Current Report Filing (8-k)
October 31 2019 - 4:07PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
WASHINGTON, D.C.
20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION
13 OR 15(d) OF THE
SECURITIES EXCHANGE
ACT OF 1934
Date of report (Date
of earliest event reported): October 31, 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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¨
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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. ¨
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Item 5.03.
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Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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At a Special Meeting
of Stockholders (the “Special Meeting”) held on October 31, 2019, the stockholders of Applied DNA Sciences,
Inc. (the “Company”) authorized the board of directors of the Company (the “Board”),
in its discretion, to amend the Company’s Certificate of Incorporation, as amended (the “Certificate of Incorporation”),
to effect a reverse split of the Company’s outstanding common stock, par value $0.001 (the “Common Stock”),
at a ratio between one-for-fifteen (1:15) and one-for-fifty (1:50), with such final ratio to be determined by the Board. The Board
determined to set the reverse stock split ratio at one-for-forty (1:40) (the “Reverse Stock Split”)
and approved the final form of the Certificate of Amendment to the Certificate of Incorporation to effectuate the Reverse Stock
Split (the “Certificate of Amendment”). The Certificate of Amendment was filed with the Secretary of
State of the State of Delaware on October 31, 2019, and the Reverse Stock Split will become effective in accordance with the terms
of the Certificate of Amendment at 12:01 a.m. Eastern Time on Friday, November 1, 2019 (the “Effective Time”).
At the Effective Time,
every 40 shares of Common Stock issued and outstanding will be automatically combined into one share of issued and outstanding
Common Stock, without any change in the par value per share.
Fractional shares
will not be issued as a result of the Reverse Stock Split. Instead, any fractional shares of the Company’s Common Stock
that would have otherwise resulted from the Reverse Stock Split will be rounded up to the nearest whole share.
American Stock Transfer
and Trust Company, LLC is acting as exchange agent for the Reverse Stock Split, and will send instructions to stockholders of
record who hold stock certificates regarding how to exchange existing stock certificates for new book-entry statements reflecting
the post-reverse split shares of Common Stock. Stockholders who hold their shares in brokerage accounts or “street name”
are not required to take any action and will see the impact of the Reverse Stock Split automatically reflected in their accounts.
The Common Stock is
expected to begin trading on The Nasdaq Capital Market (“Nasdaq”) on a Reverse Stock Split-adjusted
basis on Friday, November 1, 2019. There will be no change in the Company’s Nasdaq ticker symbol, “APDN”. In
connection with the Reverse Stock Split, the CUSIP number for the Common Stock has been changed to 03815U300.
The Reverse Stock
Split results in a proportionate adjustment to the per share exercise price and the number of shares of Common Stock issuable
upon the exercise of outstanding stock options and warrants, as well as the number of shares of Common Stock eligible for issuance
under the Company’s 2005 Incentive Stock Plan.
The information set
forth herein does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate
of Amendment that effectuated the Reverse Stock Split, which is filed as Exhibit 3.1 hereto and incorporated herein by reference.
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Item 5.07.
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Submission
of Matters to a Vote of Security Holders.
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On October 31, 2019,
the Company held the Special Meeting. The following proposals were voted on and approved by the Company’s stockholders at
the Special Meeting with the stockholders’ final voting results as set forth below:
Proposal 1 – Approval
of the Amendment to the Company’s Certificate of Incorporation to Effect a Reverse Stock Split of Common Stock at a Ratio
in the Range From One-For-Fifteen to One-For-Fifty, with such Specific Ratio to be Determined by the Company’s Board of
Directors Following the Special Meeting (the “Reverse Stock Split Proposal”).
The final voting results of the vote taken
at the Special Meeting with respect to Proposal 1 were as follows:
For
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Against
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Abstain
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Broker
Non-Vote
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35,210,570
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3,415,588
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136,405
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0
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Proposal 2 – Approval,
if Necessary, of the Adjournment of the Special Meeting to Solicit Additional Proxies in Favor of the Reverse Stock Split Proposal.
The final voting results of the vote taken
at the Special Meeting with respect to Proposal 2 were as follows:
For
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Against
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Abstain
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Broker
Non-Vote
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36,455,668
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1,920,462
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386,433
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0
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Item 7.01.
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Regulation
FD Disclosure.
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On October 31, 2019,
the Company issued a press release announcing the Reverse Stock Split. A copy of the press release is attached as Exhibit 99.1
hereto.
The information furnished
pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities
under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities
Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
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Item 9.01.
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Financial
Statements and Exhibits.
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The following exhibits
are being filed or furnished herewith:
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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By:
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/s/
James A. Hayward
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James
A. Hayward
Chief Executive Officer
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Date: October 31, 2019
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