Pre-Funded Warrant.

The term “pre-funded” refers to the fact that the purchase price of our common stock in this offering includes almost the entire exercise price that will be paid under the Pre-Funded Warrants, except for a nominal remaining exercise price of $0.001. The purpose of the Pre-Funded Warrants is to enable investors that may have restrictions on their ability to beneficially own more than 4.99% (or, upon election of the holder, 9.99%) of our outstanding common stock following the consummation of this offering the opportunity to invest capital into our Company without triggering their ownership restrictions, by receiving Pre-Funded Warrants in lieu of our common stock which would result in such ownership of more than 4.99% (or 9.99%), and receive the ability to exercise their option to purchase the shares underlying the Pre-Funded Warrants at such nominal price at a later date.

Duration. The Pre-Funded Warrants offered hereby will entitle the holders thereof to purchase shares of our common stock at a nominal exercise price of $0.001 per share, at any time after its original issuance until exercised in full.

Exercise Limitation. A holder will not have the right to exercise any portion of the Pre-Funded Warrant if the holder (together with its affiliates and certain related parties) would beneficially own in excess of 4.99% (or, upon election of the holder, 9.99%) of the number of shares of our common stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Pre-Funded Warrants. However, any holder may increase, but not in excess of 9.99%, or decrease such percentage, provided that any increase will not be effective until the 61st day after such election.

Exercise Price. The Pre-Funded Warrants will have an exercise price of $0.001 per share. The exercise price is subject to appropriate adjustment in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting our common stock and also upon any distributions of assets, including cash, stock or other property to our stockholders.

Warrant Agent; Global Certificate. The Pre-Funded Warrants will be issued in registered form under a warrant agency agreement between a warrant agent and us. The Pre-Funded Warrants will initially be represented only by one or more global warrants deposited with the warrant agent, as custodian on behalf of The Depository Trust Company, or DTC, and registered in the name of Cede & Co., a nominee of DTC, or as otherwise directed by DTC.

Transferability. Subject to applicable laws, the Pre-Funded Warrants may be offered for sale, sold, transferred or assigned without our consent.

Exchange Listing. There is no established public trading market for the Pre-Funded Warrants being offered in this offering, and we do not expect a market to develop. In addition, we do not intend to apply to list the Pre-Funded Warrants on any national securities exchange or other nationally recognized trading system, including the Nasdaq Capital Market. Without an active trading market, the liquidity of Pre-Funded Warrants will be limited.

Fundamental Transactions. If a fundamental transaction occurs, then the successor entity will succeed to, and be substituted for us, and may exercise every right and power that we may exercise and will assume all of our obligations under the Pre-Funded Warrants with the same effect as if such successor entity had been named in the Pre-Funded Warrant itself. If holders of our common stock are given a choice as to the securities, cash or property to be received in a fundamental transaction, then the holder shall be given the same choice as to the consideration it receives upon any exercise of the Pre-Funded Warrant following such fundamental transaction.

Rights as a Stockholder. Except as otherwise provided in the Pre-Funded Warrants or by virtue of such holder’s ownership of shares of our common stock, the holder of a Pre-Funded Warrant does not have the rights or privileges of a holder of our common stock, including any voting rights, until the holder exercises the Pre-Funded Warrant.

MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES

The following discussion is a summary of the material U.S. federal income tax consequences of the purchase, ownership and disposition of the shares of Common Stock, Pre-Funded Warrants and Warrants acquired pursuant to this Offering but does not purport to be a complete analysis of all potential tax effects. The effects of other U.S. federal tax laws, such as estate and gift tax laws, and any applicable state, local or foreign tax laws are not discussed. This discussion is based on the Internal Revenue Code of 1986, as amended (the “Code”), Treasury Regulations promulgated thereunder, judicial decisions, and published rulings and administrative pronouncements of the IRS, in effect as of the date of this offering. These authorities may change or be subject to differing interpretations. Any such change or differing interpretation may be applied retroactively in a manner that could adversely affect a U.S. holder of our Common Stock, Pre-Funded Warrants and Warrants. We have not sought and will not seek any rulings from the Internal Revenue Service (the “IRS”) regarding the matters discussed below. There can be no assurance the IRS or a court will not take a contrary position regarding the tax consequences of the purchase, ownership and disposition of our Common Stock, Pre-Funded Warrants and Warrants.

We assume in this discussion that each holder holds shares of our Common Stock, Pre-Funded Warrants and Warrants as “capital assets” within the meaning of Section 1221 of the Code (generally, property held for investment). This discussion does not address all U.S. federal income tax consequences that may be relevant to a particular holder’s individual circumstances, including the impact of the alternative minimum tax or the unearned income Medicare contribution tax. In addition, it does not address consequences relevant to holders subject to particular rules, including, without limitation:

• U.S. expatriates and certain former citizens or long-term residents of the United States;

• persons holding our Common Stock, Warrants or Pre-Funded Warrants as part of a hedge, straddle or other risk reduction strategy or as part of a conversion transaction or other integrated investment;

• banks, insurance companies, and other financial institutions;

• regulated investment companies or real estate investment trusts;

• brokers, dealers or traders in securities or currencies;

• controlled foreign corporations, “passive foreign investment companies,” and corporations that accumulate earnings to avoid U.S. federal income tax;

• partnerships or other entities or arrangements treated as partnerships for U.S. federal income tax purposes (and investors therein);

• tax-exempt organizations or governmental organizations;

• persons deemed to sell our Common Stock, Warrants or Pre-Funded Warrants under the constructive sale provisions of the Code;

• persons for whom our Common Stock, Warrants or Pre-Funded Warrants constitutes “qualified small business stock” within the meaning of Section 1202 of the Code or as “Section 1244 stock” for purposes of Section 1244 of the Code;

• persons subject to special tax accounting rules as a result of any item of gross income with respect to our Common Stock or Warrants being taken into account in an “applicable financial statement” (as defined in the Code);

• persons who hold or receive our Common Stock, Warrants or Pre-Funded Warrants pursuant to the exercise of any employee stock option or otherwise as compensation;

• tax-qualified retirement plans; and

• “qualified foreign pension funds” as defined in Section 897(l)(2) of the Code and entities all of the interest of which are held by qualified foreign pension funds.

If a partnership (or other entity treated as a partnership for U.S. federal income tax purposes) holds our Common Stock, Pre-Funded Warrants or Warrants, the tax treatment of a partner in the partnership will depend on the status of the partner, the activities of the partnership and certain determinations made at the partner level. Accordingly, partnerships holding our Common Stock, Pre-Funded Warrants or Warrants, and the partners in such partnerships should consult their tax advisors regarding the U.S. federal income tax consequences to them.

THIS DISCUSSION IS FOR INFORMATION PURPOSES ONLY AND IS NOT INTENDED AS LEGAL OR TAX ADVICE. INVESTORS SHOULD CONSULT THEIR TAX ADVISORS WITH RESPECT TO THE APPLICATION OF THE U.S. FEDERAL INCOME TAX LAWS TO THEIR PARTICULAR SITUATIONS AS WELL AS ANY TAX CONSEQUENCES OF THE PURCHASE, OWNERSHIP AND DISPOSITION OF OUR COMMON STOCK, PRE-FUNDED WARRANTS, AND WARRANTS ARISING UNDER THE U.S. FEDERAL ESTATE OR GIFT TAX LAWS OR UNDER THE LAWS OF ANY STATE, LOCAL OR NON-U.S. TAXING JURISDICTION OR UNDER ANY APPLICABLE INCOME TAX TREATY.

For purposes of this discussion, a “U.S. holder” is any beneficial owner of our Common Stock, Pre-Funded Warrants, or Warrants that, for U.S. federal income tax purposes, is:

• an individual who is a citizen or resident of the United States;

• a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States, any state thereof, or the District of Columbia;

• an estate, the income of which is subject to U.S. federal income tax regardless of its source; or

• a trust that (1) is subject to the primary supervision of a U.S. court and the control of one or more United States persons (within the meaning of Section 7701(a)(30) of the Code), or (2) has made a valid election under applicable Treasury Regulations to be treated as a United States person for U.S. federal income tax purposes.

The term “non-U.S. holder” means any beneficial owner of our Common Stock, Pre-Funded Warrants or Warrants that is not a U.S. holder and is not a partnership or other entity properly classified as a partnership for U.S. federal income tax purposes. For the purposes of this discussion, U.S. holders and non-U.S. holders are referred to collectively as “holders.”

General Treatment of Pre-Funded Warrants

Although it is not entirely free from doubt, a Pre-Funded Warrant should be treated as a share of our Common Stock for U.S. federal income tax purposes and a holder of Pre-Funded Warrants should generally be taxed in the same manner as a holder of Common Stock as described below. Each holder should consult his, her or its own tax advisor regarding the risks associated with the acquisition of a Unit pursuant to this offering (including potential alternative characterizations). The balance of this discussion generally assumes that the characterization described above is respected for U.S. federal income tax purposes.

Allocation of Purchase Price Between Share of Common Stock and Accompanying Warrant to Purchase Our Common Stock

For U.S. federal income tax purposes, each Unit and Pre-Funded Unit should be treated as an “investment unit” consisting of one share of Common Stock or one Pre-Funded Warrant, as applicable, and a Warrant to acquire one share of our Common Stock. The purchase price for each investment unit will be allocated between these two components in proportion to their relative fair market values at the time the unit is purchased by the holder. This allocation of the purchase price for each investment unit will establish the holder’s initial tax basis for U.S. federal income tax purposes in the share of Common Stock or Pre-Funded Warrant, as applicable, and the Warrant included in each investment unit. The separation of the Common Stock or Pre-Funded Warrant, as applicable, and the Warrant included in each investment unit should not be a taxable event for U.S. federal income tax purposes. Each holder should consult his, her or its own tax advisor regarding the allocation of the purchase price for an investment unit.

U.S. Holders

Exercise or Expiration of Warrants

In general, a U.S. holder will not recognize gain or loss for U.S. federal income tax purposes upon exercise of a Warrant, except to the extent the U.S. holder receives a cash payment for any fractional share of Common Stock that would otherwise have been issuable upon exercise of the Warrant, which will be treated as a sale subject to the rules described under “Disposition of Our Common Stock, Pre-Funded Warrants or Warrants” below. The U.S. holder will take a tax basis in the shares acquired on the exercise of a Warrant equal to the exercise price of the Warrant, increased by the U.S. holder’s adjusted tax basis in the Warrant exercised (as determined pursuant to the rules discussed above) and decreased by the adjusted tax basis allocable to any fractional share that would otherwise have been issuable upon exercise of the Warrant. The U.S. holder’s holding period in the shares of our Common Stock acquired on exercise of the Warrant will begin on the date of exercise of the Warrant, and will not include any period for which the U.S. holder held the Warrant.

In certain limited circumstances, a U.S. holder may be permitted to undertake a cashless exercise of Warrants into our common stock. The U.S. federal income tax treatment of a cashless exercise of Warrants into our Common Stock is unclear, and the tax consequences of a cashless exercise could differ from the consequences upon the exercise of a Warrant described in the preceding paragraph. U.S. holders should consult their own tax advisors regarding the U.S. federal income tax consequences of a cashless exercise of Warrants.

The lapse or expiration of a Warrant will be treated as if the U.S. holder sold or exchanged the Warrant and recognized a capital loss equal to the U.S. holder’s tax basis in the Warrant. The deductibility of capital losses is subject to limitations.

Certain Adjustments to Warrants

Under Section 305 of the Code, an adjustment to the number of shares of Common Stock issued on the exercise of the Warrants, or an adjustment to the exercise price of the Warrants, may be treated as a constructive distribution to a U.S. holder of the Warrants if, and to the extent that, such adjustment has the effect of increasing such U.S. holder’s proportionate interest in our “earnings and profits” or assets, depending on the circumstances of such adjustment (for example, if such adjustment is to compensate for a distribution of cash or other property to our shareholders). An adjustment made pursuant to a bona fide reasonable adjustment formula that has the effect of preventing dilution should generally not be considered to result in a constructive distribution. Any such constructive distribution would be taxable whether or not there is an actual distribution of cash or other property to the holders of Warrants. In certain circumstances, if we were to make a distribution in cash or other property with respect to our Common Stock after the issuance of the Warrants, then we may make a corresponding distribution to a Warrant holder. The taxation of a distribution received with respect to a Warrant is unclear. It is possible such a distribution would be treated as a distribution (or constructive distribution), although other treatments are possible. For more information regarding the tax considerations related to distributions, see the discussion below in “Distributions.” U.S. holders should consult their tax advisors regarding the proper treatment of any adjustments to the Warrants and any distributions with respect to the Warrants.

