UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 10-K/A

(Amendment No. 1) 

 

Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended December 31, 2018

 

Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from __________ to __________

 

Commission File Number 001-14015

 

Applied Energetics, Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware

 

77-0262908

(State or Other Jurisdiction of
Incorporation or Organization)
  (IRS Employer
Identification Number)

 

2480 W Ruthrauff Road, Suite 140 Q    
Tucson, Arizona   85705
(Address of Principal Executive Offices)   (Zip Code)
     
Registrant’s telephone number, including area code   (520) 628-7415

 

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

 

Title of Each Class   Name of Each Exchange on Which Registered
Common Stock, $.001 par value   Over the Counter Bulletin Board

 

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

 

None

 

(Title of Class)

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

 

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definition of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company’ in Rule 12b-2 of the Exchange Act:

 

Large Accelerated Filer ☐ Accelerated Filer ☐ Non-Accelerated Filer ☐ Smaller reporting company ☒ Emerging growth company ☐

 

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

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

 

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant, computed by reference to the last reported sales price at which the stock was sold on June 30, 2018 (the last day of the registrant’s most recently completed second quarter) was approximately $20,745,000.

 

The number of outstanding shares of the registrant’s Common Stock, $.001 par value, as of March 28, 2019 was 204,197,396.

  

 

 

 

 

EXPLANATORY NOTE

 

This Amendment No. 1 on Form 10-K/A (this “Amendment”) to the Annual Report on Form 10-K of Applied Energetics, Inc. (the “Company”) for the fiscal year ended December 31, 2018, originally filed with the Securities and Exchange Commission (the “SEC”) on April 1, 2019 (the “Original Filing”), is being filed solely to include Exhibits 31.1 and 31.2, each revised to reflect that Bradford T. Adamczyk executed the certification therein in his capacity as Principal Financial Officer as well as Principal Executive Officer. This Amendment contains only the cover page, explanatory note, the exhibit index, signature page and the revised certifications.

 

Except for the foregoing, this Amendment does not alter or update any other information contained in the Original Filing. The Original Filing continues to speak as of the date of the Original Filing, and the Company has not updated the disclosures contained therein to reflect any events that have occurred as of a date subsequent to the date of the Original Filing. Accordingly, this Amendment should be read in conjunction with the Original Filing, and the Company’s filings made with the SEC subsequent to the filing of the Original Filing.

 

Item 15. Exhibits and Financial Statement Schedules

 

(a) The following documents are filed as a part of this Amendment:

 

Exhibit No.   Description
     
31.1   Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (filed herewith)
     
32.1   Certification of Principal Financial and Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (filed herewith)

 

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SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized on the 4th day of October, 2019.

 

APPLIED ENERGETICS, INC.

 

  By: /s/ Gregory J. Quarles
    Gregory J. Quarles,
Chief Executive and Financial Officer

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on the 4th day of October, 2019 by the following persons on behalf of the registrant and in the capacities indicated.

 

Name   Title
     
/s/ Gregory J. Quarles   Chief Executive and Financial Officer and Director
Gregory J. Quarles    
     
/s/  Bradford T. Adamczyk   Chairman and Director (former Principal Executive Officer)
Bradford T. Adamczyk  
     
/s/  Jonathan R. Barcklow   Vice President, Secretary and Director
Jonathan R. Barcklow    
     
/s/  John E. Schultz Jr.   Director
John E. Schultz Jr.    

 

 

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