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): May 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 4.01. ~~Notice~~Changes ofin ~~Delisting~~Registrant’s orCertifying ~~Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.~~Accountant

On May 1514, 2024, ~~the~~Mazars ~~Company~~USA ~~received~~LLP ~~a written notice~~ (~~the~~ “~~Notice~~Mazars”) ~~from~~officially ~~The~~resigned ~~Nasdaq~~as ~~Stock~~the ~~Market~~independent ~~LLC~~registered ~~(“Nasdaq”)~~public ~~dated~~accounting ~~May~~firm ~~15,~~of ~~2024~~Applied UV, ~~indicating~~Inc. ~~that,~~(the as“Company”). aThis ~~result of~~follows ~~Eugene~~the ~~Burleson’s~~initial ~~resignation~~advisory ~~from~~notice ~~the~~provided ~~Board~~by ofMazars ~~Directors~~on ofApril ~~the~~17, ~~Company (“Board”)~~2024, ~~the~~which ~~audit committee of the Board~~indicated ~~(the~~that ~~“Audit~~Mazars ~~Committee”),~~would ~~effective~~cease ~~May~~to 7,act ~~2024,~~as the Company’s isindependent ~~not~~auditor ~~currently~~effective inwith ~~compliance~~the ~~with~~filing ~~Nasdaq~~of ~~Listing~~the ~~Rule~~Company’s ~~5605,~~Quarterly ~~which~~Report ~~requires~~on ~~that~~Form 10-Q for the ~~Audit~~period ~~Committee~~ended isMarch ~~comprised~~31, of2024, atand ~~least~~no ~~three~~later ~~independent~~than ~~directors~~May 31, 2024.

~~The~~Mazars’ audit ~~Audit~~reports ~~Committee~~on ~~currently~~the isCompany’s ~~comprised~~ consolidated financial statements as of ~~only~~and ~~two~~for ~~independent~~the ~~directors,~~fiscal ~~Joseph~~years ~~Luhukay~~ended December 31, 2023 and ~~Christopher~~December 31, ~~Kochuba.~~2022 Indid ~~accordance~~not ~~with~~contain ~~Nasdaq~~an ~~Listing~~adverse ~~Rule~~opinion ~~5605(b)(1)(A)~~or a disclaimer of opinion, ~~the Company~~and ~~has~~were anot ~~“cure~~qualified ~~period”~~or ofmodified ~~until~~as to uncertainty, audit scope or accounting principles, other than the ~~earlier~~explanatory ofparagraph regarding the Company’s ~~next~~ability ~~annual~~to ~~shareholders’~~continue ~~meeting~~as ora ~~May~~going concern. 7,In ~~2025~~addition, orduring if the ~~next~~Company’s ~~annual~~fiscal ~~shareholders’~~years ~~meeting~~ended isDecember ~~held~~31, ~~before~~2023 ~~November~~and 42022 and through May 14, 2024, ~~then~~there ~~the~~have ~~Company~~been ~~must~~no ~~evidence~~disagreements ~~compliance~~with noMazars ~~later~~on ~~than~~any ~~November~~matter 4of accounting principles or practices, ~~2024.~~financial ~~The~~statement ~~Company~~disclosure ~~intends~~or auditing scope or procedure, which disagreement(s), if not resolved to ~~elect~~the ~~one~~satisfaction ~~independent~~of ~~director~~Mazars, would have caused it to ~~serve~~make asreference ato ~~member~~the subject matter of the ~~Audit~~disagreement(s) ~~Committee~~in ~~during~~connection ~~this~~with ~~cure~~its ~~period~~reports on the Company’s financial statements for the fiscal years ended December 31, 2023 and December 31, 2022.

~~The~~For the ~~Notice~~fiscal ~~has~~years noended ~~immediate~~December ~~effect~~31, on2023 ~~the~~and ~~listing or~~December ~~trading~~31, of2022 ~~the~~and ~~Company’s~~through ~~common~~May ~~stock~~14, on2024, ~~The~~there ~~Nasdaq~~were ~~Capital~~no ~~Market~~“reportable events” as that term is described in Item 304(a)(1)(v) of Regulation S-K.

~~Item~~The Company ~~5.02.~~provided ~~Departure~~Mazars with a copy of ~~Directors~~the disclosure contained herein, prior to its filing with the Securities and Exchange Commission (“SEC”), and requested that Mazars furnish the Company a letter addressed to the SEC stating whether or ~~Certain~~not ~~Officers;~~it ~~Election~~agreed with the statements contained herein and, if not, stating the respects in which it does not agree. A copy of ~~Directors;~~Mazars’ ~~Appointment~~letter dated as of ~~Certain~~May ~~Officers;~~20, ~~Compensatory~~2024 ~~Arrangements~~is ofattached ~~Certain~~as ~~Officers~~Exhibit 16.1 hereto.

~~On May 14, 2024, the Board of Directors (“Board”)~~Item ~~of Applied UV, Inc~~9.01. ~~appointed~~Financial ~~Christopher~~Statements ~~Kochuba as a member of the Audit Committee~~ and ~~compensation committee of the Board effective as of May 14, 2024~~Exhibits.

1(d) Exhibits.

SIGNATURES

Exhibit No.		Description
16.1		Letter from Mazars dated as of May 20, 2024.
104		Cover Page Interactive Data File (formatted in Inline XBRL).

~~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.~~1

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

SIGNATURES

2Pursuant 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 20, 2024	By:	/s/ Mike Riccio
	Name:	Mike Riccio
	Title:	Chief Financial Officer

Filing Compare · Applied UV, Inc.