Distributions

We do not anticipate declaring or paying dividends to holders of our Common Stock in the foreseeable future. However, if we do make distributions on our Common Stock or Pre-Funded Warrants to a U.S. holder, such distributions of cash or property generally will constitute dividends for U.S. federal income tax purposes to the extent paid from our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Distributions in excess of our current and accumulated earnings and profits will constitute a return of capital that is applied against and reduces, but not below zero, a U.S. holder’s adjusted tax basis in our Common Stock or Pre-Funded Warrant, as applicable. Any remaining excess will be treated as gain realized on the sale or exchange of our Common Stock or Pre-Funded Warrant as described below under the subsection titled “Disposition of Our Common Stock, Pre-Funded Warrants or Warrants.”

Disposition of Our Common Stock, Pre-Funded Warrants or Warrants

Upon a sale or other taxable disposition of our Common Stock, Pre-Funded Warrants or Warrants, a U.S. holder generally will recognize capital gain or loss in an amount equal to the difference between the amount realized and the U.S. holder’s adjusted tax basis in the Common Stock, Pre-Funded Warrants or Warrants. Capital gain or loss will constitute long-term capital gain or loss if the U.S. holder’s holding period for the Common Stock, Pre-Funded Warrants or Warrants exceeds one year. The deductibility of capital losses is subject to certain limitations. U.S. holders who recognize losses with respect to a disposition of our Common Stock, Pre-Funded Warrants or Warrants should consult their own tax advisors regarding the tax treatment of such losses.

Information Reporting and Backup Reporting

Information reporting requirements generally will apply to payments of dividends (including constructive dividends) on the Common Stock, Pre-Funded Warrants and Warrants and to the proceeds of a sale or other disposition of Common Stock, Pre-Funded Warrants and Warrants paid by us to a U.S. holder unless such U.S. holder is an exempt recipient, such as a corporation. Backup withholding will apply to those payments if the U.S. holder fails to provide the holder’s taxpayer identification number, or certification of exempt status, or if the holder otherwise fails to comply with applicable requirements to establish an exemption.

Backup withholding is not an additional tax. Rather, any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against the U.S. holder’s U.S. federal income tax liability provided the required information is timely furnished to the IRS. U.S. holders should consult their own tax advisors regarding their qualification for exemption from information reporting and backup withholding and the procedure for obtaining such exemption.

Non-U.S. Holders

Exercise and Expiration of Warrants

In general, a non-U.S. holder will not recognize gain or loss for U.S. federal income tax purposes upon the exercise of Warrants into shares of Common Stock, except to the extent the non-U.S. holder receives a cash payment for any fractional share of Common Stock that would otherwise have been issuable upon exercise of the Warrant, which will be treated as a sale subject to the rules described under “Disposition of Our Common Stock, Pre-Funded Warrants or Warrants” below. The U.S. federal income tax treatment of a cashless exercise of Warrants into our Common Stock is unclear. A non-U.S. holder should consult his, her, or its own tax advisor regarding the U.S. federal income tax consequences of a cashless exercise of Warrants.

The expiration of a Warrant will be treated as if the non-U.S. holder sold or exchanged the Warrant and recognized a capital loss equal to the non-U.S. holder’s tax basis in the Warrant. However, a non-U.S. holder will not be able to utilize a loss recognized upon expiration of a Warrant against the non-U.S. holder’s U.S. federal income tax liability unless the loss is effectively connected with the non-U.S. holder’s conduct of a trade or business within the United States (and, if an income tax treaty applies, is attributable to a permanent establishment or fixed base in the United States) or is treated as a U.S.-source loss and the non-U.S. holder is present 183 days or more in the taxable year of disposition and certain other conditions are met.

Certain Adjustments to Warrants

As described under “U.S. Holders - Certain Adjustments to Warrants,” an adjustment to the Warrants could result in a constructive distribution to a non-U.S. holder, which would be treated as described under “Distributions” below. Any resulting withholding tax attributable to deemed dividends would be collected from other amounts payable or distributable to the non-U.S. holder. Non-U.S. holders should consult their tax advisors regarding the proper treatment of any adjustments to and distributions on the Warrants.

Distributions

As discussed above, we do not anticipate declaring or paying dividends in the foreseeable future. However, if we do make distributions on our Common Stock or Pre-Funded Warrants, such distributions of cash or property generally will constitute dividends for U.S. federal income tax purposes to the extent paid from our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Amounts not treated as dividends for U.S. federal income tax purposes will constitute a return of capital and first be applied against and reduce a non-U.S. holder’s adjusted tax basis in its Common Stock or Pre-Funded Warrants, but not below zero. Any excess will be treated as capital gain and will be treated as described below in the section relating to the sale or disposition of our Common Stock, Pre-Funded Warrants or Warrants. Because we may not know the extent to which a distribution is a dividend for U.S. federal income tax purposes at the time it is made, for purposes of the withholding rules discussed below we or the applicable withholding agent may treat the entire distribution as a dividend.

Subject to the discussion below on backup withholding and the Foreign Account Tax Compliance Act and the rules and regulations promulgated thereunder (collectively, “FACTA”), dividends paid to a non-U.S. holder of our Common Stock or Pre-Funded Warrants that are not effectively connected with the non-U.S. holder’s conduct of a trade or business within the United States will be subject to U.S. federal withholding tax at a rate of 30% of the gross amount of the dividends (or such lower rate specified by an applicable income tax treaty). In order to receive a reduced treaty rate, you must provide us with an IRS Form W-8BEN, IRS Form W-8BEN-E or other appropriate version of IRS Form W-8 certifying qualification for the reduced rate.

If dividends paid to a non-U.S. holder are effectively connected with the non-U.S. holder’s conduct of a trade or business within the United States (and, if required by an applicable income tax treaty, the non-U.S. holder maintains a permanent establishment in the United States to which such dividends are attributable), then, although exempt from U.S. federal withholding tax (provided the non-U.S. holder provides appropriate certification, as described below), the non-U.S. holder will be subject to U.S. federal income tax on such dividends on a net income basis at the regular graduated rates. In order to obtain this exemption, you must provide us with an IRS Form W-8ECI or other applicable IRS Form W-8 properly certifying such exemption. In addition, a non-U.S. holder that is a corporation may be subject to a branch profits tax at a rate of 30% (or such lower rate specified by an applicable income tax treaty) on its effectively connected earnings and profits for the taxable year that are attributable to such dividends, as adjusted for certain items. Non-U.S. holders should consult their tax advisors regarding their entitlement to benefits under any applicable income tax treaty and regarding any applicable treaties that may provide for different rules.

If you hold our Common Stock, Pre-Funded Warrants or Warrants through a financial institution or other agent acting on your behalf, you will be required to provide appropriate documentation to the agent, which then will be required to provide certification to us or our paying agent, either directly or through other intermediaries. You may be eligible to obtain a refund of any excess amounts withheld by timely filing an appropriate claim for refund with the IRS.

Disposition of Our Common Stock, Pre-Funded Warrants or Warrants

In general, subject to the discussions below on backup withholding, information reporting and foreign accounts, a non-U.S. holder will not be subject to U.S. federal income tax on any gain realized upon the sale or other taxable disposition of our Common Stock, Pre-Funded Warrants or Warrants unless:

• the gain is effectively connected with the non-U.S. holder’s conduct of a trade or business within the United States (and, if required by an applicable income tax treaty, the non-U.S. holder maintains a permanent establishment or fixed base in the United States to which such gain is attributable);

• the non-U.S. holder is a nonresident alien individual present in the United States for 183 days or more during the taxable year of the disposition and certain other requirements are met; or

• our Common Stock constitutes U.S. real property interests, or USRPIs, by reason of our status as a U.S. real property holding corporation, or USRPHC, for U.S. federal income tax purposes at any time within the shorter of the five-year period preceding the non-U.S. holder’s disposition of, or their holding period for, our Common Stock or Warrants.

Gain described in the first bullet point above will generally be subject to U.S. federal income tax on a net income basis at the regular rates. A non-U.S. holder that is a corporation also may be subject to a branch profits tax at a rate of 30% (or such lower rate specified by an applicable income tax treaty) on such effectively connected gain, as adjusted for certain items.

A non-U.S. holder described in the second bullet point above will be subject to U.S. federal income tax at a rate of 30% (or such lower rate specified by an applicable income tax treaty) on any gain derived from the disposition, which may be offset by certain U.S. source capital losses of the non-U.S. holder (even though the individual non-U.S. holder is not considered a resident of the United States) provided the non-U.S. holder has timely filed U.S. federal income tax returns with respect to such losses.

With respect to the third bullet point above, we believe we are not currently and do not anticipate becoming a USRPHC. However, because the determination of whether we are a USRPHC depends on the fair market value of our USRPIs relative to the fair market value of our non-U.S. real property interests and our other business assets, there can be no assurance we will not become a USRPHC in the future. Even if we are determined to be or were to become a USRPHC, gain arising from the sale or other taxable disposition by a non-U.S. holder of our Common Stock, Pre-Funded Warrants or Warrants will not be subject to U.S. federal income tax if our Common Stock is “regularly traded,” as defined by applicable Treasury Regulations, on an established securities market, and such non-U.S. holder owned, actually and constructively, 5% or less of our Common Stock throughout the shorter of the five-year period ending on the date of the sale or other taxable disposition or the non-U.S. holder’s holding period. Special rules may apply to the determination of the 5% threshold in the case of a holder of a Pre-Funded Warrant or Warrant. Non-U.S. holders are urged to consult their own tax advisors regarding the effect of holding our Pre-Funded Warrants or Warrants on the calculation of such 5% threshold. If we are a USRPHC and either our Common Stock is not regularly traded on an established securities market or a non-U.S. holder holds, or is treated as holding, more than 5% of our outstanding common stock, directly or indirectly, during the applicable testing period, such non-U.S. holder’s gain on the disposition of shares of our Common Stock, Pre-Funded or Warrants generally will be taxed in the same manner as gain that is effectively connected with the conduct of a U.S. trade or business, except that the branch profits tax generally will not apply. If we are a USRPHC and our Common Stock is not regularly traded on an established securities market, a non-U.S. holder’s proceeds received on the disposition of shares will also generally be subject to withholding at a rate of 15%. No assurance can be provided that our Common Stock will be regularly traded on an established securities market for purposes of the rules described above. Prospective investors are encouraged to consult their tax advisors regarding the possible consequences to them if we are, or were to become, a USRPHC.

Non-U.S. holders should consult their tax advisors regarding potentially applicable income tax treaties that may provide for different rules.

Information Reporting and Backup Withholding

Generally, we must report annually to the IRS the amount of distributions (including constructive distributions) on our Common Stock, Pre-Funded Warrants or Warrants paid to each non-U.S. holder, their name and address, and the amount of tax withheld, if any. Copies of information returns that are filed with the IRS may also be made available under the provisions of an applicable treaty or agreement to the tax authorities of the country in which the non-U.S. holder resides or is established.

Payments of dividends (including constructive dividends) or of proceeds on the disposition of our Common Stock, Pre-Funded Warrants or Warrants made to a non-U.S. holder may be subject to information reporting and backup withholding at a current rate of 24% unless the non-U.S. holder establishes an exemption, for example, by properly certifying their non-U.S. status on an IRS Form W-8BEN, IRS Form W-8BEN-E or another appropriate version of IRS Form W-8. Notwithstanding the foregoing, backup withholding and information reporting may apply if either we or our paying agent has actual knowledge, or reason to know, that a holder is a U.S. person.

Under current U.S. federal income tax law, U.S. information reporting and backup withholding requirements generally will apply to the proceeds of a disposition of our Common Stock, Pre-Funded Warrants or Warrants effected by or through a U.S. office of any broker, U.S. or foreign, except that information reporting and such requirements may be avoided if the holder provides a properly executed and appropriate IRS Form W-8 or otherwise meets documentary evidence requirements for establishing non- U.S. holder status or otherwise establishes an exemption. Generally, U.S. information reporting and backup withholding requirements will not apply to a payment of disposition proceeds to a non-U.S. holder where the transaction is effected outside the U.S. through a non-U.S. office of a non-U.S. broker. Information reporting and backup withholding requirements may, however, apply to a payment of disposition proceeds if the broker has actual knowledge, or reason to know, that the holder is, in fact, a U.S. person. For information reporting purposes, certain brokers with substantial U.S. ownership or operations will generally be treated in a manner similar to U.S. brokers.

Non-U.S. holders should consult their tax advisors regarding the application of the information reporting and backup withholding rules to them.

Foreign Account Tax Compliance Act

FATCA generally imposes withholding tax at a rate of 30% on dividends (including constructive dividends) on our Common Stock, Pre-Funded Warrants or Warrants, and certain other withholding payments, if paid to a non-U.S. entity unless (i) if the non-U.S. entity is a “foreign financial institution,” the non-U.S. entity undertakes certain due diligence, reporting, withholding, and certification obligations, (ii) if the non-U.S. entity is not a “foreign financial institution,” the non-U.S. entity identifies certain of its U.S. investors, if any, or (iii) the non-U.S. entity is otherwise exempt under FATCA. While withholding under FATCA may apply to payments of gross proceeds from a sale or other disposition of our Common Stock, Pre-Funded Warrants or Warrants, under proposed U.S. Treasury Regulations withholding on payments of gross proceeds is not required. Although such regulations are not final, applicable withholding agents may rely on the proposed regulations until final regulations are issued.

