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): February 27, 2009
Applied
DNA Sciences, Inc
(Exact
Name of Registrant as Specified in Charter)
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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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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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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
February 27, 2009, we issued and sold a $200,000 principal amount secured
promissory note bearing interest at a rate of 10% per annum to James A. Hayward,
our Chairman, President and Chief Executive Officer.
The
promissory note and accrued but unpaid interest thereon shall automatically
convert into shares of our common stock on February 27, 2010 at a conversion
price of $0.046892438 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, and is convertible into shares of our common stock at the
option of the noteholder 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 note on three days written notice (during
which period the holder can elect to convert the note). The note
bears interest at the rate of 10% per annum and is due and payable in full
on February 27, 2010. Until the principal and accrued but unpaid
interest under the promissory note are paid in full, or converted into shares of
our common stock, the promissory note will be secured by a security interest in
all of our assets.
We issued
the securities to James A. Hayward in a private placement exempt from
registration pursuant to Section 4(2) of the Securities Act of 1933, as
amended.
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:
March 4, 2009