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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) January 14, 2025

 

APPLIED ENERGETICS, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware

(State or Other Jurisdiction of Incorporation)

 

001-14015   77-0262908
(Commission File Number)   (IRS Employer
Identification No.)

 

9070 S Rita Road, Suite 1500, Tucson, AZ   85747
(Address of Principal Executive Offices)   (Zip Code)

 

(520) 628-7415

(Registrant’s Telephone Number, Including Area Code)

 

 

(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))

 

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. ☐

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
 Common Stock, par value, $.001   AERG   OTCQB

 

 

 

 

 

Item 3.02 Unregistered Sales of Equity Securities.

 

On December 14, 2025, the company completed the placement of 6,405,666 shares of its common stock, par value, $0.001 per share, some of which were underlying pre-funded common stock purchase warrants, in a private sale to individual purchasers at a price of $0.75 per share (or $0.749 per underlying share for pre-funded warrants), for aggregate proceeds in the approximate amount of $ 4,804,249. The pre-funded warrants are exercisable immediately at a price of $0.001 per share but may not be executed in any amount which would cause the holder thereof to beneficially own 5% or more of the company’s common stock. The company has agreed to use its best efforts to include the shares for registration with the Securities and Exchange Commission in any subsequent registration statement it files. All of the purchasers are accredited, sophisticated investors, and the issuance of the shares was not in connection with any public offering in accordance with Section 4(a)(2) of the Securities Act of 1933.

 

The company issued a press release on January 15, 2025 announcing the completion of the placement and providing additional information. A copy of the release is filed as Exhibit 99 to this Current Report on Form 8-K.

 

Item 9.01 Financial Statements and Exhibits.

 

Exhibit 99Press Release, dated January 15, 2025, -- Applied Energetics Announces Completion of $4.8 Million Private Placement Offering
104Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

1

 

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 thereunto duly authorized.

 

  APPLIED ENERGETICS, INC.
     
  By: /s/ Christopher Donaghey
    Christopher Donaghey
    President and Chief Executive Officer

 

Date: January 15, 2025

 

2

Exhibit 99

 

  Applied Energetics, Inc.

 

Applied Energetics Announces Completion of $4.8 Million Private Placement Offering

 

Tucson, Ariz., January 15, 2025 – Applied Energetics, Inc. (OTCQB: AERG),  a leader in the field of advanced optical technologies and ultrashort pulse laser (USPL) technologies, today announced that it has closed a private placement (the "Private Placement") of 6,405,666 million shares of its common stock (or pre-funded warrants in lieu thereof) to a group of new and existing accredited investors at a purchase price of $0.75 per share (or $0.749 per pre-funded warrant in lieu thereof).

 

The pre-funded warrants are exercisable immediately upon issuance at a price of $0.001 per share until exercised in full but may not be executed in any amount which would cause the holder thereof to beneficially own 5% or more of the company’s common stock.

 

The aggregate proceeds to the Company from the private placement are expected to be approximately $# million. The Company intends to use the aggregate proceeds for product development, investment in one or more strategic partnerships, and general corporate purposes.

The closing of the offering occurred on January 14, 2025, subject to the satisfaction of customary closing conditions.

 

This press release does not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or other jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

 

About Applied Energetics, Inc.

 

Applied Energetics, Inc., a leader in Advanced Optical Technologies and Ultrashort Pulse Directed Energy Solutions, utilizes patented, dual-use laser and optical technologies to advance critical industries, including defense, national security, biomedical and manufacturing. Applied Energetics pioneered and holds all crucial intellectual property rights to the development and use of Laser Guided Energy technology and related solutions for defense, security, commercial, and medical applications.

 

Forward Looking Statements

 

Certain statements in this press release constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements include all statements that do not relate solely to the historical or current facts and can be identified by the use of forward-looking words such as "may," "believe," "will," "expect," "project," "anticipate," "estimates," "plans," "strategy," "target," "prospects," or "continue," and words of similar meaning. These forward-looking statements are based on the current plans and expectations of our management and are subject to a number of uncertainties and risks that could significantly affect our current plans and expectations, as well as future results of operations and financial condition and may cause our actual results, performances or achievements to be materially different from any future results, performances or achievements expressed or implied by such forward-looking statements. We do not assume any obligation to update these forward-looking statements to reflect actual results, changes in assumptions, or changes in other factors affecting such forward-looking statements.

 

Applied Energetics, Inc. Investor information contact:

 

Kevin McGrath, Managing Director
Cameron Associates, Inc.
kevin@cameronassoc.com
T: 646-418-7002

 

SOURCE: Applied Energetics, Inc.

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