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 21, 2008
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):
o
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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
2.03 Creation of a Direct Financial Obligation.
Item
3.02 Unregistered Sales of Equity Securities.
On
October 21, 2008, we issued and sold a $500,000 principal amount secured
promissory note bearing interest at a rate of 10% per annum and a warrant to
purchase 1,000,000 shares of our common stock to James A. Hayward, our Chairman,
President, Chief Executive Officer and a director.
The promissory note 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 of the promissory note at any time from
October 21,
2008, through
October 20,
2009, and shall
automatically convert on October 21, 2009 at a conversion price of $0.026171520 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. At any
time prior to conversion, we have the right to prepay the promissory
note and accrued but unpaid interest thereon upon 3 days prior written notice (during which period the holder can
elect to convert the note). Until the principal and interest under
the promissory note is
paid in full, or converted
into our common stock, the promissory note will
be secured by a security interest in all of our assets.
The
warrant is exercisable for a four-year period commencing on October 21,
2009, and expiring on October 20, 2013, at a price of $0.50 per
share. The warrant may be redeemed at our option at a redemption price of $0.01 upon the
earlier of (i) October 20, 2011, 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.
Item
9.01 Financial Statements and Exhibits
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(d)
Exhibits. |
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Exhibit
10.1
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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
10.2
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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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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:
October 27, 2008