t15442_8k.htm
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 4,
2007
Applied
DNA Sciences, Inc
(Exact
Name of Registrant as Specified in Charter)
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Nevada
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002-90539
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59-2262718
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(State
or Other Jurisdiction
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(Commission
File Number)
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(IRS
Employer
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of
Incorporation)
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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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¨
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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 First Tranche of Private Placement. On October 4, 2007, we
completed the first 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 first tranche, we sold 5 units for aggregate gross
proceeds of $500,000. 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
4,
2008, at a price of $0.50 per share.
The
promissory notes and accrued but unpaid interest thereon shall automatically
convert on October 4, 2008 at a conversion price of $0.069328632 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
4, 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 $1,100,000 of secured convertible promissory
notes bearing interest at 10% per annum issued between April 2007 and October
2007.
The
Warrants are exercisable for a four year period commencing on October 4,
2008,
and expiring on October 3, 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 4, 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 Note and Warrant. In addition to the first
tranche of a private placement on the terms described above, on October 4,
2007,
we issued and sold a $50,000 10% Secured Convertible Promissory Note and
a
warrant to purchase 100,000 shares of our common stock. The note and
accrued but unpaid interest thereon is convertible into shares of our common
stock at a price of $0.50 per share by the holder at any time from October
4,
2007 to October 3, 2008, and shall automatically convert at a conversion
price
of $0.079232722 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 note and accrued but unpaid interest thereon upon three days
notice (during which period the holder can elect to convert the
note). Until the principal and interest under the note are paid in
full, or converted into our common stock, the note 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
$500,000 10% Principal Amount Secured Promissory Notes issued on October
4, 2007
described above and with the security interest granted to the holders of
an
aggregate principal amount of $1,100,000 of secured convertible promissory
notes
bearing interest at 10% per annum issued between April 2007 and October
2007.
The
warrant is exercisable for a four year period commencing on October 4,
2008, and
expiring on October 3, 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 3, 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.
Arjent
Limited, a registered broker dealer firm, (the “Placement Agent”) acted as our
placement agent in connection with the offering. We paid the
Placement Agent commissions and discounts aggregating
$200,000.
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.
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Exhibit
10.2
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Form
of 10% Secured Convertible Promissory Note of Applied DNA Sciences,
Inc.
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Exhibit
10.3
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Form
of Warrant Agreement of Applied DNA Sciences, Inc.
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Exhibit
10.4
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Form
of Warrant Agreement of Applied DNA Sciences, Inc., previously filed
as an
Exhibit 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 an
Exhibit 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:
October 11, 2007