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As filed with the Securities and Exchange Commission on October 2,\n2026

Registration No. 333-__________

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Applied Energetics, Inc.

(Exact name of registrant as specified in its\ncharter)

\n \n \n \n \n \n \n \n \n

Delaware		77-0262908
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

9070 S. Rita Road, Suite 1500

Tucson, AZ 85747

(Address of Principal Executive Offices)

Applied Energetics, Inc. 2025 Equity Incentive\nPlan

(Full title of plan)

Christopher Donaghey

President and Chief Executive Officer

9070 S. Rita Road, Suite 1500

Tucson, AZ 85747

(Name and address of agent for service)

Copies to:

Mary P. O’Hara, Esq.

General Counsel, Chief Legal Officer and Secretary

9070 S. Rita Road, Suite 1500

Tucson, AZ 85747

(520) 628-7415

(Telephone number, including area code, of agent\nfor service)

Indicate by check mark whether the registrant is a large accelerated\nfiler, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions\nof “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging\ngrowth company” in Rule 12b-2 of the Exchange Act.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Large accelerated filer:	☐	Accelerated filer:	☐
Non-accelerated filer:	☒	Smaller reporting company:	☒
Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant\nhas elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant\nto Section 7(a)(2)(B) of the Securities Act. ☐

PART I

INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS

Item 1. Plan Information.

The Company will provide each of the recipients\n(the “Recipients”) of a grant under the Applied Energetics, Inc. 2025 Equity Incentive Plan (the “2025 Plan”)\nwith documents that contain information related to the 2025 Plan, and other information including, but not limited to, the disclosure\nrequired by Item 1 of Form S-8, which information is not required to be and is not being filed as a part of this Registration Statement\nor as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act of 1933, as amended (the “Securities\nAct”). The foregoing information and the documents incorporated by reference in response to Item 3 of Part II of this Registration\nStatement, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act. A Section 10(a)\nprospectus will be given to each Recipient who receives shares covered by this Registration Statement, in accordance with Rule 428(b)(1)\nunder the Securities Act.

Item 2. Registrant Information and Employee Plan Annual\nInformation.

The Company will provide to each Recipient a written\nstatement advising of the availability of documents incorporated by reference in Item 3 of Part II of this Registration Statement (which\ndocuments are incorporated by reference in this Section 10(a) prospectus) and of documents required to be delivered pursuant to Rule\n428(b) under the Securities Act without charge and upon written or oral request by contacting: Applied Energetics, Inc., 9070 S. Rita\nRoad, Suite 1500, Tucson, AZ 85747, (520) 628-7415.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3. Incorporation of Documents by Reference.

The Company hereby incorporates by reference into\nthis Registration Statement the documents listed below. In addition, all documents subsequently filed pursuant to Sections 13(a), 13(c),\n14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), prior to the filing of a post-effective\namendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall\nbe deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents:

●

The\n Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with\n the Securities and Exchange Commission (the “SEC”) on March 30, 2026;

●

The\n Company’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2026 and\n June 30, 2026, filed with the SEC on May 14, 2026 and August 13, 2026, respectively ;

●

The Company’s\n Current Reports on Form 8-K filed with the SEC on February 3, 2026, April 29, 2026 and May 14, 2026.

●

The description\n of the Company’s common stock contained in Exhibit 4.1 of the Company’s Registration\n Statement on Form S-1 (Registration No. 333-38483), as updated by Exhibit 4.2 to the Company’s\n Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March\n 30, 2026, together with any subsequent amendment or any report filed for the purpose of updating\n such description.

The Company also incorporates by reference into\nthis prospectus all documents (other than current reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits filed on such\nform that are related to such items) that are filed by the Company with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the\nExchange Act (i) after the date of the initial filing of the registration statement of which this prospectus forms a part and prior to\neffectiveness of the registration statement, or (ii) after the date of this prospectus but prior to the termination of the offering.\nThese documents include periodic reports, such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on\nForm 8-K, as well as proxy statements.

II-1

Item 4. Description of Securities.

Not Applicable.

Item 5. Interests of Named Experts and Counsel.

Not Applicable.

Item 6. Indemnification of Directors and Officers.

Article NINTH of our Restated Certificate of Incorporation\nstates:

All persons who the Corporation is empowered to\nindemnify pursuant to the provisions of Section 145 of the General Corporation Law of the State of Delaware (or any similar provision\nor provisions of applicable law at the time in effect), shall be indemnified by the Corporation to the full extent permitted thereby.\nThe foregoing right of indemnification shall not be deemed to be exclusive of any other rights to which those seeking indemnification\nmay be entitled under any by-law, agreement, vote of stockholders or disinterested directors, or otherwise. No repeal or amendment of\nthis Article NINTH shall adversely affect any rights of any person pursuant to this Article NINTH which existed at the time of such repeal\nor amendment with respect to acts or omissions occurring prior to such repeal or amendment.