The preceding discussion of material U.S. federal income tax considerations is for informational purposes only. It is not tax advice. Prospective investors should consult their own tax advisors regarding the particular U.S. federal, state, local and non-U.S. tax consequences of purchasing, holding and disposing of our Common Stock, Pre-Funded Warrants or Warrants, including the consequences of any proposed changes in applicable laws.

UNDERWRITING

[*], is acting as the underwriter of the Offering. We have entered into an underwriting agreement dated [*], 2023 with the underwriter. Subject to the terms and conditions of the underwriting agreement, we have agreed to sell to the underwriter, and the underwriter has agreed to purchase, at the public offering price less the underwriting discounts, the number of Units and Pre-Funded Units listed next to its name in the following table:

Underwriter Number of Units Number of Pre-Funded Units [*].

The underwriter is committed to purchase all of the Units offered by us other than those covered by the Over-Allotment Option. The obligations of the underwriter may be terminated upon the occurrence of certain events specified in the Underwriting Agreement. Furthermore, pursuant to the Underwriting Agreement, the underwriter’s obligations are subject to customary conditions, representations and warranties contained in the Underwriting Agreement, such as receipt by the underwriter of officers’ certificates and legal opinions.

We have been advised by the underwriter that it proposes to offer the Securities directly to the public at the public offering price set forth on the cover page of this prospectus. Any securities sold by the underwriter to securities dealers will be sold at the public offering price less a selling concession not in excess of up to $[*] per share.

No action has been taken by us or the underwriter that would permit a public offering of the Securities in any jurisdiction outside the United States where action for that purpose is required, including Canada. None of the Securities included in this Offering may be offered or sold, directly or indirectly, nor may this prospectus or any other offering material or advertisements in connection with the offer and sales of any of the securities offering hereby be distributed or published in any jurisdiction except under circumstances that will result in compliance with the applicable rules and regulations of that jurisdiction. Persons who receive this prospectus are advised to inform themselves about and to observe any restrictions relating to this offering of securities and the distribution of this prospectus. This prospectus is neither an offer to sell nor a solicitation of any offer to buy the securities in any jurisdiction where that would not be permitted or legal. No sales of the Securities under this prospectus will be made to a resident of Canada.

[The underwriter has advised us that it does not intend to confirm sales to any account over which it exercises discretionary authority].

Underwriting Discount and Expenses

The following table summarizes the underwriting discount and commission to be paid to the underwriter by us.

		Per Unit		Total
Public offering price	$		$
Underwriting discounts and commissions(1)	$		$
Proceeds, before expenses, to us	$		$

We estimate the total expenses payable by us for this Offering to be approximately $[*], which amount includes (i) the underwriting discount of $[*] (assuming no exercise of the Over-Allotment Option) and (ii) a non-accountable expense allowance of $[*] (assuming no exercise of the Over-Allotment Option) and (iii) reimbursement of the accountable expenses of the underwriter of $[*], including the legal fees of the underwriter and (iv) other estimated company expenses of approximately $[*] which includes legal accounting printing costs and various fees associated with the registration and listing of the Common Stock.

The Securities we are offering are being offered by the underwriter subject to certain conditions specified in the Underwriting Agreement.

Over-allotment Option

We have granted to the underwriter an Over-Allotment Option exercisable not later than 45 days after the date of this prospectus to purchase up to a number of additional shares of Common Stock and/or Pre-Funded Warrants and/or Warrants equal to 15% of the number of shares of Securities in this Offering at the applicable public offering price listed on the cover of this prospectus, less the underwriting discounts and commissions. The underwriter may exercise its Over-Allotment Option, if any, made in connection with this Offering. If any additional shares of Common Stock and/or Pre-Funded Warrants and/or Warrants are purchased, the underwriter will offer these securities on the same terms as those on which the other securities are being offered.

Certain Relationships

The underwriter and its affiliates have and may in the future provide, from time to time, investment banking and financial advisory services to us in the ordinary course of business, for which they may receive customary fees and commissions.

Transfer Agent and Registrar

The transfer agent and registrar for our Common Stock is Vstock Transfer, LLC.

Stabilization, Short Positions and Penalty Bids

The underwriter may engage in syndicate covering transactions stabilizing transactions and penalty bids or purchases for the purpose of pegging, fixing or maintaining the price of our Common Stock:

• Syndicate covering transactions involve purchases of securities in the open market after the distribution has been completed in order to cover syndicate short positions. Such a naked short position would be closed out by buying securities in the open market. A naked short position is more likely to be created if the underwriter is concerned that there could be downward pressure on the price of the securities in the open market after pricing that could adversely affect investors who purchase in the Offering.

• Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specific maximum.

• Penalty bids permit the underwriter to reclaim a selling concession from a syndicate member when the securities originally sold by the syndicate member are purchased in a stabilizing or syndicate covering transaction to cover syndicate short positions.

These syndicate covering transactions, stabilizing transactions, and penalty bids may have the effect of raising or maintaining the market prices of our securities or preventing or retarding a decline in the market prices of our securities. As a result, the price of our Common Stock may be higher than the price that might otherwise exist in the open market. Neither we nor the underwriter make any representation or prediction as to the effect that the transactions described above may have on the price of our Common Stock. These transactions may be effected on The Nasdaq Capital Market, in the over-the-counter market or on any other trading market and, if commenced, may be discontinued at any time.

In connection with this Offering, the underwriter also may engage in passive market making transactions in our Common Stock in accordance with Regulation M during a period before the commencement of offers or sales of shares of our Common Stock in this Offering and extending through the completion of the distribution. In general, a passive market maker must display its bid at a price not in excess of the highest independent bid for that security. However, if all independent bids are lowered below the passive market maker’s bid that bid must then be lowered when specific purchase limits are exceeded. Passive market making may stabilize the market price of the securities at a level above that which might otherwise prevail in the open market and, if commenced, may be discontinued at any time.

Neither we, nor the underwriter make any representation or prediction as to the direction or magnitude of any effect that the transactions described above may have on the prices of our securities. In addition, neither we nor the underwriter make any representation that the underwriter will engage in these transactions or that any transactions, once commenced will not be discontinued without notice.

Indemnification

We have agreed to indemnify the underwriter against certain liabilities, including certain liabilities arising under the Securities Act or to contribute to payments that the underwriter may be required to make for these liabilities.

Trading Market

Our Common Stock is listed on The Nasdaq Capital Market under the symbol “AUVI.”

Selling Restrictions

Canada. The securities may be sold in Canada only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31 103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the securities must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.

Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this prospectus supplement (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province or territory for particulars of these rights or consult with a legal advisor.

Pursuant to section 3A.3 of National Instrument 33 105 Underwriting Conflicts (NI 33 105), the underwriters are not required to comply with the disclosure requirements of NI 33-105 regarding underwriters’ conflicts of interest in connection with this offering.

European Economic Area. In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”) an offer to the public of any securities may not be made in that Relevant Member State, except that an offer to the public in that Relevant Member State of any securities may be made at any time under the following exemptions under the Prospectus Directive, if they have been implemented in that Relevant Member State:

• to any legal entity which is a qualified investor as defined in the Prospectus Directive;

• to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the representatives for any such offer; or

• in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of securities shall result in a requirement for the publication by us or any underwriters of a prospectus pursuant to Article 3 of the Prospectus Directive.

For the purposes of this provision, the expression an “offer to the public” in relation to any securities in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and any securities to be offered so as to enable an investor to decide to purchase any securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State, the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State, and the expression “2010 PD Amending Directive” means Directive 2010/73/EU.

United Kingdom. The underwriter has represented and agreed that:

• it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 (the FSMA) received by it in connection with the issue or sale of the securities in circumstances in which Section 21(1) of the FSMA does not apply to us; and

• it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the securities in, from or otherwise involving the United Kingdom.

Switzerland. The securities may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange (the SIX) or on any other stock exchange or regulated trading facility in Switzerland. This document has been prepared without regard to the disclosure standards for issuance prospectuses under art. 652a or art. 1156 of the Swiss Code of Obligations or the disclosure standards for listing prospectuses under art. 27 ff. of the SIX Listing Rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland. Neither this document nor any other offering or marketing material relating to the securities or the Offering may be publicly distributed or otherwise made publicly available in Switzerland.

Neither this document nor any other offering or marketing material relating to the Offering, or the securities have been or will be filed with or approved by any Swiss regulatory authority. In particular, this document will not be filed with, and the offer of securities will not be supervised by, the Swiss Financial Market Supervisory Authority FINMA, and the offer of securities has not been and will not be authorized under the Swiss Federal Act on Collective Investment Schemes (CISA). Accordingly, no public distribution, offering or advertising, as defined in CISA, its implementing ordinances and notices, and no distribution to any non-qualified investor, as defined in CISA, its implementing ordinances and notices, shall be undertaken in or from Switzerland, and the investor protection afforded to acquirers of interests in collective investment schemes under CISA does not extend to acquirers of securities.

Australia. No placement document, prospectus, product disclosure statement or other disclosure document has been lodged with the Australian Securities and Investments Commission (ASIC), in relation to the Offering.

This prospectus does not constitute a prospectus, product disclosure statement or other disclosure document under the Corporations Act 2001 (the Corporations Act) and does not purport to include the information required for a prospectus, product disclosure statement or other disclosure document under the Corporations Act.

Any offer in Australia of the securities may only be made to persons (the Exempt Investors) who are “sophisticated investors” (within the meaning of section 708(8) of the Corporations Act), “professional investors” (within the meaning of section 708(11) of the Corporations Act) or otherwise pursuant to one or more exemptions contained in section 708 of the Corporations Act so that it is lawful to offer the securities without disclosure to investors under Chapter 6D of the Corporations Act.

The securities applied for by Exempt Investors in Australia must not be offered for sale in Australia in the period of 12 months after the date of allotment under the Offering, except in circumstances where disclosure to investors under Chapter 6D of the Corporations Act would not be required pursuant to an exemption under section 708 of the Corporations Act or otherwise or where the offer is pursuant to a disclosure document which complies with Chapter 6D of the Corporations Act. Any person acquiring securities must observe such Australian on-sale restrictions.

This prospectus contains general information only and does not take account of the investment objectives, financial situation or particular needs of any particular person. It does not contain any securities recommendations or financial product advice. Before making an investment decision, investors need to consider whether the information in this prospectus is appropriate to their needs, objectives and circumstances, and, if necessary, seek expert advice on those matters.

Notice to Prospective Investors in the Cayman Islands. No invitation, whether directly or indirectly, may be made to the public in the Cayman Islands to subscribe for our securities.

Taiwan. The securities have not been and will not be registered with the Financial Supervisory Commission of Taiwan pursuant to relevant securities laws and regulations and may not be sold, issued or offered within Taiwan through a public offering or in circumstances which constitutes an offer within the meaning of the Securities and Exchange Act of Taiwan that requires a registration or approval of the Financial Supervisory Commission of Taiwan. No person or entity in Taiwan has been authorized to offer, sell, give advice regarding or otherwise intermediate the Offering and sale of the securities in Taiwan.

Notice to Prospective Investors in Hong Kong. The contents of this prospectus have not been reviewed by any regulatory authority in Hong Kong. You are advised to exercise caution in relation to the offer. If you are in any doubt about any of the contents of this prospectus, you should obtain independent professional advice. Please note that (i) our shares may not be offered or sold in Hong Kong, by means of this prospectus or any document other than to “professional investors” within the meaning of Part I of Schedule 1 of the Securities and Futures Ordinance (Cap.571, Laws of Hong Kong) (SFO) and any rules made thereunder, or in other circumstances which do not result in the document being a “prospectus” within the meaning of the Companies Ordinance (Cap.32, Laws of Hong Kong) (CO) or which do not constitute an offer or invitation to the public for the purpose of the CO or the SFO, and (ii) no advertisement, invitation or document relating to our shares may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere) which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to the shares which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” within the meaning of the SFO and any rules made thereunder.

Notice to Prospective Investors in the People’s Republic of China. This prospectus may not be circulated or distributed in the PRC and the shares may not be offered or sold, and will not offer or sell to any person for re-offering or resale directly or indirectly to any resident of the PRC except pursuant to applicable laws, rules and regulations of the PRC. For the purpose of this paragraph only, the PRC does not include Taiwan and the special administrative regions of Hong Kong and Macau.

Israel. This document does not constitute a prospectus under the Israeli Securities Law, 5728-1968, or the Securities Law, and has not been filed with or approved by the Israel Securities Authority. In the State of Israel, this document is being distributed only to, and is directed only at, and any offer of the shares is directed only at, investors listed in the first addendum, or the Addendum, to the Israeli Securities Law, consisting primarily of joint investment in trust funds, provident funds, insurance companies, banks, portfolio managers, investment advisors, members of the Tel Aviv Stock Exchange, underwriters, venture capital funds, entities with equity in excess of NIS 50 million and “qualified individuals,” each as defined in the Addendum (as it may be amended from time to time), collectively referred to as qualified investors (in each case purchasing for their own account or, where permitted under the Addendum, for the accounts of their clients who are investors listed in the Addendum). Qualified investors will be required to submit written confirmation that they fall within the scope of the Addendum, are aware of the meaning of same and agree to it.

