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 30,
2007
Applied
DNA Sciences, Inc
(Exact
Name of Registrant as Specified in Charter)
Nevada
(State
or Other Jurisdiction
of
Incorporation)
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002-90539
(Commission
File Number)
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59-2262718
(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
1.01 Entry into a Material Definitive Agreement.
Item
2.03 Creation of a Direct Financial Obligation
Item
3.02 Unregistered Sales of Equity Securities
Closing
on Second Tranche of Private Placement. On October 30, 2007, we
completed the second tranche of a private placement of up to 20 units at
a price
of $100,000 per unit for sale to “accredited investors,” as defined in
regulations promulgated under the Securities Act of 1933, as
amended. In this second tranche, we sold five and a half units for
aggregate gross proceeds of $550,000. Each such unit consists of (i)
a $100,000 Principal Amount 10% Secured Convertible Promissory Note and (ii)
a
warrant to purchase 200,000 shares of our common stock, $0.001 par value,
exercisable for cash or on a cashless basis for a period of four years
commencing on October 30, 2008, at a price of $0.50 per share.
The
promissory notes and accrued but unpaid interest thereon shall automatically
convert on October 30, 2008 at a conversion price of $0.104750019 per share,
which is equal to a 30% discount to the average volume, weighted average
price
of our common stock for the ten trading days prior to issuance, and are
convertible into shares of our common stock at the option of the holder at
any
time prior to such automatic conversion at a price equal to the greater of
(i)
50% of the average price of our common stock for the ten trading days prior
to
the date of the notice of conversion and (ii) the automatic conversion
price. In addition, any time prior to conversion, we have the
irrevocable right to repay the unpaid principal and accrued but unpaid interest
under the notes on three days notice. The promissory notes bear
interest at the rate of 10% per annum and are due and payable in full on
October
30, 2008.
Until
the
principal and accrued but unpaid interest under the promissory notes is paid
in
full, or converted into our common stock, the promissory notes will be secured
by a security interest in all of our assets. This security interest
will be pari passu with the security interest granted to the holders of
an aggregate principal amount of $1,650,000 of secured convertible promissory
notes bearing interest at 10% per annum issued between April 2007 through
October 4, 2007.
The
Warrants are exercisable for a four year period commencing on October 30,
2008,
and expiring on October 29, 2012, at a price of $0.50 per share. Each
warrant may be redeemed at our option at a redemption price of $0.01 upon
the
earlier of (i) October 30, 2010, and (ii) the date our common stock has traded
on The Over the Counter Bulletin Board at or above $1.00 per share for 20
consecutive trading days.
Issuance
and Sale of Promissory Notes and Warrants. In addition to the
second tranche
of a private placement on the terms described above, on October 30,
2007,
we issued and sold two $50,000 10% Secured Convertible Promissory Notes and
two
warrants to purchase 100,000 shares of our common stock. The notes
and accrued but unpaid interest thereon are convertible into shares of our
common stock at a price of $0.50 per share by the holder at any time from
October 30, 2007 to October 29, 2008, and shall automatically convert at
a
conversion price of $0.119714308 per share, which is equal to a 20% discount
to
the average volume, weighted average price of our common stock for the ten
trading days prior to issuance. At any time prior to conversion, we
have the right to prepay the notes and accrued but unpaid interest thereon
upon
three days notice (during which period the holders can elect to convert the
notes). Until the principal and interest under the notes are paid in
full, or converted into our common stock, the notes will be secured by a
security interest in all of our assets. This security interest will
be pari passu with the security interest granted to the holders of
$550,000 10% Principal Amount Secured Promissory Notes issued as of the same
date on the terms described above and with the security interest granted
to the
holders of an aggregate principal amount of $1,650,000 of secured convertible
promissory notes bearing interest at 10% per annum issued between April 2007
through October 4, 2007.
The
warrants are exercisable for a four year period commencing on October 30,
2008,
and expiring on October 29, 2012, at a price of $0.50 per share. Each
warrant may be redeemed at our option at a redemption price of $0.01 upon
the
earlier of (i) October 29, 2010, and (ii) the date our common stock has traded
on The Over the Counter Bulletin Board at or above $1.00 per share for 20
consecutive trading days.
We
claim
an exemption from the registration requirements of the Securities Act of
1933,
as amended (the “Securities Act”), for the private placement of the units
pursuant to Section 4(2) of the Securities Act because each of the units
was
made
in a sale by the issuer not involving a public offering.
Arjent
Limited, a registered broker dealer firm, (the “Placement Agent”), is our
exclusive placement agent. In connection with the sale of the sale of
securities described above, we paid the Placement Agent commissions and
discounts aggregating $162,500.
Item
9.01 Financial Statements and Exhibits
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(d)
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Exhibits.
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Exhibit
10.1
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Form
of Subscription Agreement by and among Applied DNA Sciences, Inc.
and the
investors named on the signature pages thereto, previously filed
as
Exhibit 10.1 to our Current Report on Form 8-K on October 11, 2007
and
incorporated herein by reference.
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Exhibit
10.2
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Form
of 10% Secured Convertible Promissory Note of Applied DNA Sciences,
Inc.,
previously filed as Exhibit 10.2 to our Current Report on Form
8-K on
October 11, 2007 and incorporated herein by reference.
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Exhibit
10.3
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Form
of Warrant Agreement of Applied DNA Sciences, Inc., previously
filed as
Exhibit 10.3 to our Current Report on Form 8-K on October 11, 2007
and
incorporated herein by reference.
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Exhibit
10.4
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Form
of 10% Secured Convertible Promissory Note of Applied DNA Sciences,
Inc.,
previously filed as Exhibit 10.1 to our Current Report on Form
8-K on
August 3, 2007 and incorporated herein by reference.
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Exhibit
10.5
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Form
of Warrant Agreement of Applied DNA Sciences, Inc., previously
filed as
Exhibit 10.2 to our Current Report on Form 8-K on August 3, 2007
and
incorporated herein by reference.
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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:
November 5, 2007