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APPLIED ENERGETICS, INC.

For the period ended Sep 15, 2025. Filed Aug 1, 2025.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Sep 15, 2025 · Filed Aug 1, 2025

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**UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

**Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant☒
Filed by a Party other than the Registrant☐

Check the appropriate box:

☐Preliminary proxy statement.
☐Confidential, for use of the Commission Only (as permitted by Rule 14a-6(e)(2)).
☒Definitive proxy statement.
☐Definitive Additional Materials.
☐Soliciting Material Pursuant to Rule 240.14a-12.

**(Name of Registrant as Specified in its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒No fee required.
☐Fee paid previously with preliminary materials.
☐Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

9070 S Rita Road, Suite 1500

Tucson, Arizona 85747

August 5, 2025

Dear Stockholder:

I am pleased to invite you to attend the Annual Meeting of Stockholders of Applied Energetics, Inc. (“Applied Energetics”) on September 15, 2026, at 10:00 a.m., Arizona time/1 p.m. Eastern time (the “Annual Meeting”). The Annual Meeting will be held virtually via webcast which you can attend by following the instructions in the meeting materials mailed to you and in the attached Proxy Statement. During our Annual Meeting, we will discuss each item of business described in the Notice of Annual Meeting and Proxy Statement, and, as time permits, we will discuss our business operations. We also plan to set aside time for questions after the Annual Meeting.

We hope that you will exercise your right to vote, either by attending the Annual Meeting and voting via webcast, or by voting through other acceptable means, as promptly as possible. Stockholders of record at the close of business on July 21, 2025, are entitled to notice of, and to vote at, the Annual Meeting. We will be using the “notice and access” method of providing proxy materials to you via the internet. On or about August 5, 2025, we are mailing to our stockholders a notice of availability of proxy materials containing instructions on how to access our Proxy Statement and our 2024 Annual Report on Form 10-K and vote electronically via the internet. The notice also contains instructions on how to receive a printed copy of your proxy materials. You may vote over the internet or, if you requested to receive printed proxy materials, you can also vote by mail pursuant to instructions provided on the proxy card (or voting instruction form, if you hold your shares through a broker). Please review the instructions for each of your voting options described in the Proxy Statement, as well as in the notice you will receive in the mail.

We are delighted to have you as a stockholder of Applied Energetics and thank you for your ongoing support.

Sincerely,

/s/ Christopher Donaghey

President and Chief Executive Officer

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD SEPTEMBER 15, 2025

TO THE STOCKHOLDERS OF APPLIED ENERGETICS, INC.:

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Applied Energetics, Inc. (“Applied Energetics” or the “Company”) will be held on Monday, September 15, 2025, at 10:00 a.m. Arizona time/1 p.m. Eastern time (the “Annual Meeting”), virtually via webcast for the following purposes:

To elect the following members of the Company’s Board of Directors, each to serve for the terms set forth opposite his or her name and until his or her successor is duly elected and qualified:

NameTerm
John E. SchultzOne Year
Michael AlberOne Year
Gregory QuarlesOne Year
Scott AndrewsTwo Years
Christopher DonagheyTwo Years
Bradford AdamczykThree Years
Mary O’HaraThree Years

To approve, on an advisory basis, the compensation of the Company’s named executive officers;

To approve, on an advisory basis, the frequency with which the Company holds advisory votes regarding the compensation of the Company’s named executive officers;

To approve and adopt the Company’s 2025 Equity Incentive Plan;

To ratify the appointment of RBSM LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025; and

To consider and act upon any other matter that may properly come before the meeting or any adjournment thereof.

The foregoing items of business are more fully described in the Proxy Statement for Annual Meeting of Stockholders. We are beginning mailing a Notice of Internet Availability of Proxy Materials (the “Notice”) on or about August 5, 2025, to stockholders of record at the close of business on July 21, 2025. The Notice contains instructions on how to access our Proxy Statement, our 2024 Annual Report on Form 10-K and the form of proxy on the Internet, as well as instructions on how to request a paper copy of the proxy materials. Only stockholders of the Company of record at the close of business on July 21, 2025, are entitled to notice of, and to vote at, the Annual Meeting and any adjournment or postponement thereof.

All stockholders of the Company are cordially invited to attend the Annual Meeting virtually, via the webcast at www.cstproxy.com/appliedenergetics/2025. However, to ensure your representation at the Annual Meeting,you are urged to vote in advanceover the Internet, or by marking, signing, dating, and returning your proxy card. You may revoke your voted proxy at any time prior to the Annual Meeting or vote at the Annual Meeting by following the instructions when you log on to attend the Annual Meeting virtually.

The Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, are available at:www.cstproxy.com/appliedenergetics/2025or our website,www.appliedenergetics.com.

Dated: August 5, 2025By Order of the Board of Directors,
/s/ Mary P. O’Hara
General Counsel, CLO and Secretary

IMPORTANT: WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, YOU ARE REQUESTED TO VOTE YOUR SHARES AS PROMPTLY AS POSSIBLE. IN ADDITION TO VOTING BY FOLLOWING THE INSTRUCTIONS WHEN YOU LOG IN TO ATTEND THE MEETING, STOCKHOLDERS OF RECORD MAY VOTE OVER THE INTERNET AS INSTRUCTED IN THE PROXY MATERIALS. YOU MAY ALSO VOTE BY MARKING, SIGNING, DATING AND MAILING THE PROXY CARD PROMPTLY IN THE RETURN ENVELOPE PROVIDED. PLEASE NOTE THAT IF YOUR SHARES ARE HELD BY A BROKER OR OTHER INTERMEDIARY, AND YOU WISH TO VOTE AT THE ANNUAL MEETING, YOU MUST OBTAIN A LEGAL PROXY FORM FROM THAT RECORD HOLDER.

TABLE OF CONTENTS

Page
PROXY SUMMARY1
QUESTIONS AND ANSWERS3
PROPOSAL 1: Election of Directors5
PROPOSAL 2: Advisory vote to Approve Executive Compensation.9
PROPOSAL 3: Advisory vote to Approve Frequency of Approval of Executive Compensation10
PROPOSAL 4: Approval and adoption of the Company’s 2025 Equity Incentive Plan;11
PROPOSAL 5: Ratification of RBSM LLP as the Company’s Independent Registered Public Accounting Firm14
DIRECTORS AND EXECUTIVE OFFICERS AND RELATED MATTERS15
EXECUTIVE COMPENSATION18
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT25
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE27
STOCKHOLDER PROPOSALS FOR THE 2025 ANNUAL MEETING OF STOCKHOLDERS28

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.