EXPERTS

The consolidated financial statements of Applied UV, Inc., and its subsidiaries for the years ended December 31, 2023 and 2022 incorporated in this prospectus by reference to the Annual ~~Report~~ Report on Form 10-K for the year ended December 31, ~~2022~~2023 have been so incorporated in reliance on the report of Mazars USA LLP, an independent registered public accounting firm, as set forth in their report thereon, given on the authority of said firm as experts in auditing and accounting. The ~~combined~~consolidated financial statements of PURO Lighting, LLC and LED Supply Co. LLC for the fiscal years ended December 31, 2021 and 2020 incorporated in the prospectus by reference to our Current Report on Form 8-K filed with the SEC on February 1, 2023 as amended by the Form 8-K/A filed with the SEC on February 2, 2023, the Form 8-K/A filed with the SEC on February 13, 2023 and the Form 8-K/A filed with the SEC on April 10, 2023 and related to the Company’s acquisition of PURO and LED Supply have been so incorporated in reliance on the report of Mazars USA LLP, an independent registered public accounting firm, as set forth in their report thereon, given on the authority of said firm as experts in auditing and accounting.

LEGAL MATTERS

~~Certain legal matters with respect to the validity of the securities being offered by this prospectus will be passed upon by~~ Sichenzia Ross Ference Carmel LLP, New York, New York., ~~Sichenzia Ross~~is ~~Ference~~acting ~~Carmel~~as ~~LLP~~counsel ~~owns~~in ~~161,794~~connection ~~shares~~with the registration of our securities under the ~~Company’s~~Securities ~~Common~~Act, ~~Stock.~~and ~~[*]~~as such, iswill ~~acting~~pass asupon the ~~counsel~~validity ~~for~~of the ~~underwriter~~securities ~~with~~offered ~~respect to~~in this ~~Offering~~prospectus.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a registration statement on Form S-1 under the Securities Act, with respect to the ~~Securities~~common ~~that~~stock weoffered ~~are~~in ~~offering under~~ this prospectus. ItThis isprospectus, ~~important~~which ~~for~~constitutes ~~you~~a part toof ~~read~~the ~~and~~registration ~~consider~~statement, does not contain all of the information ~~contained~~set forth in the registration statement and its exhibits and schedules, portions of which have been omitted as permitted by the rules and regulations of the SEC. For further information about us and our common stock, we refer you ~~should~~to the registration statement and to its exhibits and schedules. Statements in this prospectus about the contents of any contract, agreement or other document are not necessarily complete and, in each instance, we refer you to ~~our~~the copy of such contract, agreement or document filed as an exhibit to the registration statement, with each such statement being qualified in all respects by reference to the document to which it refers. Anyone may inspect and copy the registration statement and its exhibits and ~~for~~schedules ~~further~~at ~~information~~the Public Reference Room the SEC maintains at 100 F Street, N.E., Washington, D.C. 20549. Our SEC filings are available to the public over the internet at the SEC’s web site at www.sec.gov.

We file annual, quarterly, and current reports, proxy statements, and other information with the SEC. Our SEC filings are available to the public over the internet at the SEC’s web site at www.sec.gov.

INCORPORATION OF DOCUMENTS BY REFERENCE

The SEC allows us to incorporate by reference the information we file with it, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is an important part of this prospectus~~, and information that we file later with the SEC will automatically update and supersede this information~~. This prospectus incorporates by reference: our annual report on Form 10-K for the fiscal year ended December 31, 2022, filed with the SEC on March 31, 2023; our quarterly report on Form 10-Q for the fiscal quarter ended March 31, 2023, filed with the SEC on May 22, 2023; our quarterly report on Form 10-Q for the fiscal quarter ended June 30, 2023, filed with the SEC on August 18, 2023; our Current Report on Form 8-K filed with the SEC on February 1, 2023; our Current Report on Form 8-K (“Form 8-K”) filed with the SEC on February 1, 2023; the Form 8-K/A filed with the SEC on February 2, 2023; our Form 8-K/A filed with the SEC on February 13, 2023; the Form 8-K/A filed with the SEC on April 10, 2023; our Form 8-K filed with the SEC on April 14, 2023; our Form 8-K filed with the SEC; the Form 8-K filed with the SEC on May 30, 2023; the Form 8-K filed with the SEC on June 23, 2023; the Form 8-K filed with the SEC on August 28, 2023; our Definitive Proxy Statement on Schedule 14A filed with the SEC on April 18, 2023; the Schedule 14C Definitive Information Statement filed with the SEC on October 2, 2023; and any future filings we make with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act, until all of the securities are sold.

~~Any statement~~(i) ~~contained~~our inAnnual aReport ~~document~~on ~~filed~~Form ~~before~~10-K ~~the date of this prospectus and incorporated by reference herein shall be deemed to be modified or superseded~~ for ~~purposes of this prospectus to~~ the ~~extent~~fiscal ~~that~~year aended ~~statement~~December ~~contained herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed~~31, ~~except as so modified or superseded~~2023, tofiled ~~constitute a part of this prospectus. Any information that we file~~ with the SEC ~~pursuant~~on toApril ~~Sections 13(a)~~16, ~~13(c),~~2024; ~~14, or 15(d) of the Exchange Act after the date of this prospectus~~ and before the termination of this Offering will automatically update and supersede the information contained in this prospectus. Notwithstanding the foregoing, we are not incorporating any document or portion thereof or information deemed to have been furnished and not filed in accordance with SEC rule.

~~We will~~(ii) ~~provide~~our ~~you~~Current ~~with~~Reports aon ~~copy~~Form of8-K ~~any~~filed orwith ~~all of~~ the ~~information~~SEC ~~that~~on ~~has~~February ~~been~~15, ~~incorporated~~2024; byMarch ~~reference~~15, in2024; ~~this~~April ~~prospectus~~2, ~~without~~2024; ~~charge, upon~~and ~~written~~any orfuture ~~oral~~filings ~~request~~we ~~directed~~make towith ~~Applied~~the ~~UV,~~SEC ~~Inc.,~~under ~~150~~Sections ~~N. MacQuesten Parkway~~13(a), ~~Mount Vernon~~13(c), ~~NY 10550~~14, ~~telephone~~or ~~number~~ 15(~~914~~d) ~~665-6100.~~ ~~You~~of ~~may also access~~ the ~~documents~~Exchange ~~incorporated~~Act, byuntil ~~reference~~all asof ~~described~~the ~~under~~securities ~~“Where~~are ~~You Can Find More Information~~sold.”

35Any statement contained in a document filed before the date of this prospectus and incorporated by reference herein shall be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus. Notwithstanding the foregoing, we are not incorporating any document or portion thereof or information deemed to have been furnished and not filed in accordance with SEC rule.

~~[*] Units,~~We ~~Each~~will ~~Unit~~provide ~~Consisting~~you with a copy of ~~One~~any ~~Share~~or all of ~~Common~~the ~~Stock~~information ~~and~~that ~~One~~has ~~Warrant~~been incorporated by reference in this prospectus, without charge, upon written or oral request directed to Applied UV, Inc., 150 N. Macquesten Parkway, Mount Vernon, NY 10550, telephone number (914) 665-6100. You may also access the documents incorporated by reference as described under “Where You Can Find More Information.”

~~Purchase One Share of Common Stock~~17

~~[*]~~ 518,065 Shares of Common Stock ~~Underlying the Warrants~~

Applied UV, Inc.

PRELIMINARY PROSPECTUS

~~[*]~~________________, 2024

________________, 2023

Part II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution.

The following table indicates the expenses to be incurred in connection with this ~~Offering~~offering, other than the ~~underwriter’s~~placement ~~discount~~agent ~~and commissions and expenses~~fees, all of which will be paid by us. All amounts are estimated except the Securities and Exchange Commission registration fee and the Financial Industry Regulatory Authority, Inc. (“FINRA”) filing.

Amount SEC registration fee $ FINRA filing fee Accountants’ fees and expenses $ Legal fees and expenses $ Printing and engraving expenses $ Miscellaneous Total expenses $

	Amount
SEC registration fee	$	1,223.46
Accountants’ fees and expenses	$	7,500
Legal fees and expenses	$	10,000
Miscellaneous	$	2,500
Total expenses	$	21,223.46

Item 14. Indemnification of Directors and Officers.

~~Section 102~~As ~~of the General Company Law of the State of Delaware (“DGCL”) permits~~ a ~~Company~~Nevada ~~to eliminate the personal liability of directors of a Company to the Company or its stockholders for monetary damages for a breach of fiduciary duty as a director~~corporation, ~~except~~we ~~where the~~are ~~director~~generally ~~breached his duty of loyalty, failed to act in good faith, engaged in intentional misconduct or knowingly violated a law,~~governed ~~authorized~~by ~~the~~Chapter ~~payment~~78 of a dividend or approved a stock repurchase in violation of Delaware corporate law or obtained an improper personal benefit. Our amended and restated certificate of incorporation provides that no director of the ~~Company~~Nevada ~~shall~~Revised beStatutes personally liable to it or its stockholders for monetary damages for any breach of fiduciary duty as a director, notwithstanding any provision of law imposing such liability, except to the extent that the DGCL prohibits the elimination or limitation of liability of directors for breaches of fiduciary duty(“NRS”).

Section ~~145~~ 78.138 of the ~~DGCL~~NRS provides that ~~a Company has the power to indemnify a director~~, ~~officer, employee, or agent of the Company, or a person~~unless ~~serving at~~ the ~~request of the Company for another Company, partnership, joint venture, trust or other enterprise in related capacities against expenses (including attorneys~~corporation’s ~~fees),~~articles ~~judgments,~~of ~~fines~~incorporation ~~and~~provide ~~amounts paid in settlement actually and reasonably incurred by the person in connection with an action~~otherwise, ~~suit or proceeding to which he was or is~~ a ~~party~~director or isofficer ~~threatened~~will tonot be ~~made~~individually aliable ~~party~~as ~~to any threatened, ending or completed action, suit or proceeding by reason of such position, if such person acted in good faith and in~~ a ~~manner~~result ~~he reasonably believed to be in or not opposed to the best interests~~ of ~~the Company, and, in~~ any ~~criminal~~act ~~action~~ or ~~proceeding,~~failure ~~had no reasonable cause~~ to ~~believe~~act ~~his~~unless ~~conduct~~it ~~was~~is ~~unlawful,~~proven ~~except~~ that, in(i) the ~~case~~director’s ~~of actions brought by~~ or inofficer’s ~~the~~acts ~~right of the Company, no indemnification shall be made with respect to any claim, issue~~ or ~~matter~~omissions asconstituted toa ~~which such person shall have been adjudged to be liable~~breach ~~to the Company unless and only to the extent that the Court~~ of ~~Chancery~~his or ~~other~~her ~~adjudicating~~fiduciary ~~court determines that~~duties, ~~despite the adjudication of liability but in view of all of the circumstances of the case, such person is fairly~~ and ~~reasonably~~(ii) ~~entitled to indemnity for~~ such ~~expenses~~ ~~which~~breach ~~the~~involved ~~Court~~intentional ofmisconduct, ~~Chancery~~fraud or ~~such~~a ~~other~~knowing ~~court~~violation ~~shall~~of ~~deem~~the ~~proper~~law.

