SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): October 31, 2019
Applied DNA Sciences, Inc.
(Exact Name of Registrant as Specified in Charter)
(State or Other Jurisdiction
(Commission File Number)
50 Health Sciences Drive
Stony Brook, New York 11790
(Address of Principal Executive Offices) (Zip Code)
(Registrant’s telephone number, including area code)
(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):
|¨||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))|
Securities registered pursuant to Section 12(b) of the Act:
|Title of each class||
|Name of each exchange on which registered|
|Common Stock, $0.001 par value||APDN||The NASDAQ Capital Market|
|Warrants to purchase Common Stock||APDNW||The NASDAQ Capital Market|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
|Item 5.03.||Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.|
At a Special Meeting of Stockholders (the “Special Meeting”) held on October 31, 2019, the stockholders of Applied DNA Sciences, Inc. (the “Company”) authorized the board of directors of the Company (the “Board”), in its discretion, to amend the Company’s Certificate of Incorporation, as amended (the “Certificate of Incorporation”), to effect a reverse split of the Company’s outstanding common stock, par value $0.001 (the “Common Stock”), at a ratio between one-for-fifteen (1:15) and one-for-fifty (1:50), with such final ratio to be determined by the Board. The Board determined to set the reverse stock split ratio at one-for-forty (1:40) (the “Reverse Stock Split”) and approved the final form of the Certificate of Amendment to the Certificate of Incorporation to effectuate the Reverse Stock Split (the “Certificate of Amendment”). The Certificate of Amendment was filed with the Secretary of State of the State of Delaware on October 31, 2019, and the Reverse Stock Split will become effective in accordance with the terms of the Certificate of Amendment at 12:01 a.m. Eastern Time on Friday, November 1, 2019 (the “Effective Time”).
At the Effective Time, every 40 shares of Common Stock issued and outstanding will be automatically combined into one share of issued and outstanding Common Stock, without any change in the par value per share.
Fractional shares will not be issued as a result of the Reverse Stock Split. Instead, any fractional shares of the Company’s Common Stock that would have otherwise resulted from the Reverse Stock Split will be rounded up to the nearest whole share.
American Stock Transfer and Trust Company, LLC is acting as exchange agent for the Reverse Stock Split, and will send instructions to stockholders of record who hold stock certificates regarding how to exchange existing stock certificates for new book-entry statements reflecting the post-reverse split shares of Common Stock. Stockholders who hold their shares in brokerage accounts or “street name” are not required to take any action and will see the impact of the Reverse Stock Split automatically reflected in their accounts.
The Common Stock is expected to begin trading on The Nasdaq Capital Market (“Nasdaq”) on a Reverse Stock Split-adjusted basis on Friday, November 1, 2019. There will be no change in the Company’s Nasdaq ticker symbol, “APDN”. In connection with the Reverse Stock Split, the CUSIP number for the Common Stock has been changed to 03815U300.
The Reverse Stock Split results in a proportionate adjustment to the per share exercise price and the number of shares of Common Stock issuable upon the exercise of outstanding stock options and warrants, as well as the number of shares of Common Stock eligible for issuance under the Company’s 2005 Incentive Stock Plan.
The information set forth herein does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment that effectuated the Reverse Stock Split, which is filed as Exhibit 3.1 hereto and incorporated herein by reference.
|Item 5.07.||Submission of Matters to a Vote of Security Holders.|
On October 31, 2019, the Company held the Special Meeting. The following proposals were voted on and approved by the Company’s stockholders at the Special Meeting with the stockholders’ final voting results as set forth below:
Proposal 1 – Approval of the Amendment to the Company’s Certificate of Incorporation to Effect a Reverse Stock Split of Common Stock at a Ratio in the Range From One-For-Fifteen to One-For-Fifty, with such Specific Ratio to be Determined by the Company’s Board of Directors Following the Special Meeting (the “Reverse Stock Split Proposal”).
The final voting results of the vote taken at the Special Meeting with respect to Proposal 1 were as follows:
Proposal 2 – Approval, if Necessary, of the Adjournment of the Special Meeting to Solicit Additional Proxies in Favor of the Reverse Stock Split Proposal.
The final voting results of the vote taken at the Special Meeting with respect to Proposal 2 were as follows:
|Item 7.01.||Regulation FD Disclosure.|
On October 31, 2019, the Company issued a press release announcing the Reverse Stock Split. A copy of the press release is attached as Exhibit 99.1 hereto.
