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 21, 2019
Applied DNA Sciences, Inc.
(Exact name of registrant as specified in
its 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)
Registrant’s telephone number, including
area code:
631-240-8800
N/A
(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:
|
¨
|
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
|
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 8.01. Other Events.
On November 21, 2019, Applied DNA Sciences,
Inc., a Delaware corporation (the “Company”), received written notice (the “Letter”)
from the Listing Qualifications department (the “Staff”) of The Nasdaq Capital Market (“Nasdaq”)
notifying the Company that it has regained compliance with the minimum bid price and stockholder’s equity rules, and has
met the requirements of the Nasdaq Listing Panel’s decision dated October 1, 2019. The Letter also stated that the Company
is in compliance with the other applicable requirements as set forth in the decision and required for listing on The Nasdaq Stock
Market, and that accordingly, the Nasdaq Listing Panel has determined to continue the listing of the Company’s securities
on the Nasdaq Stock Market and is closing the matter.
The foregoing description
is qualified in its entirety by reference to the full text of the Letter, which is filed as an exhibit to this Current Report on
Form 8-K as Exhibit 99.1 and incorporated herein by reference in its entirety.
On November 25, 2019,
the Company issued a press release announcing the receipt of the Letter, which is furnished as an exhibit to this Current Report
on Form 8-K as Exhibit 99.2, and 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 of that section, nor shall it
be deemed to be incorporated by reference in any registration statement or other document filed under the Securities Act of 1933,
as amended, or the Exchange Act, except as otherwise stated in such filing.
Item 9.01. Financial Statements and
Exhibits.
(d) Exhibits
* Filed herewith
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.
|
Date:
November 26, 2019
|
APPLIED DNA SCIENCES, INC.
|
|
|
|
|
|
By:
|
/s/ James A. Hayward
|
|
|
Name:
|
James A. Hayward
|
|
|
Title:
|
Chief Executive Officer
|
[Signature Page for Form 8-K]
EXHIBIT INDEX
* Filed herewith
Exhibit 99.1
Sent via electronic delivery
November 21, 2019
Katherine Petty
Donohoe Advisory Associates LLC
9901 Belward Campus Drive, Suite 175
Rockville, MD 20850
|
|
RE:
|
Applied DNA Sciences, Inc. (Symbol: APDN)
|
Nasdaq Listing Qualifications Hearings
Docket No. NQ 6356C-19
Dear Ms. Petty:
This is to confirm that Applied DNA Sciences, Inc. (the Company)
has regained compliance with the minimum bid price and stockholder’s equity rules, and met the requirements of the Panel’s
decision dated October 1, 2019. The Company is also in compliance with other applicable requirements as set forth in the decision
and required for listing on The Nasdaq Stock Market. See attached compliance worksheet prepared by the Nasdaq Listing Qualifications
staff.
Accordingly, the Panel has determined to continue the listing
of the Company’s securities on The Nasdaq Stock Market and is closing this matter.
Should you have any questions, please do not hesitate to contact
me at (240) 417-2528.
Sincerely,
|
|
|
Amy Horton
|
|
Hearings Advisor
Nasdaq Office of General Counsel
Exhibit 99.2
Applied DNA Sciences
Regains Compliance with Nasdaq Listing Standards
STONY
BROOK, N.Y., November 25, 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 that it has received notification from Nasdaq that the Company has regained
compliance with Nasdaq’s minimum bid price and stockholders’ equity rules and met the requirements of the Nasdaq Hearing
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. Accordingly, the Company’s common stock will continue to be listed on The Nasdaq
Capital Market and Nasdaq considers the matter closed.
Specifically,
the Company regained compliance with the minimum bid price requirement of $1.00 per share for continued listing on the Nasdaq
Capital Market, as set forth in Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Requirement”) and the minimum $2.5
million stockholders’ equity, or $35 million market value of listed securities, or $500,000 of net income from continuing
operations requirements for The Nasdaq Capital Market set forth in Listing Rules 5550(b).
Dr.
James A. Hayward, president and CEO of Applied DNA, stated, “We are grateful to our investors for their patience and support
while the management team and board of directors worked to regain compliance. With this matter now resolved, we remain focused
on driving growth to create value for shareholders.”
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.
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, 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