~~Our amended~~Section ~~and~~78.7502 ~~restated certificate~~ of ~~incorporation provides that we will indemnify to~~ the ~~fullest~~NRS ~~extent~~permits ~~permitted~~a ~~from~~Nevada ~~time~~ corporation to ~~time~~indemnify ~~by the~~its ~~DGCL~~directors orand ~~any~~officers ~~other~~against ~~applicable~~expenses, ~~laws~~judgments, asfines, ~~presently~~and oramounts ~~hereafter~~paid in ~~effect,~~settlement ~~any~~actually ~~person~~and ~~who~~reasonably ~~was~~incurred in orconnection iswith a ~~party or is~~ threatened ~~to be made a party to any threatened~~, pending, or completed action, suit, or proceeding, ~~whether~~except ~~civil, criminal, administrative or investigative, including, without limitation,~~ an action by or inon ~~the~~behalf ~~right~~ of the ~~Company~~corporation, if bythe ~~reason~~officer ofor ~~his~~director ~~acting~~(i) asis anot ~~director~~liable orpursuant ~~officer~~to Section 78.138 of the ~~Company~~ NRS, or ~~any~~(ii) ofacted ~~its~~in ~~subsidiaries~~good (faith and ~~the~~in ~~Company,~~a inmanner the ~~discretion~~officer or ofdirector ~~the~~reasonably ~~Board,~~believed ~~may~~to sobe ~~indemnify~~in aor ~~person~~not byopposed ~~reason~~to the best interests of the ~~fact~~corporation ~~that~~and, ~~he is~~if ora ~~was~~criminal anaction ~~employee~~ or ~~agent~~proceeding, had ofno ~~the~~reasonable ~~Company~~cause orto ~~any~~believe ofthe ~~its~~conduct ~~subsidiaries~~of orthe isofficer or director was ~~serving~~unlawful. atSection ~~the~~78.7502 ~~request~~ of the ~~Company~~NRS inalso ~~any~~provides ~~other~~that ~~capacity~~a ~~for~~corporation ormay onnot ~~behalf~~indemnify ofa ~~the~~director ~~Company)~~or ~~against~~officer ~~any~~under ~~liability~~this orsection ~~expense~~with ~~actually~~respect ~~and~~to ~~reasonably~~an ~~incurred~~action by ~~such~~or ~~person~~on inbehalf ~~respect~~of the corporation ~~thereof;~~if ~~provided,~~such ~~however,~~person ~~the~~has ~~Company~~been ~~shall~~adjudged to be ~~required~~liable to ~~indemnify~~the ancorporation ~~officer~~ or ~~director~~for inamounts ~~connection~~paid ~~with~~to anthe ~~action,~~corporation ~~suit~~in orsettlement ~~proceeding~~of ~~(or~~such ~~part~~claim ~~thereof)~~unless and ~~initiated~~only byto ~~such~~the ~~person~~extent ~~only~~the ifcourt ~~(i)~~determines ~~such~~in ~~action,~~view ~~suit or~~of ~~proceeding~~all ~~(or~~circumstances ~~part~~of ~~thereof)~~the ~~was~~case, ~~authorized~~the byperson ~~the~~is ~~Board~~fairly and ~~(ii)~~reasonably ~~the~~entitled to indemnification. ~~does~~Indemnification ~~not~~under ~~relate~~Section to78.7502 ~~any~~of ~~liability~~the ~~arising~~NRS ~~under Section~~generally ~~16(b)~~may ofbe ~~the~~made ~~Exchange~~by ~~Act,~~the ascorporation ~~amended,~~only orif ~~any~~determined ~~rules~~to orbe ~~regulations~~proper under ~~promulgated~~the ~~thereunder~~circumstances. Such ~~indemnification~~determination ismust ~~not~~be ~~exclusive of~~made ~~any~~by ~~other~~the ~~right~~stockholders, todirectors ~~indemnification~~not ~~provided~~a byparty ~~law~~to the action, or ~~otherwise~~legal counsel.

37Section 78.751 of the NRS requires a corporation to indemnify its officers and directors if they have been successful on the merits or otherwise in defense of any claim, issue, or matter resulting from their service as a director or officer. Section 78.751 of the NRS allows a corporation to advance expenses as incurred upon receipt of an undertaking by or on behalf of the officer or director to repay the amount if it is ultimately determined by a court of competent jurisdiction that such officer or director is not entitled to be indemnified by the corporation if so provided in the corporation’s articles of incorporation, bylaws or other agreement. Advancement of expenses as incurred may be required under corporation’s articles of incorporation or bylaws or by agreement. Section 78.751 of the NRS further permits the corporation to grant its directors and officers additional rights of indemnification under its articles of incorporation, bylaws or other agreement.

~~If a~~Section ~~claim~~78.752 isof ~~not paid in full by~~ the ~~Company,~~NRS ~~the~~provides ~~claimant~~that ~~may~~a ~~at any time thereafter bring suit against the Company to recover the unpaid~~Nevada ~~amount~~corporation ofmay ~~the~~purchase ~~claim~~ and, ifmaintain ~~successful~~insurance ~~in whole~~ or inmake ~~part,~~other ~~the~~financial ~~claimant~~arrangements ~~shall~~on bebehalf ~~entitled to be paid also the expense~~ of ~~prosecuting such claim. It shall be a defense to~~ any ~~such~~person ~~action~~who ~~(other~~is ~~than~~or anwas ~~action brought to enforce~~ a ~~claim for expenses incurred in defending~~director, any proceeding in advance of its final disposition where any undertaking required by the By-laws of the Company has been tendered to the Company) that the claimant has not met the standards of conduct which make it permissible under the DGCL for the Company to indemnify the claimant for the amount claimedofficer, ~~but~~employee ~~the~~or ~~burden~~agent of ~~proving such defense shall be on~~ the ~~Company. Neither the failure of the Company (including its Board~~corporation, ~~legal counsel,~~ or ~~its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant~~ is ~~proper in the circumstances because he~~ or ~~she~~was ~~has~~serving ~~met~~at the ~~applicable~~request ~~standard~~ of ~~conduct set forth in~~ the ~~DGCL,~~corporation ~~nor~~as ana ~~actual determination by the Company (including its Board~~director, ~~legal counsel~~officer, employee or ~~its~~agent ~~stockholders)~~of ~~that~~another ~~the~~company, ~~claimant~~partnership, ~~has not~~joint ~~met such applicable standard of conduct~~venture, ~~shall~~trust ~~be a defense to the action~~ or ~~create~~other aenterprise, ~~presumption~~for ~~that~~any ~~the~~liability ~~claimant~~asserted ~~has~~against ~~not~~him ~~met~~and ~~the~~liability ~~applicable~~and ~~standard~~expenses ofincurred ~~conduct.~~by ~~Indemnification~~him ~~shall~~in ~~include~~his ~~payment~~capacity byas ~~the~~a ~~Company~~director, ofofficer, ~~expenses~~employee inor ~~defending~~agent, ~~an action~~ or ~~proceeding in~~arising ~~advance~~out of ~~the~~his ~~final~~status ~~disposition~~as of such, ~~action~~ whether or ~~proceeding~~not ~~upon~~the ~~receipt~~corporation ofhas ~~an undertaking by~~ the ~~person~~authority ~~indemnified~~ to ~~repay~~indemnify ~~such payment~~him ifagainst ~~it is ultimately determined that~~ such ~~person~~liability isand ~~not entitled to indemnification~~expenses.

In any Underwriting Agreement, the underwriter agrees to indemnify, under certain conditions, us, our directors, our officers and persons who control us, within the meaning of the Securities Act, against certain liabilities.II-1

~~Item~~Our amended and restated certificate of incorporation 15provides that we will indemnify to the fullest extent permitted from time to time by the NRS or any other applicable laws as presently or hereafter in effect, any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, including, without limitation, an action by or in the right of the Company, by reason of his acting as a director or officer of the Company or any of its subsidiaries (and the Company, in the discretion of the Board, may so indemnify a person by reason of the fact that he is or was an employee or agent of the Company or any of its subsidiaries or is or was serving at the request of the Company in any other capacity for or on behalf of the Company) against any liability or expense actually and reasonably incurred by such person in respect thereof; provided, however, the Company shall be required to indemnify an officer or director in connection with an action, suit or proceeding (or part thereof) initiated by such person only if (i) such action, suit or proceeding (or part thereof) was authorized by the Board and (ii) the indemnification does not relate to any liability arising under Section 16(b) of the Exchange Act, as amended, or any rules or regulations promulgated thereunder. ~~Recent~~Such ~~Sales~~indemnification is not exclusive of ~~Unregistered~~any ~~Securities~~other right to indemnification provided by law or otherwise.

~~Set~~If ~~forth~~a claim is not paid in full by the Company, ~~below~~the claimant may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where any undertaking required by the Bylaws of the Company has been tendered to the Company) that the claimant has not met the standards of conduct which make it permissible under the NRS for the Company to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Company. Neither the failure of the Company (including its Board, legal counsel, or its shareholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is ~~information~~proper ~~regarding~~in ~~shares~~the circumstances because he or she has met the applicable standard of ~~Common~~conduct ~~Stock~~set ~~issued~~forth in the NRS, nor an actual determination by usthe ~~since~~Company ~~June~~(including its 8Board, ~~2020~~legal counsel, or its shareholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct. Indemnification shall include payment by the Company of expenses in defending an action or proceeding in advance of the final disposition of such action or proceeding upon receipt of an undertaking by the person indemnified to repay such payment if it is ultimately determined that such person is not entitled to indemnification.

~~(a)~~In any placement agent agreement we enter into ~~Issuance~~in connection with the sale of ~~Capital~~the ~~Stock~~securities being registered hereby, the placement agent will agree to indemnify, under certain conditions, us, our directors, our officers and persons who control us within the meaning of the Securities Act against certain liabilities.

~~On June~~Item ~~10,~~15. ~~2020,~~Recent ~~the~~Sales ~~Company issued 10,309 shares~~ of ~~Common~~Unregistered ~~Stock to Sichenzia Ross Ference Carmel LLP as part of compensation for legal services~~Securities.

~~Only July~~Set 9,forth ~~2020,~~below ~~the~~is ~~Company~~information ~~issued~~regarding ~~8,000 unvested~~ shares of ~~Common~~our ~~Stock~~common instock, ~~the~~par ~~aggregate~~value ~~to four newly elected directors~~$0.0001 ~~The~~per ~~shares~~share ~~will vest~~(“Common ~~evenly~~Stock”), onissued anby ~~annual~~us ~~basis~~since ~~over~~June a8, ~~period of four (4) years~~2020.

On(a) ~~July 9,~~Issuance ~~2020, the Company issued 7,500 shares~~ of ~~unvested~~Capital ~~Common~~ Stock ~~to its non-employee directors, which vested on January 1, 2021~~.

On ~~July 9~~June 10, 2020, the Company issued 210,~~000~~309 ~~unvested~~ shares of Common Stock to ~~the~~Carmel, ~~Chairman~~Milazzo of& ~~the~~Feil ~~Board.~~LLP ~~The~~as ~~shares~~part ~~vested~~of oncompensation ~~January~~for 1,legal ~~2021~~services.

On Only July 9, 2020, the Company issued 38,000 unvested shares of Common Stock in the aggregate to ~~the~~four ~~Chairman~~newly ofelected ~~the~~directors. ~~Audit~~The ~~Committee,~~shares ~~the~~will ~~Chairman of~~vest ~~the~~evenly ~~Nominating~~on ~~and~~an ~~Corporate~~annual ~~Governance~~basis ~~Committee~~over ~~and~~a ~~the~~period of ~~Chairman~~four ~~the~~(4) ~~Compensation Committee~~years. ~~The shares vested on January 1, 2021.~~

On ~~January~~ 1July 9, ~~2021~~2020, the Company issued ~~in the aggregate 12~~7,500 ~~unvested~~ shares of ~~its~~unvested Common Stock to its ~~independent~~non-employee directors, which vested on January 1, ~~2022~~2021.

~~On January 14, 2021 the Company issued 664 shares of its Common Stock pursuant to the exercise of a common stock purchase warrant.~~II-2

On ~~January~~ 25July 9, ~~2021~~2020, the Company issued ~~600~~2,000 unvested shares of ~~its~~ Common Stock to athe ~~consultant~~Chairman asof ~~payment~~the ~~for~~Board. ~~services~~The shares vested on January 1, 2021.

On ~~February~~ 8July 9, ~~the~~2020, Company issued ~~275~~3,000 unvested shares of ~~its~~ Common Stock in the aggregate to the ~~members~~Chairman of ~~Akida~~the ~~Holdings~~Audit ~~LLC~~Committee, ~~and~~the ~~one~~Chairman of ~~its~~the ~~former~~Nominating ~~employees in~~and ~~connection~~Corporate ~~with~~Governance Committee and the ~~purchase~~Chairman ofthe ~~substantially~~Compensation ~~all~~Committee. ofThe ~~the~~shares ~~assets~~vested ofon ~~Akida~~January ~~Holdings~~1, ~~LLC~~2021.

On ~~March~~ 5January 1, 2021, the Company issued 37in the aggregate 12,500 unvested shares of its Common Stock ~~pursuant~~ to ~~the~~its ~~exercise~~independent ofdirectors, awhich ~~common~~vested ~~stock~~on ~~purchase~~January ~~warrant~~1, 2022.

On ~~March~~ 12January 14, 2021, the Company issued ~~2,726~~664 shares of its Common Stock pursuant to the exercise of a common stock purchase warrant.

On ~~May~~ 17January 25, 2021, the Company issued ~~143~~600 shares of its Common Stock ~~pursuant~~ to ~~the exercise of~~ a ~~common~~consultant ~~stock~~as ~~purchase~~payment ~~warrant~~for services.

On ~~May~~ 28February 8, 2021, the Company issued 2275,~~400~~ 000 shares of its Common Stock to athe ~~consultant~~members asof ~~payment~~Akida ~~for~~Holdings ~~services~~LLC and one of its former employees in connection with the purchase of substantially all of the assets of Akida Holdings LLC.

On ~~September~~ 28March 5, 2021, the Company issued ~~60,000~~37 shares of its Common Stock pursuant to the ~~members~~exercise of ~~Kes~~a ~~Science~~common &stock ~~Technology, Inc. in connection with the~~ purchase ~~of substantially all of the assets of Kes Science & Technology, Inc~~warrant.