The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
|Item 9.01.||Financial Statements and Exhibits.|
The following exhibits are being filed or furnished herewith:
|3.1||Fourth Certificate of Amendment to the Certificate of Incorporation|
|99.1||Press release of Applied DNA Sciences, Inc. dated October 31, 2019|
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.|
|By:||/s/ James A. Hayward|
Chief Executive Officer
|Date: October 31, 2019|
FOURTH CERTIFICATE OF AMENDMENT
CERTIFICATE OF INCORPORATION
APPLIED DNA SCIENCES, INC.
Applied DNA Sciences, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY THAT:
FIRST: Article IV of the Certificate of Incorporation, as amended (the “Certificate of Incorporation”), of the Corporation is hereby amended by adding the following paragraph at the end thereof:
“Upon the filing and effectiveness (the “Reverse Split Effective Time”) pursuant to the DGCL of this Certificate of Amendment to the Certificate of Incorporation of the Corporation, each forty (40) shares of the Corporation’s Common Stock, par value $0.001 per share, issued and outstanding immediately prior to the Reverse Split Effective Time, shall automatically be reclassified, combined, and converted into one (1) validly issued, fully paid, and non-assessable share of Common Stock, par value $0.001 per share, of the Corporation, without any action by any holder thereof; provided that no fractional share interests shall be issued as a result of the foregoing reclassification, combination, and conversion. Any stockholder of record of Common Stock immediately prior to the Reverse Split Effective Time that would otherwise be entitled to fractional share interests pursuant to the provisions of this Article, shall be entitled, upon the Reverse Split Effective Time, to receive one whole share of Common Stock in lieu of such fractional share interests.
From and after the Reverse Split Effective Time, certificates that, immediately prior to the Reverse Split Effective Time, represent shares of Common Stock that are held by any stockholder shall thereafter represent the number of shares of Common Stock into which such shares shall have been reclassified, combined, and converted at the Reverse Split Effective Time pursuant to this Certificate of Amendment.”
SECOND: This Certificate of Amendment shall become effective on Friday, November 1, 2019, at 12:01 a.m.
THIRD: That pursuant to resolution of the Board of Directors, the proposed amendment was submitted to the stockholders of the Corporation for consideration at the special meeting of stockholders held on October 31, 2019 and was duly adopted by the stockholders of the Corporation in accordance with the applicable provisions of Section 242 of the General Corporation Law of Delaware.
[Signature Page Follows]
IN WITNESS WHEREOF, the Corporation has caused this Fourth Certificate of Amendment of Certificate of Incorporation to be signed by its Chairman, President and Chief Executive Officer on Thursday, October 31, 2019.
|APPLIED DNA SCIENCES, INC.|
|By:||/s/ James A. Hayward|
|Name:||James A. Hayward|
|Title:||Chairman, President and Chief Executive Officer|
Applied DNA Sciences Announces 1-for-40 Reverse Stock Split
- Common Stock to Begin Trading on a Split-Adjusted Basis at Market Open on Friday, November 1, 2019 -
STONY BROOK, N.Y., October 31, 2019 – Applied DNA Sciences, Inc. (NASDAQ: APDN) (“Applied DNA” or the “Company”), a leader in polymerase chain reaction (PCR)-based DNA manufacturing for product authenticity and traceability solutions, announced today that it will effect a 1-for-40 reverse split of its outstanding common stock effective at 12:01 AM Eastern Time on Friday, November 1, 2019. The Company’s common stock will begin trading on a split-adjusted basis when The Nasdaq Capital Market opens on Friday, November 1, 2019 under the existing symbol “APDN.” Applied DNA’s common stock will trade under a new CUSIP number, #03815U300.
This announcement of the reverse stock split follows the Company’s special meeting of stockholders on October 31, 2019, at which the stockholders approved an amendment to the Company’s certificate of incorporation to implement a reverse split of its common stock, at a ratio in the range of 1-for-15 to 1-for-50 shares, and authorized the Company’s board of directors to determine the specific ratio.
The reverse stock split is intended to increase the per share trading price of Applied DNA’s common stock to satisfy the $1.00 minimum bid price requirement for continued listing on The Nasdaq Capital Market, as set forth in Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Requirement”), and the terms of the Nasdaq Hearings Panel (the “Panel”) decision dated October 1, 2019, which requires that the Company evidence compliance with all applicable criteria for continued listing on or before December 31, 2019.