Article V of our First Amended and Restated Bylaws\nstates: The Corporation shall indemnify and hold harmless to the fullest extent permitted by applicable law as it presently exists or\nmay hereafter be amended, any person who was or is made or is threatened to be made a party or is otherwise involved in any action, suit,\nor proceeding, whether civil, criminal, administrative, or investigative (a “Proceeding”), by reason of the fact that such\nperson, or a person for whom such person is the legal representative, is or was a director, or officer, or employee, or agent of the\nCorporation or, while a director, or officer, or employee, or agent of the Corporation, is or was serving at the specific request communicated\nin writing from the Board of Directors of the Corporation as a director, officer, employee, or agent of another corporation, partnership,\njoint venture, trust, enterprise, or nonprofit entity, including service with respect to employee benefit plans, against all liability\nand loss suffered and expenses (including attorneys’ fees) actually and reasonably incurred by such person. Notwithstanding the preceding\nsentence, the Corporation shall be required to indemnify a person in connection with a Proceeding (or part thereof) commenced by such\nperson only if the commencement of such Proceeding (or part thereof) by the person was authorized in the specific case by the Board of\nDirectors.

Section 145 of the Delaware General Corporation\nLaw authorizes us to indemnify any director or officer under prescribed circumstances and subject to certain limitations against certain\ncosts and expenses, including attorneys’ fees actually and reasonably incurred in connection with any action, suit or proceedings,\nwhether civil, criminal, administrative or investigative, to which such person is a party by reason of being one of our directors or\nofficers if it is determined that the person acted in accordance with the applicable standard of conduct set forth in such statutory\nprovisions.

Insofar as indemnification for liabilities arising\nunder the Securities Act may be permitted to directors, officers and controlling persons of Applied Energetics, Inc. pursuant to the\nforegoing provisions, or otherwise, we have been advised that, in the opinion of the Securities and Exchange Commission, such indemnification\nis against public policy as expressed in such Act and is, therefore, unenforceable.

Item 7. Exemption from Registration Claimed.

Not applicable.

II-2

Item 8. Exhibits.

\n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

EXHIBIT \n NUMBER		EXHIBIT

4.1		Applied Energetics, Inc. 2025 Equity Incentive Plan (incorporated by reference to Appendix A of the Company’s Definitive Proxy Statement on Schedule 14A filed with the SEC on August 1, 2025).
5.1		Opinion of Mary P. O’Hara, General Counsel and Chief Legal Officer
23.1		Consent of Mary P. O’Hara (included in Exhibit 5.1).
23.2		Consent of RBSM LLP.
107		Filing Fee Table

Item 9. Undertakings.

\n\n

(a)

The undersigned registrant hereby undertakes:

\n\n

(1)

To file, during any period in which offers or sales are being\nmade, a post-effective amendment to this registration statement:

(i)

To include any prospectus required by Section 10(a)(3) of the Securities\n Act;

(ii)

To reflect in the prospectus any facts or events arising after the\n effective date of the registration statement (or the most recent post-effective amendment\n thereof) which, individually or in the aggregate, represent a fundamental change in the information\n set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease\n in volume of securities offered (if the total dollar value of securities offered would not\n exceed that which was registered) and any deviation from the low or high end of the estimated\n maximum offering range may be reflected in the form of prospectus filed with the Commission\n pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no\n more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation\n of Registration Fee” table in the effective registration statement;

(iii)

To include any material information with respect to the plan of\n distribution not previously disclosed in the registration statement or any material change\n to such information in the registration statement;

provided, however, that paragraphs (1)(i), and (1)(ii) do not\napply if the Registration Statement is on Form S-8 and if the information required to be included in a post-effective amendment by those\nparagraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to section 13 or section 15(d)\nof the Securities Exchange Act that are incorporated by reference in the registration statement.

\n\n

(2)

That, for the purpose of determining any liability under the\nSecurities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered\ntherein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

\n\n

(3)

To remove from registration by means of a post-effective amendment\nany of the securities being registered which remain unsold at the termination of the offering.