On ~~October~~ 13March 12, 2021, the Company issued 802,~~000~~726 shares of its Common Stock pursuant to the ~~members~~exercise of ~~Old Sam Partners, LLC (SAM), formerly known as Scientific Air Management, LLC, in connection with the purchase of substantially all of the assets of SAM. On March 31, 2022, there was~~ a ~~settlement~~common ofstock ~~a dispute that arose during the first quarter of 2022 between both parties regarding certain representations and warranties in the~~ purchase ~~agreement which resulted in a settlement and mutual release agreement whereby the seller agreed to relinquish any right, title, and interest in the previously issued 80,000 shares~~warrant.

38On May 17, 2021, the Company issued 143 shares of its Common Stock pursuant to the exercise of a common stock purchase warrant.

On ~~January~~ 1May 28, ~~2022~~2021, the Company issued ~~in the aggregate 12~~2,~~500~~400 ~~unvested~~ shares of its Common Stock to ~~its~~a ~~independent~~consultant ~~directors,~~as ~~which~~payment ~~vest on~~for ~~January 1, 2023~~services.

On ~~January~~ 1September 28, ~~2022~~2021, the Company issued 1060,000 shares ~~unvested~~of ~~shares~~its Common Stock to ~~Michael~~the ~~Riccio,~~members ~~its~~of ~~Chief~~Kes ~~Financial~~Science ~~Officer~~& Technology, ~~pursuant~~Inc. toin ~~his~~connection ~~employment agreement~~ with the ~~Company.~~purchase ~~The~~of ~~shares~~substantially ~~vest~~all ~~evenly~~of the onassets aof ~~quarterly~~Kes ~~basis~~Science ~~over~~& ~~three~~Technology, ~~years~~Inc.

On ~~April~~ 11October 13, ~~2022~~2021, the Company issued 1580,000 shares ~~unvested~~of ~~shares~~its Common Stock to ~~John~~the ~~Andrews,~~members ~~its~~of ~~former~~Old ~~Chief~~Sam ~~Executive~~Partners, ~~Officer~~LLC (SAM), ~~pursuant~~formerly toknown ~~his~~as ~~employment agreement~~Scientific Air Management, LLC, in connection with the ~~Company.~~purchase of substantially all of the assets of SAM. On ~~December~~March 1931, 2022, ~~pursuant~~there towas ~~his~~a ~~separation~~settlement ~~agreement~~of ~~with~~a dispute that arose during the ~~Company.~~first ~~11,807~~quarter of 2022 between both parties regarding certain representations and warranties in the ~~15,000~~purchase ~~shares~~agreement ~~were~~which ~~cancelled.~~resulted ~~The~~in ~~balance~~a ofsettlement 3and mutual release agreement whereby the seller agreed to relinquish any right,~~193~~ ~~shares~~title, ~~vested~~and ~~immediately~~interest ~~upon~~in the ~~John~~previously ~~Andrew’s~~issued ~~departure~~80,000 shares.

On ~~May~~ 17January 1, 2022, the Company issued in the aggregate 412,~~000~~500 unvested shares of its Common Stock to ~~two~~its ~~new~~ independent directors, which vest ~~evenly~~ on ~~an annual basis over four years, beginning~~ January 1, 2023.

On ~~May~~ 17January 1, 2022, athe ~~total~~Company ofissued 10,~~500~~000 unvested shares ofto ~~the~~Michael ~~Company’s~~Riccio, ~~common~~its ~~stock~~Chief ~~were~~Financial ~~cancelled~~Officer, ~~due~~pursuant to his employment agreement with the ~~resignation~~Company. ~~and/or~~The ~~non-election~~shares vest ofevenly ~~three~~on ~~previous~~a ~~board~~quarterly ~~members~~basis over three years.

On ~~January~~ 1April 11, ~~2023~~2022, the Company issued in15,000 unvested shares to John Andrews, its former Chief Executive Officer, pursuant to his employment agreement with the ~~aggregate~~Company. 7On December 19,~~000~~ ~~unvested~~2022, pursuant ~~shares~~to his separation agreement with the Company. 11,807 of ~~its~~the ~~Common~~15,000 ~~Stock~~shares towere ~~its~~cancelled. ~~independent~~The ~~directors~~balance of 3,193 ~~which~~shares ~~vest~~vested onimmediately ~~January~~upon 1,John ~~2024~~Andrew’s departure.

On January 26, 2023 the Company issued 774,999 shares of its common stock and 399,996 shares of its Series C Preferred Stock to the equity holders of PURO and LED Supply in connection with the acquisitions of those entities.II-3

On ~~January~~ 26May 17, ~~2023~~2022, the Company issued 1in the aggregate 4,~~250,~~000 unvested shares of its ~~Series~~Common ~~B Preferred~~ Stock to ~~one~~two ofnew ~~PURO’s~~independent ~~vendors~~directors, inwhich ~~connection~~vest ~~with the~~evenly ~~settlement~~on ofan aannual $5basis ~~million~~over ~~promissory~~four ~~note~~years, beginning January 1, 2023.

On ~~March~~ 3May 17, ~~2023~~2022, ~~the~~a ~~Company~~total ~~issued~~of ~~in the aggregate 4~~10,~~000~~500 ~~unvested~~ shares of ~~its~~ Common Stock were cancelled due to ~~its~~the ~~independent~~resignation ~~directors,~~and/or ~~which~~non-election ~~vest on~~of ~~January~~three 1,previous ~~2024~~board members.

~~The issuance~~On ofJanuary ~~the~~1, ~~capital~~2023, ~~stock listed above was deemed exempt from registration under Section 4(a)(2) of~~ the ~~Securities~~Company ~~Act~~issued ~~or Regulation D promulgated thereunder~~ in ~~that~~ the aggregate ~~issuance~~7,000 ofunvested ~~securities~~shares ~~were made to an accredited investor and did not involve a public offering. The recipient~~ of ~~such securities represented~~ its ~~intention~~Common toStock ~~acquire the securities for investment purposes only and not with a view~~ to orits ~~for~~independent ~~sale~~directors, inwhich ~~connection~~vest ~~with~~on ~~any~~January ~~distribution~~1, ~~thereof~~2024.

~~(b)~~On January 26, 2023, the Company issued 774,999 ~~Warrants~~shares of Common Stock and 399,996 shares of its Series C Preferred Stock to the equity holders of PURO and LED Supply in connection with the acquisitions of those entities.

On ~~September~~ 2January 26, ~~2020~~2023, the Company issued ~~warrants to purchase 16~~1,250,000 shares of its ~~Common~~Series B Preferred Stock to ~~and~~one atof ~~the~~PURO’s ~~direction~~vendors ofin connection with the ~~underwriter~~ settlement of ~~its~~a ~~initial~~$5 ~~public~~million ~~offering~~promissory note.

On ~~November~~ 13March 3, ~~2020~~2023, the Company issued ~~warrants~~in tothe ~~purchase 14~~aggregate 4,~~019~~000 unvested shares of its Common Stock to ~~the~~its ~~underwriter~~independent ofdirectors, ~~its~~which ~~public~~vest ~~offering~~on January 1, 2024.

The issuance of the ~~warrant~~capital stock listed above was deemed exempt from registration under Section 4(a)(2) of the Securities Act or Regulation D promulgated thereunder in that the issuance of securities were made to an accredited investor and did not involve a public offering. The recipient of such securities represented its intention to acquire the securities for investment purposes only and not with a view to or for sale in connection with any distribution thereof.

39(b) Warrants.

~~(c)~~On September 2, 2020, the Company issued warrants ~~Option~~to ~~Grants~~purchase 16,000 shares of its Common Stock to and at the direction of the underwriter of its initial public offering.

On ~~March~~ 4November 13, ~~2021~~2020, the Company ~~granted~~issued ~~an unvested option~~ warrants to purchase 6114,~~967~~019 shares of its Common Stock atto anthe ~~exercise~~underwriter ~~price~~ of ~~$39.00 per share to Max Munn,~~ its ~~President,~~public ~~pursuant to his employment agreement with the Company~~offering. ~~The option vests monthly over a three-year period.~~

On April 5 1, ~~2021~~2024, the Company ~~granted~~issued ~~an option~~ warrants to purchase 14518,~~000~~065 shares of its Common Stock ~~at an exercise price of $48.30 per share~~ to ~~Michael Riccio,~~in ~~its~~a ~~Chief~~private ~~Financial Officer, pursuant to his employment offer from the Company~~placement. ~~These options were cancelled and reissued on September 28, 2021 at an exercise price of $32.65 per share.~~

OnThe issuance of the warrant listed above was deemed ~~June~~exempt ~~22,~~from ~~2021~~registration under Section 4(a)(2) of the ~~Company~~Securities ~~granted~~Act ~~options~~or toRegulation ~~purchase~~D ~~17,600~~promulgated ~~shares~~thereunder in that the issuance of ~~Common~~securities were ~~Stock~~made atto an ~~exercise~~accredited ~~price~~investor ofand ~~$48.95~~did ~~per~~not ~~share~~involve toa ~~certain~~ public offering. The recipient of ~~its~~such ~~employees~~securities ~~pursuant~~represented its intention to acquire the ~~Company’s~~securities ~~stock~~for ~~option~~investment ~~plan~~purposes only and not with a view to or for sale in connection with any distribution thereof.

~~On September~~(c) ~~23,~~Option ~~2021 the Company granted options to purchase 2,000 shares of Common Stock at an exercise price of $33~~Grants.~~70 per share to certain of its employees pursuant to the Company’s stock option plan.~~

On ~~January~~ 1March 4, ~~2022~~2021, the Company granted an unvested option to purchase 1461,~~000~~967 shares of its Common Stock at an exercise price of $1339.5000 per share to ~~Michael~~Max ~~Riccio~~Munn, its ~~Chief Financial Officer~~President, pursuant to his employment agreement with the Company. The option vests monthly over a three-year period.

On ~~February~~ 18April 5, ~~2022~~2021, the Company granted ~~options~~an option to purchase 514,000 shares of its Common Stock at an exercise price of $848.30 per share to ~~certain of~~Michael Riccio, its ~~employees~~Chief Financial Officer, pursuant to his employment offer from the Company’s. ~~stock~~These ~~option~~options ~~plan~~were cancelled and reissued on September 28, 2021 at an exercise price of $32.65 per share.

On ~~March~~ 2June 22, ~~2022~~2021, the Company granted options to purchase 1817,~~800~~600 shares of Common Stock at an exercise price of $748.7095 per share to certain of its employees pursuant to the Company’s stock option plan.

~~On June 3, 2022 the Company granted options to purchase 16,000 shares of Common Stock at an exercise price of $5.35 per share to certain of its employees pursuant to the Company’s stock option plan.~~II-4

On ~~April~~ 11September 23, ~~2022~~2021, the Company granted ~~an option~~ options to purchase 352,000 shares of ~~its~~ Common Stock at an exercise price of $733.1070 per share to ~~John~~ ~~Andrews,~~certain of its ~~former~~employees ~~Chief Executive Officer,~~ pursuant to ~~his employment agreement with~~ the Company~~. All 35,000 options have expired~~’s ~~since~~stock ~~his~~option ~~departure from the Company on December 19, 2022~~plan.

On ~~August~~ 25January 1, 2022, the Company granted ~~options~~an option to purchase 514,000 shares of its Common Stock at an exercise price of $1013.0050 per share to ~~certain of~~Michael Riccio, its ~~employees~~Chief Financial Officer, pursuant to ~~the~~his ~~Company’s~~employment ~~stock~~agreement ~~option~~with ~~plan~~the Company.

On ~~September~~ 12February 18, 2022, the Company granted options to purchase 125,000 shares of Common Stock at an exercise price of $8.5030 per share to certain of its employees pursuant to the Company’s stock option plan.

On ~~December~~ 12March 2, 2022, the Company granted options to purchase 1218,~~000~~800 shares of Common Stock at an exercise price of $87.5070 per share to certain of its employees pursuant to the Company’s stock option plan.

On ~~December~~ 31June 3, 2022, the Company granted options to purchase 1016,000 shares of Common Stock at an exercise price of $105.0035 per share to certain of its employees pursuant to the Company’s stock option plan.

On ~~January~~ 9April 11, ~~2023~~2022, the Company granted ~~options~~an option to purchase 8135,000 shares of its Common Stock at an exercise price of $107.0010 per share to ~~certain of~~John Andrews, its ~~employees~~former Chief Executive Officer, pursuant to his employment agreement with the Company’s. ~~stock~~All ~~option~~35,000 ~~plan~~options have expired since his departure from the Company on December 19, 2022.

On ~~January~~ 26August 25, ~~2023~~2022, the Company granted options to purchase 155,000 shares of Common Stock at an exercise price of $10.00 per share to certain of its employees pursuant to the Company’s stock option plan.

