Form 4 - Statement of changes in beneficial ownership of securities

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Donaghey Christopher Wayne

(Last)

(First)

(Middle)

C/O APPLIED ENERGETICS, INC.

9070 S. RITA ROAD, SUITE 1500

(Street)

TUCSON

85747

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
APPLIED ENERGETICS, INC. [ AERG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President & CEO/Principal AO

3. Date of Earliest Transaction (Month/Day/Year)
11/26/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.001 per share								161,027	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Incentive Stock Options	$0.78	11/26/2024		A	V	1,000,000		⁽¹⁾	⁽¹⁾	Common Stock, par value $.001 per share	1,000,000	⁽¹⁾	1,000,000	D
Non-Statutory Stock Options	$0.35							⁽²⁾	04/29/2029	Common Stock, par value $.001 per share	150,000		150,000	D
Non-Statutory Stock Options	$0.61							⁽³⁾	05/12/2031	Common Stock, par value $.001 per share	200,000		200,000	D
Incentive Stock Options	$2.36							⁽⁴⁾	07/13/2032	Common Stock, par value $.001 per share	1,000,000		1,000,000	D
Restricted Stock Units	⁽⁵⁾							⁽⁵⁾	⁽⁵⁾	Common Stock, par value $.001 per share	200,000		200,000	D

Explanation of Responses:

1. The options vest upon the achievement of specified revenue milestones as follows: with respect to 170,000 Shares, upon achievement of gross revenues of $10 million; with respect to an additional 330,000 Shares, upon achievement of gross revenues of $25 million; and with respect to the remaining 500,000 Shares, upon achievement of gross revenues of $50 million. They were issued in exchange for services pursuant to an Incentive Stock Option Agreement under the 2018 Incentive Stock Plan and expire ten years from the date of grant.

2. These options vested in instalments of 37,500 shares on each of 9/29/2019, 4/29/2020, 9/29/2020 and 4/29/2021. They were issued in exchange for services pursuant to an Incentive Stock Option Agreement under the 2018 Incentive Stock Plan.

3. These options vested on May 12, 2022. They were issued in exchange for services pursuant to an Incentive Stock Option Agreement under the 2018 Incentive Stock Plan.

4. These options vest over four years, in equal annual instalments of 250,000 shares, commencing on July 12, 2023, having currently vested as to 500,000 shares. They were issued in exchange for services pursuant to an Incentive Stock Option Agreement under the 2018 Incentive Stock Plan.

5. These RSUs vest in equal annual instalments of 100,000 shares, commencing on July 12, 2023 and have no expiration date or exercise price.

	/s/ Christopher Donaghey	12/05/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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