false
0000879911
0000879911
2025-10-03
2025-10-03
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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) October 3,
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, Arizona |
|
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. ☐
Securities registered pursuant to Section
12(b) of the Act: None
Item 1.01 – Entry into a Material
Definitive Agreement.
See disclosure under Item
5.02 below.
Item 5.02 – Departure of Directors
or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Effective October 3, 2025,
Applied Energetics has appointed Dr. David Spence to serve as its Chief Product Officer.
Dr. Spence, age 59, has
more than 25 years of experience in the conception, design, and commercialization of advanced laser technologies across industrial, scientific,
and defense markets. He has held leadership roles at Spectra-Physics, Newport Corporation, and most recently, was Senior Engineering Manager,
Advanced Technology Development Group for MKS Instruments, where he directed cross-functional teams developing next-generation ultrashort
pulse laser systems, nonlinear optical solutions, and diode-pumped solid-state amplifiers. Dr. Spence is also an Optica Fellow, holds
over a dozen issued patents, and has authored numerous scientific publications. Dr. Spence holds a Ph.D. in Laser Physics from the University
of St. Andrews in Scotland and a B.Sc. in Physics with First Class Honors from the University of Stirling.
We have entered into an Executive
Employment Agreement with Dr. Spence setting forth the terms of his service as Chief Product Officer. The agreement is for a term of three
years and is renewable thereafter for sequential one-year periods. The agreement may be terminated by the company for “Cause”
or by Dr. Spence for “Good reason” both of which terms are defined in the agreement. The agreement may also be terminated,
without Cause or Good Reason, by either party upon ninety days’ written notice to the other. In the event of a termination of the
agreement by Dr. Spence with Good Reason, or by us without cause, we must pay him any unpaid base compensation due as of the termination
date as well as any pro rata unpaid bonus and or expenses.
The agreement calls for (i)
a cash salary of $250,000 per annum, payable monthly, and eligibility for a discretionary bonus within 60 days of the end of each year,
and (ii) incentive stock options to purchase up to 500,000 shares of our common stock at an exercise price of $1.71 per share under the
company’s 2018 Incentive Stock Plan. These options vest in four equal annual instalments commencing on the first anniversary of
the grant date. The agreement also calls for a moving allowance and standard benefits.
Item 9.01 Financial Statements and Exhibits.
| 99.1 |
| Press Release, dated October 8, 2025 -- Applied Energetics Appoints Dr. David Spence as Chief Product Officer |
| 99.2 |
| Executive Employments Agreement, dated as of October 3, 2025, by and between the company and Dr. David Spence |
| 104 |
| Cover page Interactive Data File (embedded within the Inline XBRL document) |
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: October 8, 2025
2
