Amended Current Report Filing (8-k/a)
October 03 2019 - 4:03PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Amendment No. 1
CURRENT REPORT
Pursuant to Section
13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): May 16, 2019
Applied DNA Sciences, Inc.
(Exact name of registrant as specified
in charter)
Delaware
(State or other jurisdiction
of incorporation)
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001-36745
(Commission
File Number)
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59-2262718
(IRS Employer
Identification No.)
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50 Health Sciences Drive Stony Brook, New
York 11790
(Address of principal executive offices)
(Zip Code)
631-240- 8800
(Registrant’s telephone number, including
area code)
Not Applicable
(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):
¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b)
of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common
Stock, $0.001 par value
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APDN
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The
NASDAQ Capital Market
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Warrants
to purchase Common Stock
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APDNW
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The
NASDAQ Capital Market
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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. ¨
Explanatory Note
This Amendment No. 1 on Form 8-K/A amends the Current Report
on Form 8-K of Applied DNA Sciences, Inc. (the “Company”) filed with the U.S. Securities and Exchange Commission on
May 20, 2019 (the “Original Form 8-K”). The Original Form 8-K reported the final voting results of the Company’s
2019 Annual Meeting of Stockholders held on May 16, 2019 (the “2019 Annual Meeting”). The purpose of this amendment
is to disclose the Company’s decision regarding how frequently it will conduct future stockholder advisory votes to approve
the compensation of the Company’s named executive officers (“Say-On-Pay”). No other changes have been made to
the Original Form 8-K.
Item 5.07. Submission of Matters to a Vote of Security Holders.
As previously reported in the Original Form 8-K, in a non-binding,
advisory vote on the frequency of future Say-On-Pay votes held at the 2019 Annual Meeting, 1,922,276 votes were cast for one year,
172,094 votes were cast for two years, 11,545,087 votes were cast for three years, 344,686 votes abstained and there were 16,891,723
broker non-votes. The Company has considered the outcome of this advisory vote and has determined it will hold future Say-On-Pay
votes on a triennial basis until the occurrence of the next advisory vote on the frequency of Say-On-Pay. The next advisory vote
on the frequency of Say-On-Pay is required to occur not later than the Company’s 2022 Annual Meeting of Stockholders.
SIGNATURE
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 hereunto duly authorized.
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Applied
DNA Sciences, Inc.
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(Registrant)
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/s/
James A. Hayward
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James
A. Hayward
Chief Executive Officer
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Date: October 3, 2019
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