\n\n

(4)

That, for the purpose of determining liability under the Securities\nAct to any purchaser:

(i)

Each prospectus filed by the registrant pursuant to Rule 424(b)(3)\n shall be deemed to be part of the registration statement as of the date the filed prospectus\n was deemed part of and included in the registration statement; and

(ii)

Each prospectus required to be filed pursuant to Rule 424(b)(2),\n (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to\n an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing\n the information required by Section 10(a) of the Securities Act shall be deemed to be part\n of and included in the registration statement as of the earlier of the date such form of\n prospectus is first used after effectiveness or the date of the first contract of sale of\n securities in the offering described in the prospectus. As provided in Rule 430B, for liability\n purposes of the issuer and any person that is at that date an underwriter, such date shall\n be deemed to be a new effective date of the registration statement relating to the securities\n in the registration statement to which that prospectus relates, and the offering of such\n securities at that time shall be deemed to be the initial bona fide offering thereof. Provided,\n however, that no statement made in a registration statement or prospectus that is part of\n the registration statement or made in a document incorporated or deemed incorporated by reference\n into the registration statement or prospectus that is part of the registration statement\n will, as to a purchaser with a time of contract of sale prior to such effective date, supersede\n or modify any statement that was made in the registration statement or prospectus that was\n part of the registration statement or made in any such document immediately prior to such\n effective date.

II-3

\n\n

(5)

That, for the purpose of determining liability of the registrant\nunder the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in\na primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting\nmethod used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following\ncommunications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities\nto such purchaser:

\n\n

(i)

any preliminary prospectus or prospectus of the undersigned\nregistrant relating to the offering required to be filed pursuant to Rule 424;

\n\n

(ii)

any free writing prospectus relating to the offering prepared\nby or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

\n\n

(iii)

the portion of any other free writing prospectus relating to\nthe offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned\nregistrant; and

\n\n

(iv)

any other communication that is an offer in the offering made\nby the undersigned registrant to the purchaser.

\n\n

(6)

That, for purposes of determining any liability under the Securities\nAct, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable,\neach filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by\nreference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein,\nand the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

\n\n

(7)

That for purposes of determining any liability under the Securities\nAct,

\n\n

(i)

the information omitted from the form of prospectus filed as\npart of the registration statement in reliance upon Rule 430A and contained in the form of prospectus filed by the registrant pursuant\nto Rule 424(b)(l) or (4) or 497(h) under the Securities Act shall be deemed to be a part of the registration statement as of the time\nit was declared effective; and

\n\n

(ii)

each post-effective amendment that contains a form of prospectus\nshall be deemed to be a new registration statement relating to the securities offered therein, and the offing of such securities at that\ntime shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising\nunder the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing\nprovisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy\nas expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities\n(other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant\nin the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection\nwith the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling\nprecedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as\nexpressed in the Securities Act and will be governed by the final adjudication of such issue.

II-4

\nSIGNATURES

Pursuant to the requirements of the Securities\nAct, Applied Energetics, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on\nForm S-8 and has duly caused this Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized,\nin the City of Tucson, State of Arizona on October 2, 2026.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	APPLIED ENERGETICS, INC.

	By:	/s/ Christopher Donaghey
		Christopher Donaghey
		Chief Executive Officer and President

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE\nPRESENTS, that each person whose signature appears below constitutes and appoints Christopher Donaghey and Mary O’Hara and each\nof them, his or her true and lawful attorneys-in-fact and agents with full power of substitution, for him or her and in his or her name,\nplace and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration\nstatement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective\nupon filing pursuant to Rule 462(b) promulgated under the Securities Act, and all post-effective amendments thereto, and to file the\nsame, with all exhibits thereto and all documents in connection therewith, with the Securities and Exchange Commission, granting unto\nsaid attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite\nand necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby\nratifying and confirming all that said attorneys-in-fact and agents or any of them, his, hers or their substitute or substitutes, may\nlawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements\nof the Securities Act, this Registration Statement has been signed below by the following persons in the indicated capacities.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Name/Signature	Title	Date

/s/ Christopher Donaghey	Chief Executive Officer and	October 2, 2026
Christopher Donaghey	President and Director
	(Principal Executive Officer)

/s/ Warren Spector	Chief Financial Officer	October 2, 2026
Warren Spector	(Principal Financial and Accounting Officer)

/s/\n Bradford T. Adamczyk	Director, Executive Chairman	October 2, 2026
Bradford T. Adamczyk

/s/\n Gregory J. Quarles	Director, CEO Emeritus	October 2, 2026
Gregory J. Quarles

/s/ Michael J. Alber	Director	October 2, 2026
Michael J. Alber

/s/ Scott Andrews	Director	October 2, 2026
Scott Andrews

/s/ John E. Schultz Jr.	Director	October 2, 2026
John E. Schultz Jr.

/s/ Mary P. O’Hara	Director, General Counsel, Chief	October 2, 2026
Mary P. O’Hara	Legal Officer and Secretary

II-5

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