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): November 7, 2019

 

Applied DNA Sciences, Inc.

(Exact Name of Registrant as Specified in Charter)

 

Delaware

(State or Other Jurisdiction

of Incorporation)

001-36745

(Commission File Number)

59-2262718

(IRS Employer

Identification No.)

 

50 Health Sciences Drive

Stony Brook, New York 11790

(Address of Principal Executive Offices) (Zip Code)

 

631-240-8800

(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):

 

  ¨ 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   Trading
Symbol(s) 		  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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

Applied DNA Sciences, Inc. (the “Company”) has commenced a comprehensive review of the Company’s corporate governance, business, operations and capital allocation in consultation with certain holders of its common stock and secured notes. As a first step, on November 7, 2019, Charles S. Ryan resigned from his position as a director of the Board of Directors (the “Board”) of the Company and Scott L. Anchin was appointed as a director on the same date, both effective immediately. The resignation of Mr. Ryan did not involve any disagreement with the Company.

 

Mr. Anchin will be serving on the Board as a non-employee director. As has been the policy with other non-employee directors, Mr. Anchin will be granted annually a ten year stock option, that will fully vest after one year, to purchase a number of shares of common stock having a fair value of $75,000 as determined using the Black Scholes valuation method or as otherwise determined by the compensation committee of the Board. In connection with Mr. Anchin’s appointment to the Board, he will also enter into the Company’s standard form of indemnification agreement.

 

The Company also expects to enter into a consulting agreement (the “Agreement”) with a term of up to one year with Mr. Anchin. The Agreement is expected to provide that Mr. Anchin will receive cash and/or stock options as compensation in exchange for providing certain advisory and consulting services to the Company with respect to the Company’s business strategy as well as the Company’s capital allocation, operating budget, and cash management. The final compensation terms have yet to be determined and the Board intends to evaluate the independence of Mr. Anchin once the terms of the Agreement are finalized.

 

There is no understanding or arrangement between Mr. Anchin and any other person or persons with respect to his appointment as a director and there are no family relationships between Mr. Anchin and any other director or executive officer. Except as described above, there are no related party transactions between Mr. Anchin and the Company that would require disclosure under Item 404(a) of Regulation S-K.

 

In addition to the appointment of Mr. Anchin as a director of the Board, the Board also intends over the next four months to replace two more of its existing directors while maintaining an eight person Board.

 

Item 7.01. Regulation FD Disclosure.

 

On November 8, 2019, the Company issued a press release announcing Mr. Ryan’s resignation and Mr. Anchin’s appointment. The press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

 

The information related to the press release 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.

 

(d) Exhibits

 

Exhibit No. Description
99.1 Press Release of Applied DNA Sciences, Inc. dated November 8, 2019.

 

 

 

 

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.

 

  Applied DNA Sciences, Inc.  
  (Registrant)  
       
       
  By: /s/ James A. Hayward  
    James A. Hayward
Chief Executive Officer 		 
Date: November 8, 2019      

 

 

 

Exhibit 99.1

 

 

 

Applied DNA Sciences Announces Appointment of Scott L. Anchin to Board of Directors

 

Appointment follows resignation of Director Dr. Charles Ryan

 

STONY BROOK, N.Y., November 8, 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, traceability solutions and nucleic acid-based biotherapeutic research, today announced the appointment of Scott L. Anchin to its Board of Directors following the resignation of Director Dr. Charles Ryan. The Company expects Mr. Anchin will also be engaged as a strategic advisor to the Company.

 

Mr. Anchin is a restructuring professional with more than twenty years of leadership experience spanning a variety of industries. Mr. Anchin is currently a partner at Cormont Strategic Services, LLC and formally worked for Alvarez & Marsal North America, LLC, a global professional services firm specializing in turnaround and interim management and performance improvement. Mr. Anchin started his career in public accounting with Anchin, Block & Anchin LLP, where he audited financial statements for manufacturing, real estate, retail and consumer products companies. Mr. Anchin has advised on many notable restructuring engagements including Lehman Brothers Holdings Inc., Fieldwood Energy, Vanguard Natural Resources, Chaparral Energy, Cengage Learning and O.W. Bunker, among others.

 

Mr. Anchin has a Bachelor of Science in Accounting from the Wharton School of Business at the University of Pennsylvania and an MBA with a concentration in Management from Columbia Business School. He is also a non-active Certified Public Accountant (CPA).

 

“Dr. Ryan has been a trusted colleague and advisor for many years, and we thank him for his thoughtful service on our Board,” said Dr. James A. Hayward, President, Chairman and Chief Executive Officer of Applied DNA. “It has been an honor and a privilege to be associated with Dr. Ryan and we wish him all the best in his next endeavor.”

 

“When one door closes, another opens, and we are thrilled to have Mr. Anchin join our Board and look forward to him starting work as a strategic advisor. Mr. Anchin has a demonstrated track record of driving performance improvements and increasing shareholder value,” said Dr. Hayward. “We are pleased to welcome Mr. Anchin at this important next stage of Applied DNA’s evolution.”

 

“Having spent many years advising emerging companies, I am extremely pleased to join Applied DNA, which I believe has the potential to transform the track-and-trace and nucleic acid-based biotherapeutics markets,” said Scott Anchin. “I look forward to working with the Applied DNA team to build a world-class company.”

 

 

 

 

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 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.

 

Forward-Looking Statements

 

The statements made by Applied DNA in this press release may be “forward-looking” in nature within the meaning of 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 the substantial doubt relating to Applied DNA’s ability to continue as a going concern, our ability to successfully enter into commercial contracts for the implementation of our CertainT® platform, 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, the Company’s history of net losses, limited financial resources, limited market acceptance, the uncertainties inherent in research and development, future clinical data and analysis, including whether any of Applied DNA’s product candidates will advance further in the preclinical research or clinical trial process, including receiving clearance from the U.S. Food and Drug Administration or equivalent foreign regulatory agencies to conduct clinical trials and whether and when, if at all, they will receive final approval from the U.S. FDA or equivalent foreign regulatory agencies, uncertainties relating to its ability to maintain its NASDAQ listing in light of delisting notices received and its recent hearing, 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, and 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 to reflect the occurrence of unanticipated events, unless otherwise required by law.

 

investor contact: Sanjay M. Hurry, LHA Investor Relations, 212-838-3777, shurry@lhai.com
web: www.adnas.com

twitter: @APDN