Correspondence 0001607062-23-000441 from Applied UV, Inc. (AUVIQ) (CIK 0001811109)
Applied UV, Inc. (AUVIQ) (CIK 0001811109)
Date: Sept. 25, 2023 · CIK: 0001811109 · Accession: 0001607062-23-000441
AI Filing Summary & Sentiment
File numbers found in text: 001-39480
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CORRESP
1
filename1.htm
September 26, 2023
Via EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Manufacturing
100 F Street, N.E.
Washington, D.C. 20549
Attn:
Mr. Gregory Herbers / Ms. Erin Purnell
Re:
Applied UV, Inc.
Information Statement on Form PRE 14C Filed August 28, 2023
File No. 001-39480
Dear Mr. Herbers and Ms. Purnell:
On behalf of Applied UV, Inc. (the “Company”),
we have set forth below responses to the comments of the staff (the “Staff”) of the Securities and Exchange Commission
(the “SEC”) contained in its letter of September 1, 2023 with respect to the Company’s Information Statement
on Form PRE 14C (the “Form PRE 14C”) as noted above.
For your convenience, the text of the Staff’s
comments is set forth below in bold, followed in each case by the Company’s responses. Please note that all references to page numbers
in the responses are references to the page numbers in the Amendment No. 1 to the Form PRE 14C (the “Amended PRE 14C”)
submitted concurrently with the submission of this letter in response to the Staff’s comments.
Form PRE 14C filed August 28, 2023
General
1. It appears that the actions taken by written consent on August
22, 2023 are related to your mergers with PURO Lighting, LLC and LED Supply Co., LLC. Therefore, please revise your information statement
to provide the information required by Items 11, 13, and 14 of Schedule 14A for both transactions. Alternatively, please provide a detailed
legal analysis explaining why you believe you are not required to provide some or all of this information. Please refer to Note A of Schedule
14A.
The holder of the majority of the Company’s
voting power did sign a shareholders consent dated August 22, 2023 approving the mergers. However, no action was taken with respect to
the mergers pursuant to this shareholder consent since the Company was not a constituent corporation to any of the mergers. The mergers
were between subsidiaries of the Company (and not the Company itself) and Company shareholder approval of the mergers was not required.
Since shareholders were not entitled to vote on the mergers, there is no requirement pursuant to Rule 14c-2 under the Securities Exchange
Act of 1934 to file a Schedule 14C with regard to such vote. The Company has therefore deleted all references to the mergers from the
Schedule 14C.
2. Since this filing relates to contemplated mergers, please disclose
the considerations taken into account for filing under Form PREM14C.
See response to Comment 1 above.
3. Noting that the PURO Lighting, LLC and LED Supply Co., LLC mergers
appear to have occurred on January 27, 2023, please explain why the mergers were not ratified until August 22, 2023. Please tell us what
consideration you gave to providing risk factor disclosure regarding the mergers not having shareholder approval since the closing of
the transactions. If you believe risk factor disclosure is not necessary, please explain.
See response to Comment 1 above.
Should you have any questions relating to the
foregoing or wish to discuss any aspect of the Company’s filing, please contact me at 646-876-0618.
Sincerely,
/s/ Jeffrey P. Wofford
Jeffrey P. Wofford, Esq.
Carmel, Milazzo & Feil LLP