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APPLIED ENERGETICS, INC.

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

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About this filing

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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PROXY SUMMARY

PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS

PROXY SUMMARY

General Voting and Meeting Information

The Notice and Access cards detailing the availability of this Proxy Statement and proxy card are being mailed to stockholders on or about August 5, 2025, and all proxy documents will be made available via:www.cstproxy.com/appliedenergetics/2025. It is important that you carefully review the proxy materials and follow the instructions below to cast your vote on all voting matters.

Voting Methods

Even if you plan to attend the Annual Meeting by logging into the webcast, please vote as soon as possible by using one of the following advance voting methods.

Voting via the internet helps save money by reducing postage and proxy tabulation costs.

VOTE BY INTERNET* 24 hours a day/7 days a weekInstructions: 1. Read this Proxy Statement. 2. Go to the applicable website listed on your proxy card or voting instruction form. 3. Have this Proxy Statement, proxy card, or voting instruction form in hand and follow the instructions.
VOTE BY MAILInstructions: 1. Read this Proxy Statement. 2. Fill out, sign and date each proxy card or voting instruction form you receive and return it in the prepaid envelope.
*If you are a beneficial owner holding shares through a bank, broker, or other nominee, you may vote via the internet if your bank, broker, or other nominee makes those methods available, in which case they will include the instructions with the proxy materials. If you are a stockholder of record, the Company will include instructions on how to vote via internet directly on your proxy voting card.

Voting at the Annual Meeting

Stockholders of record as of July 21, 2025 (the “Record Date”) may vote at the Annual Meeting by following the instructions to vote online upon logging in. Beneficial owners holding through a bank, broker or other nominee may vote by virtually attending the Annual Meeting if they have a “legal proxy” from their brokerage firm, bank, or custodian giving them the right to vote the shares. Beneficial owners should contact their bank or brokerage account representative to learn how to obtain a legal proxy. We encourage you to vote your shares in advance of the Annual Meeting by one of the methods described above, even if you plan on attending the Annual Meeting.

Voting Matters and Board Recommendations

Stockholders are being asked to vote on the following matters at the 2025 Annual Meeting:

PROPOSAL 1— Election of Directors

The Board believes that the nominees’ knowledge, skills, and abilities make them the most effective board members to continue to steer the Company through this period of its development.

PROPOSAL 2 — Advisory Vote to Approve Executive Compensation

This “Say-on-Pay” Proposal, is to approve, on a non-binding advisory basis, the compensation paid to the named executive officers, as described below in the section entitled “Executive Compensation.” The Company has designed its compensation programs to reward and motivate management to continue to grow the Company. The Board of Directors takes stockholder views seriously and will take into account the advisory vote in future executive compensation decisions.

PROPOSAL 3 — Advisory Vote to Approve Frequency of Vote on Executive Compensation

Recommendation: FOR approval every three years

This “Say-on-Frequency” Proposal is to approve, on a non-binding advisory basis, the frequency with which the stockholders should vote on the compensation paid to the named executive officers, as described under Proposal 2 and elsewhere in this Proxy Statement. The Board of Directors believes that a frequency of three years strikes a balance between regularly soliciting stockholder input on compensation and allowing the board some latitude to adjust to market conditions and a longer-term focus in its recruiting.

PROPOSAL 4— Approval and adoption of the Company’s 2025 Equity Incentive Plan

The board is submitting the proposal to approve the Company’s 2025 Equity Incentive Plan to the stockholders in part for advisory purposes and in part because Section 422 of the Internal Revenue Code requires stockholder approval of the plan prior to issuance of any Incentive Stock Options, which may be issued under the plan.

PROPOSAL 5— Approval of RBSM LLP as Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2025

The Board of Directors has appointed RBSM LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025. The Board believes that the retention of RBSM LLP is in the best interests of the Company and its stockholders and is seeking ratification and approval of its selection. Such approval is not required under the Company’s Certificate of Incorporation, By-laws or other constituent documents.

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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.