The Company can provide no assurance that the market price of its common stock will sufficiently increase following the reverse stock split to satisfy the Bid Price Requirement. Even if the reverse stock split results in a closing bid price in excess of $1.00 per share, there can be no assurance that the market price of the Company’s common stock following the reverse stock split will remain above the minimum level required to evidence full compliance with that requirement; that is, a closing bid price of at least $1.00 per share for a minimum of ten, but generally not more than 20, consecutive business days. The Company must also evidence compliance with the applicable $2.5 million stockholders’ equity requirement for continued listing on Nasdaq by no later than December 31, 2019, and as such may remain at risk for delisting notwithstanding the reverse stock split and/or timely satisfaction of the Bid Price Requirement.
The reverse stock split will impact all holders of Applied DNA’s common stock uniformly and will not impact any stockholder’s percentage ownership interest in the Company; however, no fractional shares will be issued in connection with the reverse stock split, and any fractional shares resulting from the reverse stock split will be rounded up to the nearest whole share. Furthermore, the reverse stock split will not affect any stockholder’s proportionate voting power, subject to the treatment of fractional shares.
At the effective time of the reverse stock split, every 40 shares of APDN common stock will convert into one newly issued share of APDN common stock, without any change in the par value of $0.001 per share. The reverse stock split will reduce the number of shares of Applied DNA’s outstanding common stock from 48,015,938 shares to approximately 1,200,399 shares. Proportional adjustments will be made to Applied DNA’s outstanding stock options and outstanding warrants (both publicly-traded and privately held).
“The reverse split has had very solid support from stockholders, and from the board of directors. We believe the change in capital structure can strongly benefit our stockholders,” stated Dr. James A. Hayward, Chairman, President and CEO of Applied DNA.
After the effective time of the reverse stock split, stockholders of shares of common stock held in book-entry form or through a bank, broker or other nominee do not need to take any action in connection with the reverse split and will see the impact of the reverse split automatically reflected in their accounts. Beneficial holders are encouraged to contact their bank, broker or nominee for more information. Stockholders of record with shares held in certificate form will receive instructions from Applied DNA’s exchange agent, American Stock Transfer & Trust Company, LLC, regarding how to exchange existing stock certificates for new book-entry statements reflecting the post-reverse split shares of common stock.
Additional information about the reverse stock split can be found in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on October 8, 2019, a copy of which is available at http://www.sec.gov or at the Company’s website at https://adnas.com/molecular-based-security/investors/sec-filings/.
About Applied DNA Sciences
Applied DNA is a provider of molecular technologies that enable supply chain security, anti-counterfeiting and anti-theft technology, product genotyping and isolation of circulating tumor cells and the development of pre-clinical nucleic acid-based therapeutic drug candidates.
Applied DNA makes life real and safe by providing innovative, molecular-based technology solutions and services that can help protect products, brands, entire supply chains, and intellectual property of companies, governments and consumers from theft, counterfeiting, fraud and diversion.
Visit adnas.com for more information. Follow us on Twitter and LinkedIn. Join our mailing list.
Common stock listed on NASDAQ under the symbol APDN, and warrants are listed under the symbol APDNW.
The statements made by Applied DNA in this presentation may be “forward-looking” in nature within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995. Forward-looking statements describe Applied DNA’s future plans, projections, strategies and expectations, and are based on assumptions and involve a number of risks and uncertainties, many of which are beyond the control of Applied DNA. Actual results could differ materially from those projected due to substantial doubt relating to Applied DNA’s ability to continue as a going concern, uncertainties relating to its ability to maintain its NASDAQ listing after December 31, 2019 in light of delisting notices received and its recent hearing, the possibility of failure to make timely payment on its outstanding secured convertible notes and resulting enforcement by noteholders of remedies on collateral which includes substantially all of Applied DNA’s assets, its history of net losses, limited financial resources, limited market acceptance, its ability to penetrate key markets, the uncertainties inherent in research, development, and regulatory approval for Applied DNA’s or its partners’ product candidates, shifting enforcement priorities of U.S. federal laws relating to cannabis, its ability to satisfy the Bid Price Requirement following the reverse stock split discussed herein, and various other factors detailed from time to time in Applied DNA’s SEC reports and filings, including our Annual Report on Form 10-K filed on December 18, 2018, as amended, our subsequent quarterly reports on Form 10-Q filed on February 7, 2019, May 9, 2019 and August 13, 2019, and other reports we file with the SEC, which are available at www.sec.gov. Applied DNA undertakes no obligation to update publicly any forward-looking statements to reflect new information, events or circumstances after the date hereof or to reflect the occurrence of unanticipated events, unless otherwise required by law.
investor contact: Sanjay M. Hurry, LHA Investor
Relations, 212-838-3777, firstname.lastname@example.org