Washington, D.C. 20549



Amendment No. 1



Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): May 16, 2019


Applied DNA Sciences, Inc.

(Exact name of registrant as specified in charter)



(State or other jurisdiction

of incorporation)



File Number)


(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
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. ¨






Explanatory Note


This Amendment No. 1 on Form 8-K/A amends the Current Report on Form 8-K of Applied DNA Sciences, Inc. (the “Company”) filed with the U.S. Securities and Exchange Commission on May 20, 2019 (the “Original Form 8-K”). The Original Form 8-K reported the final voting results of the Company’s 2019 Annual Meeting of Stockholders held on May 16, 2019 (the “2019 Annual Meeting”). The purpose of this amendment is to disclose the Company’s decision regarding how frequently it will conduct future stockholder advisory votes to approve the compensation of the Company’s named executive officers (“Say-On-Pay”). No other changes have been made to the Original Form 8-K.


Item 5.07. Submission of Matters to a Vote of Security Holders.


As previously reported in the Original Form 8-K, in a non-binding, advisory vote on the frequency of future Say-On-Pay votes held at the 2019 Annual Meeting, 1,922,276 votes were cast for one year, 172,094 votes were cast for two years, 11,545,087 votes were cast for three years, 344,686 votes abstained and there were 16,891,723 broker non-votes. The Company has considered the outcome of this advisory vote and has determined it will hold future Say-On-Pay votes on a triennial basis until the occurrence of the next advisory vote on the frequency of Say-On-Pay. The next advisory vote on the frequency of Say-On-Pay is required to occur not later than the Company’s 2022 Annual Meeting of Stockholders.








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.  
    /s/ James A. Hayward  
    James A. Hayward
Chief Executive Officer


Date: October 3, 2019