UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~April~~ 24May 14, 2024

APPLIED UV, INC.

(Exact name of registrant as specified in its charter)

Nevada		001-39480		84-4373308
(State or other jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification Number)

150 N. Macquesten Parkway

Mount Vernon, NY

10550

(Address of registrant’s principal executive office)

(Zip code)

(914) 665-6100

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.0001 per share	AUVI	The Nasdaq Stock Market LLC
10.5% Series A Cumulative Perpetual Preferred Stock, par value $0.0001 per share	AUVIP	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On May 15, 2024, the Company received a written notice (the “Notice”) from The Nasdaq Stock Market LLC (“Nasdaq”) dated May 15, 2024, indicating that, as a result of Eugene Burleson’s resignation from the Board of Directors of the Company (“Board”), the audit committee of the Board (the “Audit Committee”), effective May 7, 2024, the Company is not currently in compliance with Nasdaq Listing Rule 5605, which requires that the Audit Committee is comprised of at least three independent directors.

The Audit Committee currently is comprised of only two independent directors, Joseph Luhukay and Christopher Kochuba. In accordance with Nasdaq Listing Rule 5605(b)(1)(A), the Company has a “cure period” of until the earlier of the Company’s next annual shareholders’ meeting or May 7, 2025, or if the next annual shareholders’ meeting is held before November 4, 2024, then the Company must evidence compliance no later than November 4, 2024. The Company intends to elect one independent director to serve as a member of the Audit Committee during this cure period.

The Notice has no immediate effect on the listing or trading of the Company’s common stock on The Nasdaq Capital Market.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On ~~April~~May 2414, 2024, ~~Applied~~the ~~UV,~~Board ~~Inc.~~of ~~(the~~Directors (“~~Company~~Board”) ~~accepted~~of ~~the~~Applied ~~resignation~~UV, ofInc. ~~Brian~~appointed ~~Stern~~Christopher Kochuba as a member of the ~~Board~~Audit ofCommittee ~~Directors~~and compensation committee of the ~~Company (“~~Board”) effective as of ~~April 24~~May 14, 2024.

~~On May 6, 2024, the Company accepted the resignation of Dallas Hack as a member of the Board effective as of May 6, 2024.~~1

On May 7, 2024, the Company accepted the resignation of Eugene Burleson as the Chairman of the Board effective as of May 7, 2024.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	APPLIED UV, INC.
Date: May 9, 2024	By:	/s/ Mike Riccio
Date: May 17, 2024	By:	/s/ Mike Riccio
	Name:	Mike Riccio
	Title:	Chief Financial Officer

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