SEC Comment Letter for APPLIED ENERGETICS, INC. (AERG, AERGP) (CIK 0000879911) (AERG) — Oct 4, 2017
APPLIED ENERGETICS, INC. (AERG, AERGP) (CIK 0000879911)
Date: Oct. 4, 2017 · CIK: 0000879911 · Accession: 0000000000-17-035294
AI Filing Summary & Sentiment
Reasoning
Letter
Mail Stop 3561 October 4, 2017 George P. Farley Chief Executive Officer Applied Energetics, Inc. 2480 W Ruthrauff Road, Suite 140Q Tucson, AZ 85705
Re: Applied Energetics, Inc. Amendment No. 3 to Registration Statement on Form S -1 Filed September 22 , 2017 File No. 333 -217513
Dear Mr. Farley:
We have reviewed your amended registration statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the requested information . If you do not believe our comments apply to your facts and circumstanc es or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. Unless w e note otherwise, our references to prior comments are to comments in our September 5 , 2017 letter.
Selling Stockholders, page 33
1. We note your response to our prior comment 2 that Mr. Farley gifted the 20 million shares received as executive compensation on March 23, 2016 to AnneMarieCo, LLC, a limited liability compan y owned by members of his family, so it appears that there are material relationships requiring disclosure under Item 507 of Regulation S -K. Please clarify in the footnotes to the selling s tockholders table that AnneMarieCo, LLC is owned by members of Mr. Farley’s family and that the shares were acquired by gift from Mr. Farley. For each person who has control over AnneMarieCo, LLC and who ha s had a material relationship with Mr. Farley , identify each such person and describe the nature of the relationship. For further guidance refer to Item 507 of Regulation S -K and
George P. Farley Applied Energetics , Inc. October 4, 201 7 Page 2
Regulation S -K Compliance and Disclosure Interpretation 140.02, available on the Commission ’s website.
Please contact John Stickel at (202) 551 -3324 or me at (202) 551 -3859 with any questions.
Sincerely,
/s/ John Dana Brown
Show Raw Text
Mail Stop 3561
October 4, 2017
George P. Farley
Chief Executive Officer
Applied Energetics, Inc.
2480 W Ruthrauff Road, Suite 140Q
Tucson, AZ 85705
Re: Applied Energetics, Inc.
Amendment No. 3 to Registration Statement on Form S -1
Filed September 22 , 2017
File No. 333 -217513
Dear Mr. Farley:
We have reviewed your amended registration statement and have the following
comments. In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the
requested information . If you do not believe our comments apply to your facts and
circumstanc es or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments. Unless w e note
otherwise, our references to prior comments are to comments in our September 5 , 2017 letter.
Selling Stockholders, page 33
1. We note your response to our prior comment 2 that Mr. Farley gifted the 20 million
shares received as executive compensation on March 23, 2016 to AnneMarieCo, LLC, a
limited liability compan y owned by members of his family, so it appears that there are
material relationships requiring disclosure under Item 507 of Regulation S -K. Please
clarify in the footnotes to the selling s tockholders table that AnneMarieCo, LLC is owned
by members of Mr. Farley’s family and that the shares were acquired by gift from Mr.
Farley. For each person who has control over AnneMarieCo, LLC and who ha s had a
material relationship with Mr. Farley , identify each such person and describe the nature
of the relationship. For further guidance refer to Item 507 of Regulation S -K and
George P. Farley
Applied Energetics , Inc.
October 4, 201 7
Page 2
Regulation S -K Compliance and Disclosure Interpretation 140.02, available on the
Commission ’s website.
Please contact John Stickel at (202) 551 -3324 or me at (202) 551 -3859 with any
questions.
Sincerely,
/s/ John Dana Brown
John Dana Brown
Attorney -Advisor
Office of Transportation and Leisure
cc: Mary P. O’Hara, Esq.
Masur Griffitts + Co. LLP