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): June 22, 2009
Applied
DNA Sciences, Inc
(Exact
Name of Registrant as Specified in Charter)
Delaware
(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
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Entry
into a Material Definitive Agreement
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Item
2.03
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Creation
of a Direct Financial Obligation
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Item
3.02
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Unregistered
Sales of Equity Securities
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Closing on Private
Placement. On June 22, 2009, we issued and sold an aggregate
of $250,000 principal amount secured promissory notes bearing interest at a rate
of 10% per annum to “accredited investors,” as defined in regulations
promulgated under the Securities Act of 1933, as amended (the “Securities
Act”). The promissory notes and accrued but unpaid interest thereon
shall automatically convert into shares of our common stock on June 22, 2010 at
a conversion price of $0.110279774 per share (“Automatic Conversion Price”),
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, and are
convertible into shares of our common stock at the option of the noteholders 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 promissory notes on three days written notice (during which period the
holders can elect to convert the promissory notes). The promissory
notes bear interest at the rate of 10% per annum and are due and payable in full
on June 22, 2010. Until the principal and accrued but unpaid interest
under the promissory notes are paid in full, or converted into shares of our
common stock, the promissory notes will be secured by a security interest in all
of our assets.
We claim
an exemption from the registration requirements of the Securities Act, for the
private placement of the promissory notes pursuant to Regulation D of the
Securities Act because each of the promissory notes was made in a sale by the
issuer not involving a public offering.
Arjent
Services LLC, a registered broker dealer firm, (the “Placement Agent”), acted as
our placement agent. In connection with the sale of the sale of
promissory notes described above, we paid the Placement Agent commissions and
discounts aggregating $37,500.
Item
9.01
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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 an
exhibit to our Current Report on Form 8-K on April 20,
2009.
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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 an exhibit to our Current Report on Form 8-K on April
20, 2009.
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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:
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/s/ James A. Hayward
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James
A. Hayward
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Chief
Executive Officer
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Date:
June 26, 2009