Common Stock to Begin Trading on a
Split-Adjusted Basis at Market Open on Friday, November 1, 2019
Applied DNA Sciences, Inc. (NASDAQ: APDN) (“Applied DNA” or the
“Company”), a leader in polymerase chain reaction (PCR)-based DNA
manufacturing for product authenticity and traceability solutions,
announced today that it will effect a 1-for-40 reverse split of its
outstanding common stock effective at 12:01 AM Eastern Time on
Friday, November 1, 2019. The Company’s common stock will begin
trading on a split-adjusted basis when The Nasdaq Capital Market
opens on Friday, November 1, 2019 under the existing symbol “APDN.”
Applied DNA’s common stock will trade under a new CUSIP number,
#03815U300.
This announcement of the reverse stock split follows the
Company’s special meeting of stockholders on October 31, 2019, at
which the stockholders approved an amendment to the Company’s
certificate of incorporation to implement a reverse split of its
common stock, at a ratio in the range of 1-for-15 to 1-for-50
shares, and authorized the Company’s board of directors to
determine the specific ratio.
The reverse stock split is intended to increase the per share
trading price of Applied DNA’s common stock to satisfy the $1.00
minimum bid price requirement for continued listing on The Nasdaq
Capital Market, as set forth in Nasdaq Listing Rule 5550(a)(2) (the
“Bid Price Requirement”), and the terms of the Nasdaq Hearings
Panel (the “Panel”) decision dated October 1, 2019, which requires
that the Company evidence compliance with all applicable criteria
for continued listing on or before December 31, 2019.
The Company can provide no assurance that the market price of
its common stock will sufficiently increase following the reverse
stock split to satisfy the Bid Price Requirement. Even if the
reverse stock split results in a closing bid price in excess of
$1.00 per share, there can be no assurance that the market price of
the Company’s common stock following the reverse stock split will
remain above the minimum level required to evidence full compliance
with that requirement; that is, a closing bid price of at least
$1.00 per share for a minimum of ten, but generally not more than
20, consecutive business days. The Company must also evidence
compliance with the applicable $2.5 million stockholders’ equity
requirement for continued listing on Nasdaq by no later than
December 31, 2019, and as such may remain at risk for delisting
notwithstanding the reverse stock split and/or timely satisfaction
of the Bid Price Requirement.
The reverse stock split will impact all holders of Applied DNA’s
common stock uniformly and will not impact any stockholder’s
percentage ownership interest in the Company; however, no
fractional shares will be issued in connection with the reverse
stock split, and any fractional shares resulting from the reverse
stock split will be rounded up to the nearest whole share.
Furthermore, the reverse stock split will not affect any
stockholder’s proportionate voting power, subject to the treatment
of fractional shares.
At the effective time of the reverse stock split, every 40
shares of APDN common stock will convert into one newly issued
share of APDN common stock, without any change in the par value of
$0.001 per share. The reverse stock split will reduce the number of
shares of Applied DNA’s outstanding common stock from 48,015,938
shares to approximately 1,200,399 shares. Proportional adjustments
will be made to Applied DNA’s outstanding stock options and
outstanding warrants (both publicly-traded and privately held).
“The reverse split has had very solid support from stockholders,
and from the board of directors. We believe the change in capital
structure can strongly benefit our stockholders,” stated Dr. James
A. Hayward, Chairman, President and CEO of Applied DNA.
After the effective time of the reverse stock split,
stockholders of shares of common stock held in book-entry form or
through a bank, broker or other nominee do not need to take any
action in connection with the reverse split and will see the impact
of the reverse split automatically reflected in their accounts.
Beneficial holders are encouraged to contact their bank, broker or
nominee for more information. Stockholders of record with shares
held in certificate form will receive instructions from Applied
DNA’s exchange agent, American Stock Transfer & Trust Company,
LLC, regarding how to exchange existing stock certificates for new
book-entry statements reflecting the post-reverse split shares of
common stock.
Additional information about the reverse stock split can be
found in the Company’s definitive proxy statement filed with the
Securities and Exchange Commission on October 8, 2019, a copy of
which is available at http://www.sec.gov or at the Company’s
website at
https://adnas.com/molecular-based-security/investors/sec-filings/.
About Applied DNA Sciences
Applied DNA is a provider of molecular technologies that enable
supply chain security, anti-counterfeiting and anti-theft
technology, product genotyping and isolation of circulating tumor
cells and the development of pre-clinical nucleic acid-based
therapeutic drug candidates.
Applied DNA makes life real and safe by providing innovative,
molecular-based technology solutions and services that can help
protect products, brands, entire supply chains, and intellectual
property of companies, governments and consumers from theft,
counterfeiting, fraud and diversion.
Visit adnas.com for more information. Follow us on Twitter and
LinkedIn. Join our mailing list.
Common stock listed on NASDAQ under the symbol APDN, and
warrants are listed under the symbol APDNW.
Forward-Looking Statements
The statements made by Applied DNA in this presentation may be
“forward-looking” in nature within the meaning of Section 27A of
the Securities Act of 1933, Section 21E of the Securities Exchange
Act of 1934 and the Private Securities Litigation Reform Act of
1995. Forward-looking statements describe Applied DNA’s future
plans, projections, strategies and expectations, and are based on
assumptions and involve a number of risks and uncertainties, many
of which are beyond the control of Applied DNA. Actual results
could differ materially from those projected due to substantial
doubt relating to Applied DNA’s ability to continue as a going
concern, uncertainties relating to its ability to maintain its
NASDAQ listing after December 31, 2019 in light of delisting
notices received and its recent hearing, the possibility of failure
to make timely payment on its outstanding secured convertible notes
and resulting enforcement by noteholders of remedies on collateral
which includes substantially all of Applied DNA’s assets, its
history of net losses, limited financial resources, limited market
acceptance, its ability to penetrate key markets, the uncertainties
inherent in research, development, and regulatory approval for
Applied DNA’s or its partners’ product candidates, shifting
enforcement priorities of U.S. federal laws relating to cannabis,
its ability to satisfy the Bid Price Requirement following the
reverse stock split discussed herein, and various other factors
detailed from time to time in Applied DNA’s SEC reports and
filings, including our Annual Report on Form 10-K filed on December
18, 2018, as amended, our subsequent quarterly reports on Form 10-Q
filed on February 7, 2019, May 9, 2019 and August 13, 2019, and
other reports we file with the SEC, which are available at
www.sec.gov. Applied DNA undertakes no obligation to update
publicly any forward-looking statements to reflect new information,
events or circumstances after the date hereof or to reflect the
occurrence of unanticipated events, unless otherwise required by
law.
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version on businesswire.com: https://www.businesswire.com/news/home/20191031005766/en/
investors: Sanjay M. Hurry, LHA Investor
Relations, 212-838-3777, shurry@lhai.com web:
www.adnas.com twitter: @APDN
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