~~The options~~On ~~described~~September ~~above~~12, ~~were~~2022, ~~deemed exempt from registration in reliance on Section 4(a)(2) of~~ the ~~Securities~~Company ~~Act~~granted ~~or Regulation D promulgated~~options ~~thereunder~~to inpurchase ~~that~~12,000 ~~the~~shares ~~issuance~~ of ~~securities~~Common ~~were~~Stock ~~made~~at to an ~~accredited~~exercise ~~investor~~price ~~and~~of ~~did~~$8.50 ~~not~~per ~~involve~~share ato ~~public~~certain ~~offering. The recipients~~ of ~~such securities represented~~ its ~~intention~~employees pursuant to ~~acquire~~ the ~~securities for investment purposes only and not with a view to or for sale~~Company’s instock ~~connection~~option ~~with any distribution thereof~~plan.

~~(d)~~On December 12, 2022, the Company granted options ~~Issuance~~to purchase 12,000 shares of ~~Notes~~Common Stock at an exercise price of $8.50 per share to certain of its employees pursuant to the Company’s stock option plan.

~~The~~ On December 31, 2022, the Company ~~has~~granted ~~not~~options to ~~issued~~purchase ~~any~~10,000 ~~notes~~shares of Common Stock at an exercise price of $10.00 per share to certain of its employees pursuant to the Company’s stock option plan.

40On January 9, 2023, the Company granted options to purchase 81,000 shares of Common Stock at an exercise price of $10.00 per share to certain of its employees pursuant to the Company’s stock option plan.

~~Item~~On January 26, 2023, the Company granted options 16to purchase 15,000 shares of Common Stock at an exercise price of $10.00 ~~Exhibits~~per ~~and~~share ~~Financial~~to ~~Statement~~certain ~~Schedules~~of its employees pursuant to the Company’s stock option plan.

~~EXHIBIT~~The options described above were deemed exempt ~~INDEX~~from registration in reliance on Section 4(a)(2) of the Securities Act or Regulation D promulgated thereunder in that the issuance of securities were made to an accredited investor and did not involve a public offering. The recipients of such securities represented its intention to acquire the securities for investment purposes only and not with a view to or for sale in connection with any distribution thereof.

1.1*	Underwriting Agreement.
3.1	Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 of the Company’s Registration Statement on Form S-1 (File No. 333-239892) filed with the SEC as of July 16, 2020).
3.2	Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.2 of the Company’s Registration Statement on Form S-1 (File No. 333-239892) filed with the SEC as of July 16, 2020).
3.3	Bylaws of the Registrant (incorporated by reference to Exhibit 3.3 of the Company’s Registration Statement on Form S-1 (File No. 333-239892) filed with the SEC as of July 16, 2020).
3.4	Certificate of Designation, Preferences and Rights of Series A Preferred Stock (incorporated by reference to Exhibit 3.4 of the Company’s Registration Statement on Form S-1 (File No. 333-239892) filed with the SEC as of July 16, 2020).
3.5	Certificate of Amendment of Certificate of Incorporation filed on June 17, 2020 (incorporated by reference to Exhibit 3.5 of the Company’s Registration Statement on Form S-1 (File No. 333-239892) filed with the SEC as of July 16, 2020).
3.6	Certificate of Amendment of Certificate of Incorporation filed on June 23, 2020 (incorporated by reference to Exhibit 3.6 of the Company’s Registration Statement on Form S-1 (File No. 333-239892) filed with the SEC as of July 16, 2020).
3.7	Certificate of Amendment of Certificate of Incorporation filed July 14, 2020 (incorporated by reference to Exhibit 3.7 of the Company’s Registration Statement on Form S-1 (File No. 333-239892) filed with the SEC as of July 16, 2020).
3.8	Certificate of Amendment to Certificate of Designation of Series A Preferred Stock, filed on June 17, 2021 (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K, filed on July 19, 2021).
3.9	Certificate of Designation, Preferences and Rights of 10.5% Series A Cumulative Perpetual Preferred Stock (incorporated by reference to Exhibit 3.9 of the Company’s Registration Statement on Form S-1 (File No. 333-257197) filed with the SEC as of June 25, 2021).
3.10	Certificate of Amendment to the Amended and Restated Certificate of Incorporation, filed on October 7, 2021
3.11	Certificate of Amendment to the Certificate of Designation of Series A Preferred Stock, filed on December 8, 2021
3.12	Certificate of Designations, Rights, and Preferences of 2% Series B Cumulative Perpetual Preferred Stock (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 1, 2023)
3.13	Certificate of Designations, Rights, and Preferences of 5% Series C Cumulative Perpetual Preferred Stock (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed with the SEC on February 1, 2023)
4.1	Form of Warrant
4.2	Form of Pre-Funded Warrant
4.3	Warrant Agent Agreement
5.1*	Opinion of counsel to the Registrant.
10.1	Warrant, dated April 1, 2020 issued to Max Munn (incorporated by reference to Exhibit 10.4 of the Company’s Registration Statement on Form S-1 (File No. 333-239892) filed with the SEC as of July 16, 2020).
10.2	The Company’s 2020 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.5 of the Company’s Registration Statement on Form S-1 (333-239892) filed with the SEC as of July 16, 2020).
10.3	Form of Option Agreement and Grant issued under February 18, 2020 Board Approval (incorporated by reference to Exhibit 10.6 of the Company’s Registration Statement on Form S-1 (File No. 333-239892) filed with the SEC as of July 16, 2020).
10.4	Agreement, dated April 20, 2020 between Icahn School of Medicine at Mount Sinai and SteriLumen, Inc. (incorporated by reference to Exhibit 10.7 of the Company’s Registration Statement on Form S-1 (File No. 333-239892) filed with the SEC as of July 16, 2020).
10.5	Common Stock Purchase Warrant, dated July 1, 2020 (incorporated by reference to Exhibit 10.10 of the Company’s Registration Statement on Form S-1 (File No. 333-239892) filed with the SEC as of July 16, 2020).
10.6	Common Stock Purchase Warrant, dated July 1, 2020 (incorporated by reference to Exhibit 10.11 of the Company’s Registration Statement on Form S-1 (File No. 333-239892) filed with the SEC as of July 16, 2020).
10.7	Form of Option issued to Medical Advisory Board members (incorporated by reference to Exhibit 10.12 of the Company’s Registration Statement on Form S-1 (File No. 333-239892) filed with the SEC as of July 16, 2020).
10.8	Employment Agreement, dated June 30, 2020 between the Company and Max Munn (incorporated by reference to Exhibit 10.9 of the Company’s Registration Statement on Form S-1 (File No. 333-239892) filed with the SEC as of July 16, 2020).
10.9	Employment Agreement, dated January 1, 2022 between the Company and Michael Ricco (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on January 3, 2022)
10.10	Agreement and Plan of Merger dated as of December 19, 2022, by and among the Company, PURO Acquisition Sub I, Inc., PURO Acquisition Sub II, LLC, PURO Lighting, LLC, Brian Stern, Andrew Lawrence, and the Member Representative (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on February 1, 2023)
10.11	Agreement and Plan of Merger dated as of December 19, 2022, by and among the Company, LED Supply Acquisition Sub I, Inc., LED Supply Acquisition Sub II, LLC, LED Supply Co. LLC, Brian Stern, Andrew Lawrence, and the Member Representative (incorporated by reference Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on February 1, 2023)
10.12	Amendment to Agreement and Plan of Merger dated as of January 26, 2023, by and among the Company, PURO Acquisition Sub I, Inc., PURO Acquisition Sub II, LLC, PURO Lighting, LLC, Brian Stern, Andrew Lawrence, and the Member Representative (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on February 1, 2023)
10.13	Amendment to Agreement and Plan of Merger dated as of January 26, 2023, by and among the Company, LED Supply Acquisition Sub I, Inc., LED Supply Acquisition Sub II, LLC, LED Supply Co. LLC, Brian Stern, Andrew Lawrence, and the Member Representative (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the SEC on February 1, 2023)
10.14	Securities Purchase Agreement dated October 7, 2022 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 14, 2022)
10.15	Note dated October 7, 2022 in the principal amount of $2,807,500 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on October 14, 2022)
10.16	Loan and Security Agreement dated as of December 9, 2022, by and between the Company, SteriLumen, Inc., Munn Works, LLC and Pinnacle Bank (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 15, 2022)
10.17	First Modification to Loan and Security Agreement and Loan Documents dated as of December 9, 2022, by and between the Company, SteriLumen, Inc., Munn Works, LLC and Pinnacle Bank (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on December 15, 2022)
10.18	Note Purchase and Cancellation Agreement dated as of January 5, 2023, by and between the Company, PURO Lighting, LLC, and Acuity Brands Lighting, Inc. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 11, 2023)
10.19	Securities Purchase Agreement dated January 25, 2023 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 31, 2023)
10.20	Amendment to Securities Purchase Agreement dated January 25, 2023 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on January 31, 2023)
10.21	Note dated January 25, 2023 in the principal amount of $2,807,500 (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on January 31, 2023)
10.22	Agreement and Plan of Merger dated as of September 1, 2023, by and between Applied UV, Inc., a Nevada corporation and the Registrant.
23.1*	Consent of Mazars USA LLP.
23.2*	Consent of Counsel to the Registrant (included in Exhibit 5.1).
24.1	Power of Attorney.
107	Fee table

(d) Issuance of Notes.

*To beThe ~~filed~~Company byhas ~~Amendment~~not issued any notes.

41II-5

Item 17 16. ~~Undertakings~~Exhibits and Financial Statement Schedules.

~~The undersigned~~EXHIBIT ~~registrant hereby undertakes:~~INDEX

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

3.1		Articles of Incorporation of the Registrant (incorporated by reference to Exhibit 3.3 of the Company’s Current Report on Form 8-K filed with the SEC on November 1, 2023).
3.3		Certificate of Designation, Preferences and Rights of Series X Preferred Stock (incorporated by reference to Exhibit 3.5 of the Company’s Current Report on Form 8-K filed with the SEC on November 1, 2023).
3.4		Certificate of Designation, Preferences and Rights of 10.5% Series A Cumulative Perpetual Preferred Stock (incorporated by reference to Exhibit 3.6 of the Company’s Current Report on Form 8-K filed with the SEC on November 1, 2023).
3.5		Certificate of Designations, Rights, and Preferences of 2% Series B Cumulative Perpetual Preferred Stock (incorporated by reference to Exhibit 3.7 of the Company’s Current Report on Form 8-K filed with the SEC on November 1, 2023).
3.6		Certificate of Designations, Rights, and Preferences of 5% Series C Cumulative Perpetual Preferred Stock (incorporated by reference to Exhibit 3.8 of the Company’s Current Report on Form 8-K filed with the SEC on November 1, 2023).
4.1		Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K, as amended, filed with the SEC on April 2, 2024).
4.2		Form of Warrant (incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K, as amended, filed with the SEC on April 2, 2024).
4.3		Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K, as amended, filed with the SEC on November 17, 2023).
4.4		Form of Series A Warrant (incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K, as amended, filed with the SEC on November 17, 2023).
4.5		Form of Series B Warrant (incorporated by reference to Exhibit 4.3 of the Company’s Current Report on Form 8-K, as amended, filed with the SEC on November 17, 2023).
5.1*		Opinion of counsel to the Registrant.
10.1		Agreement and Plan of Merger dated as of September 1, 2023, by and between the Registrant and Applied UV, Inc. (Delaware) (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K filed with the SEC on November 1, 2023).
10.2		Warrant, dated April 1, 2020 issued to Max Munn (incorporated by reference to Exhibit 10.4 of the Company’s Registration Statement on Form S-1 (File No. 333-239892) filed with the SEC as of July 16, 2020).
10.3		The Company’s 2020 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.5 of the Company’s Registration Statement on Form S-1 (333-239892) filed with the SEC as of July 16, 2020).
10.4		Form of Option Agreement and Grant issued under February 18, 2020 Board Approval (incorporated by reference to Exhibit 10.6 of the Company’s Registration Statement on Form S-1 (File No. 333-239892) filed with the SEC as of July 16, 2020).
10.5		Agreement, dated April 20, 2020 between Icahn School of Medicine at Mount Sinai and SteriLumen, Inc. (incorporated by reference to Exhibit 10.7 of the Company’s Registration Statement on Form S-1 (File No. 333-239892) filed with the SEC as of July 16, 2020).
10.6		Common Stock Purchase Warrant, dated July 1, 2020 (incorporated by reference to Exhibit 10.10 of the Company’s Registration Statement on Form S-1 (File No. 333-239892) filed with the SEC as of July 16, 2020).
10.7		Common Stock Purchase Warrant, dated July 1, 2020 (incorporated by reference to Exhibit 10.11 of the Company’s Registration Statement on Form S-1 (File No. 333-239892) filed with the SEC as of July 16, 2020).
10.8		Form of Option issued to Medical Advisory Board members (incorporated by reference to Exhibit 10.12 of the Company’s Registration Statement on Form S-1 (File No. 333-239892) filed with the SEC as of July 16, 2020).
10.9		Employment Agreement, dated June 30, 2020 between the Company and Max Munn (incorporated by reference to Exhibit 10.9 of the Company’s Registration Statement on Form S-1 (File No. 333-239892) filed with the SEC as of July 16, 2020).
10.10		Employment Agreement, dated January 1, 2022 between the Company and Michael Ricco (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on January 3, 2022).
10.11		Agreement and Plan of Merger dated as of December 19, 2022, by and among the Company, PURO Acquisition Sub I, Inc., PURO Acquisition Sub II, LLC, PURO Lighting, LLC, Brian Stern, Andrew Lawrence, and the Member Representative (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on February 1, 2023).

