Applied Nanotech Holdings Sets Earlier Meeting Date for Proxy Vote

Applied Nanotech Holdings, Inc. and NanoHolding Inc., the parent company of Nanofilm, Ltd. (Nanofilm), jointly announced that Applied Nanotech will start mailing today the definitive proxy materials in preparation for an Aug. 22, 2014 shareholder meeting.

At the meeting Applied Nanotech shareholders will be asked to approve a combination of the two companies to create PEN Inc. It is anticipated that the new publicly traded company will have expanded capability to develop, commercialize and deliver innovative nanotechnology-based products to consumer, commercial and industrial markets.

The APNT Board of Directors unanimously recommends that shareholders vote “FOR” the combination. Dr. Robert Ronstadt, APNT’s chairman, noted, “The APNT Board considers the combination a growth strategy. The combination of Applied Nanotech’s intellectual property portfolio with strong management, manufacturing, marketing, and sales is, in my opinion, our best option to commercialize and monetize APNT technology.”

“I’m enthusiastic about PEN’s potential to unlock the commercial value of the combined APNT and Nanofilm technology portfolio,” said Dr. Scott Rickert, CEO of Nanofilm, will become the chairman and CEO of PEN upon closing of the combination. “Integrating its nanotechnology and a disciplined business strategy, Nanofilm is already successfully marketing technology-based products around the world. I believe the combination with the technology of Applied Nanotech will be a springboard to new opportunities.”

Based on 2013 pro forma historical financial statements of Applied Nanotech and Nanofilm, assuming the combination had occurred at the beginning of 2013, PEN would have had 2013 revenues exceeding $13 million. Projected 2014 revenues of PEN are anticipated to be greater than 2013 pro forma revenues, generating positive operating income, not including transaction expenses.

Upon completion of the combination, current Applied Nanotech stockholders and holders of certain debt convertible into Applied Nanotech’s common stock are expected to own approximately 38% of PEN’s outstanding common stock, and owners of Nanofilm are expected to receive approximately 62% of PEN’s outstanding common stock.

Three additional proposals are on the ballot:
• Proposal 2 seeks an increase in the authorized number of shares of Applied Nanotech in case the combination does not occur.
• Proposal 3, required under SEC rules, asks, on a non-binding, advisory basis, whether shareholders approve the compensation arrangements which will become effective if the combination is approved and closes for Dr. Zvi Yaniv, who is currently COO of Applied Nanotech. After the closing, Dr. Yaniv will report to Rickert and will be part of the team identifying new and existing technologies that can best be commercialized by PEN.
• Proposal 4 allows the shareholder meeting to be adjourned until a later date if there are not sufficient votes to approve the combination.

Whether or not shareholders plan to attend the special meeting, the APNT Board urges them to vote their shares FOR all four proposals by Internet, telephone or mail, as identified in the proxy materials.