UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 15, 2005
Applied DNA Sciences, Inc.
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(Exact name of registrant as specified in its charter)
Nevada 002-90539 59-2262718
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
9229 Sunset Boulevard, Suite 83, Los Angeles, CA 90069
(Address of principal executive offices and Zip Code)
Registrant's telephone number, including area code (310) 860-1362
Copies to:
Andrea Cataneo, Esq.
Sichenzia Ross Friedman Ference LLP
1065 Avenue of the Americas
New York, New York 10018
Phone: (212) 930-9700
Fax: (212) 930-9725
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):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
Item 1.02 Termination of a Material Definitive Agreement.
Item 2.01 Completion of Acquisition of Assets.
Item 2.03 Creation of a Direct Financial Obligation.
The information set forth under Item 1.01, 1.02, 2.01 and 2.03 filed by
Applied DNA Sciences, Inc. (the "Company") on July 21, 2005 (the "Form 8-K"), is
incorporated herein by reference.
Item 4.02 Non-Reliance on Previously Issued Financial Statements
On July 11, 2005, the Company determined there were errors in accounting
for the valuation of equity consulting service transactions during the January
through March 2005 time period. The valuation resulted in the overstatement of
approximately $2.9 million in services provided. The errors were discovered in
connection with a comment raised by the Securities and Exchange Commission
("SEC") in their review and comment on our registration statement on Form SB-2.
The SEC requested that we provided additional disclosure regarding issuances of
common stock to non-employees in exchange for services. Upon reviewing and
updating our disclosure, we discovered our errors. Upon this determination,
management and the board of directors were alerted to the facts and
circumstances regarding the errors in valuation. Authorized officers of the
Company discussed this matter with the Company's independent public accounting
firm who agreed that the Company's quarterly financials could not be relied upon
and needed to be restated. On August 3, 2005, the Company filed an amended
10-QSB for the quarter ended March 31, 2005 with the SEC which included the
amended financials.
Item 5.02 Departure of Directors or Principal Officers
The information set forth under Item 5.02 of the Form 8-K is incorporated
herein by reference.
Item 9.01 Financial Statements and Exhibits.
(a) Financial statements of business acquired.
Not applicable.
(b) Pro forma financial information.
Pro forma financial information to be provided by amendment.
(c) Exhibits.
Exhibit Number Description
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4.1 Warrant, dated as of June 20, 2005, issued to Trilogy Capital
Partners, Inc. *
10.1 Stock Purchase Amendment Agreement, dated as of July 12, 2005, by
and between Applied DNA Sciences, Inc. and Biowell Technology,
Inc. *
10.2 License Agreement, dated as of July 12, 2005, by and between
Applied DNA Sciences, Inc. and Biowell Technology, Inc. *
10.3 Consulting Agreement, dated as of July 12, 2005, by and between
Applied DNA Sciences, Inc. and Timpix International Limited *
10.4 Letter of Engagement, dated as of June 20, 2005, by and between
Applied DNA Sciences, Inc. and Trilogy Capital Partners, Inc. *
99.1 Letter of Resignation from Rob Hutchison *
* Previously filed on the Form 8-K
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SIGNATURES
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.
Applied DNA Sciences, Inc.
Date: August 4, 2005 /s/ PETER BROCKLESBY
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Peter Brocklesby
President
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