~~(i) To include any prospectus required by section 10(a)(3) of the Securities Act;~~II-6

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

10.12		Agreement and Plan of Merger dated as of December 19, 2022, by and among the Company, LED Supply Acquisition Sub I, Inc., LED Supply Acquisition Sub II, LLC, LED Supply Co. LLC, Brian Stern, Andrew Lawrence, and the Member Representative (incorporated by reference Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on February 1, 2023).
10.13		Amendment to Agreement and Plan of Merger dated as of January 26, 2023, by and among the Company, PURO Acquisition Sub I, Inc., PURO Acquisition Sub II, LLC, PURO Lighting, LLC, Brian Stern, Andrew Lawrence, and the Member Representative (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on February 1, 2023).
10.14		Amendment to Agreement and Plan of Merger dated as of January 26, 2023, by and among the Company, LED Supply Acquisition Sub I, Inc., LED Supply Acquisition Sub II, LLC, LED Supply Co. LLC, Brian Stern, Andrew Lawrence, and the Member Representative (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the SEC on February 1, 2023).
10.15		Securities Purchase Agreement dated October 7, 2022 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 14, 2022).
10.16		Note dated October 7, 2022 in the principal amount of $2,807,500 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on October 14, 2022).
10.17		Loan and Security Agreement dated as of December 9, 2022, by and between the Company, SteriLumen, Inc., Munn Works, LLC and Pinnacle Bank (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 15, 2022).
10.18		First Modification to Loan and Security Agreement and Loan Documents dated as of December 9, 2022, by and between the Company, SteriLumen, Inc., Munn Works, LLC and Pinnacle Bank (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on December 15, 2022).
10.19		Note Purchase and Cancellation Agreement dated as of January 5, 2023, by and between the Company, PURO Lighting, LLC, and Acuity Brands Lighting, Inc. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 11, 2023).
10.20		Securities Purchase Agreement dated January 25, 2023 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 31, 2023).
10.21		Amendment to Securities Purchase Agreement dated January 25, 2023 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on January 31, 2023).
10.22		Note dated January 25, 2023 in the principal amount of $2,807,500 (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on January 31, 2023).
10.23#		Applied UV, Inc. 2020 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.5 of the Registrant’s Registration Statement on Form S-1 (333-239892) filed with the SEC on July 16, 2020).
10.24#		Applied UV, Inc. 2023 Equity Incentive Plan (incorporated by reference to Exhibit 10.23 of the Registrant’s Registration Statement on Form S-1 (333-274879) initially filed with the SEC on October 5, 2023).
10.25		Form of Series A/B Warrant Amendment dated as of March 27, 2024, by and between Applied UV, Inc. and the holders of the Series A warrants and Series B warrants (incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K, as amended, filed with the SEC on April 2, 2024).
10.26		Form of Securities Purchase Agreement dated as of March 27, 2024, by and between Applied UV, Inc. and the Purchasers (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, as amended, filed with the SEC on April 2, 2024).
10.27		Form of Registration Rights Agreement dated as of March 27, 2024, by and between Applied UV, Inc. and the Purchasers (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K, as amended, filed with the SEC on April 2, 2024).
23.1*		Consent of Mazars USA LLP.
23.2*		Consent of Counsel to the Registrant (included in Exhibit 5.1).
24.1*		Power of Attorney (included on the signature page hereto).
107*		Fee Table.

~~(iii) To~~* ~~include~~Filed any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that paragraphs (1)(i), (1)(ii) and (1)(iii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Securities and Exchange Commission by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statementherewith.

~~(2) That,~~# ~~for~~Management ~~the~~contract ~~purpose~~or ofcompensatory determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereofplan.

~~(3) To remove from registration by means of a post~~II-~~effective amendment any of the securities being registered which remain unsold at the termination of the Offering.~~7

~~(4) That,~~Item ~~for~~17. ~~the purpose of determining liability under the Securities Act to any purchaser:~~Undertakings.

~~(i) Each~~The ~~prospectus~~undersigned ~~filed by the~~ registrant ~~pursuant~~hereby ~~to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and~~undertakes:

(ii1) ~~Each~~ ~~prospectus~~To ~~filed pursuant to Rule 424(b) as part of a registration statement relating to an offering~~file, ~~other~~during ~~than~~any ~~registration~~period ~~statements relying on Rule 430B or other than prospectuses filed~~ in ~~reliance~~which ~~on Rule 430A, shall be deemed to be part of and included in the registration~~offers ~~statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement~~ or ~~prospectus~~sales ~~that~~are isbeing ~~part of the registration statement or~~ made ~~in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will~~, ~~as to~~ a ~~purchaser~~post-effective ~~with~~amendment ~~a time of contract of sale prior~~ to ~~such~~this ~~first use, supersede or modify any statement that was made in the~~ registration statement ~~or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.~~:

(5i) ~~That~~To ~~for~~include ~~the purpose of determining liability of the registrant under the Securities Act to~~ any ~~purchaser~~prospectus inrequired ~~the~~by ~~initial~~section ~~distribution of securities, the undersigned registrant undertakes that in~~ 10(a)(3) ~~primary offering~~ of ~~securities of~~ the ~~undersigned~~Securities registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:Act;

(3ii) To ~~Any~~reflect ~~preliminary~~in the prospectus any facts or ~~prospectus~~events arising after the effective date of the ~~undersigned~~registration ~~registrant~~statement ~~relating~~(or tothe most recent post-effective amendment thereof) which, individually or in the ~~Offering~~aggregate, ~~required~~represent toa fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that paragraphs (1)(i), (1)(ii) and (1)(iii) above ~~Any~~do ~~free~~not ~~writing~~apply ~~prospectus~~if ~~relating~~the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the ~~Offering~~Securities ~~prepared~~and Exchange Commission by the registrant pursuant to Section 13 or onSection ~~behalf~~15(d) of the ~~undersigned~~Exchange Act ~~registrant~~that orare ~~used~~incorporated by reference in the registration statement, or ~~referred~~is contained in a form of prospectus filed pursuant to byRule 424(b) that is part of the ~~undersigned~~registration ~~registrant;~~statement.

(42) ~~The~~ ~~portion~~That, for the purpose of determining any ~~other~~liability under ~~free~~the ~~writing~~Securities ~~prospectus~~Act, ~~relating~~each such post-effective amendment shall be deemed to ~~the~~be ~~Offering~~a ~~containing~~new ~~material~~registration ~~information~~statement ~~about~~relating ~~theu~~to ~~ndersigned~~the ~~registrant~~securities oroffered ~~its~~therein, and the offering of such securities ~~provided~~at bythat ortime onshall ~~behalf~~be ofdeemed to be the ~~undersigned~~initial ~~registrant;~~bona ~~and~~fide offering thereof.

(53) ~~Any~~ ~~other~~To ~~communication~~remove ~~that~~from isregistration anby ~~offer~~means inof ~~the~~a post-effective ~~Offering~~amendment ~~made~~any byof the ~~undersigned~~securities ~~registrant~~being toregistered which remain unsold at the ~~purchaser~~termination of the offering.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to any charter provision, by law or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (~~other than payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding~~4) ~~is asserted by such director~~That, ~~officer~~for ~~or controlling person in connection with~~ the ~~securities~~purpose ~~being registered, the registrant will, unless in the opinion~~ of ~~its~~determining ~~counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question~~liability ~~whether~~under ~~such indemnification by it is against public policy as expressed in~~ the Securities Act ~~and~~to ~~will~~any ~~be governed by the final adjudication of such issue.~~purchaser:

~~The~~(i) Each prospectus filed ~~undersigned~~by the registrant ~~hereby~~pursuant ~~undertakes~~to ~~that:~~Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(6ii) Each prospectus filed ~~For~~pursuant ~~purposes~~to Rule 424(b) as part of ~~determining~~a ~~any~~registration ~~liability~~statement ~~under~~relating ~~the~~to ~~Securities~~an ~~Act~~offering, ~~the~~other ~~information~~than ~~omitted~~registration ~~from~~statements ~~the~~relying ~~form~~on ofRule 430B ~~prospectus~~or other than prospectuses filed asin reliance on Rule 430A, shall be deemed to be part of ~~this~~and included in the registration statement as inof ~~reliance~~the ~~upon~~date ~~Rule~~it ~~430A~~is ~~and~~first ~~contained~~used after effectiveness. Provided, however, that no statement made in a ~~form~~registration ofstatement or prospectus that ~~filed~~is bypart of the ~~registrant~~registration ~~pursuant~~statement toor ~~Rule 424(b)(1)~~made orin ~~(4)~~a document incorporated or ~~497(h)~~deemed ~~under~~incorporated ~~the~~by ~~Securities~~reference ~~Act~~into ~~shall~~the beregistration statement ~~deemed~~or toprospectus bethat is part of ~~this~~the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the ~~time~~registration itstatement or prospectus that was ~~declared~~part of the registration ~~effective~~statement or made in any such document immediately prior to such date of first use.

~~(2) For the purpose of determining any liability under the Securities Act, each post~~II-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.8

42(5) That for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

~~SIGNATURES~~(1) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

~~Pursuant to~~(ii) ~~the~~Any ~~requirements~~free ofwriting ~~the~~prospectus relating ~~Securities~~to ~~Act of 1933,~~ the ~~registrant~~offering ~~has~~prepared ~~duly~~by ~~caused~~or ~~this registration statement to be signed~~ on ~~its~~ behalf by of the undersigned, ~~thereunto~~registrant ~~duly~~or ~~authorized,~~used inor ~~the~~referred ~~City~~to ofby ~~Mount Vernon, State of New York on~~ the ~~5th day~~undersigned ~~of October, 2023.~~registrant;

~~APPLIED~~(2) ~~UV,~~The ~~INC.~~portion ~~By:~~of ~~/s/~~any ~~Max~~other ~~Munn~~free ~~Max~~writing ~~Munn~~prospectus ~~Chief~~relating ~~Executive~~to ~~Officer~~the ~~(Principal~~offering ~~Executive~~containing ~~Officer)~~material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

~~Pursuant to~~(3) ~~the~~Any ~~requirements~~other ofcommunication ~~the~~that ~~Securities~~is ~~Act,~~an ~~this~~offer ~~registration~~in ~~statement~~the ~~has~~offering ~~been~~made ~~signed~~ by the ~~following~~undersigned ~~persons~~registrant into the ~~capacities and on the dates indicated~~purchaser.

Name	Capacity in Which Signed	Date
/s/ Max Munn	Chief Executive Officer and Director	October 5, 2023
Max Munn
/s/ Michael Riccio	Chief Financial Officer (Principal Financial and Accounting officer)	October 5, 2023
Michael Riccio
/s/ Eugene Burleson	Chairman of the Board	October 5, 2023
Eugene Burleson
/s/ Joseph Luhukay	Director	October 5, 2023
Joseph Luhukay
/s/ Brian Stern	Director	October 5, 2023
Brian Stern
/s/ Dr. Dallas Hack	Director	October 5, 2023
Dr. Dallas Hack

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to any charter provision, by law or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

43The undersigned registrant hereby undertakes that:

(4)

For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-9

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Mount Vernon, State of New York on the 16th day of April, 2024.

	APPLIED UV, INC.

	By:	/s/ Max Munn
		Max Munn
		Chief Executive Officer
		(Principal Executive Officer)

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Max Munn and Michael Riccio, or either of them, as his true and lawful attorneys-in-fact and agents, with full powers of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this Registration Statement (including post-effective amendments and any related registration statements filed pursuant to Rule 462 and otherwise), and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents and full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he might or could do in person, hereby ratifying and confirming that said attorney-in-fact and agent, or any substitute or resubstitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Name	Capacity in Which Signed	Date

/s/ Max Munn	Chief Executive Officer and Director (Principal Executive Officer)	April 16, 2024
Max Munn

/s/ Michael Riccio	Chief Financial Officer (Principal Financial and Accounting officer)	April 16, 2024
Michael Riccio

/s/ Eugene Burleson	Chairman of the Board	April 16, 2024
Eugene Burleson

/s/ Joseph Luhukay	Director	April 16, 2024
Joseph Luhukay

/s/ Brian Stern	Director	April 16, 2024
Brian Stern

/s/ Dr. Dallas Hack	Director	April 16, 2024
Dr. Dallas Hack

/s/ Christopher Kobucha	Director	April 16, 2024
Christopher Kobucha

II-10

Filing Compare · Applied UV, Inc.