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): September 7,
2007
Applied
DNA Sciences, Inc
(Exact
Name of Registrant as Specified in Charter)
Nevada
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002-90539
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59-2262718
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(State
or Other Jurisdiction of
Incorporation)
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(Commission
File Number)
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(IRS
Employer Identification
No.)
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25
Health Sciences Drive, Suite 113
Stony
Brook, New York 11790
(Address
of Principal Executive Offices) (Zip Code)
631-444-
8090
(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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Item
1.02 Termination of a Material Definitive Agreement
Conversion
of Secured Convertible Promissory Notes
As
we
previously disclosed, on March 8, 2006, we issued and sold $1,500,000 in
aggregate principal amount of 10% Secured Convertible Promissory Notes with
warrants to purchase an aggregate of 3,000,000 shares of our common stock
at a
price of $0.50 per share. On September 7, 2007, the outstanding principal
amount
of these notes and accrued but unpaid interest thereon converted automatically
pursuant to the terms of the notes into 19,782,112 shares of our common stock
at
a conversion price of $0.0872 per share, which is equal to 80% of the average
of
the closing bid prices of our common stock on the 10 trading days prior to
the
conversion date. Upon such conversion, all of our obligations under these
notes
were discharged, including the termination of the noteholders’ security interest
in our assets.
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:
/s/
James A.
Hayward
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James
A. Hayward
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Chief
Executive Officer
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Date:
September 12, 2007