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): June 3, 2014

Applied DNA Sciences, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware
(State or other jurisdiction
of incorporation) 		002-90539
(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))

 

 
 

Item 1.01    Entry into a Material Definitive Agreement.

Item 3.02    Unregistered Sales of Equity Securities.

On June 3, 2014, Applied DNA Sciences, Inc. (the “Company”) closed a private placement of its common stock, par value $.001 per share (“Common Stock”), and warrants to purchase Common Stock (“Warrants”) with a group of investors (collectively, the “Investors”), including members of the Company’s senior management team and the Board of Directors, pursuant to subscription agreements for gross proceeds of $2,145,956. The Company issued and sold 18,735,429 shares of Common Stock at a purchase price of $0.11454 per share (“Purchase Price”) and Warrants to purchase 18,735,429 shares of Common Stock. The Purchase Price of the Common Stock represents a 5% discount to the volume weighted average closing price of the Common Stock from May 13, 2014 to May 16, 2014, which ranged from $0.1155 to $0.1245 per share during the period. The Warrants are exercisable at a price of $0.13744 per share (representing a 20% premium to the Purchase Price) for a period of one (1) year and do not have cashless exercise provisions. The Common Stock purchased as well as the Common Stock to be issued upon exercise of the Warrants will be subject to the six month holding period provisions of Rule 144.

The issuance of the Common Stock and the Warrants was exempt from the registration requirements of the Securities Act of 1933 pursuant to Section 4(a)(2) of such Securities Act and Regulation D promulgated thereunder based upon the representations of each of the Investors that he or it was an “accredited investor” (as defined under Rule 501 of Regulation D) and that he or it was purchasing such securities without a present view toward a distribution of the securities. In addition, there was no general advertisement conducted in connection with the sale of the securities.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

  Item 9.01.    Financial Statements and Exhibits.

(d) Exhibits

10.1 Form of Subscription Agreement
10.2 Form of Warrant

 

 
 

  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: June 6, 2014 APPLIED DNA SCIENCES, INC.

 

  By:   /s/ James A. Hayward
  Name:    James A. Hayward
  Title:    Chief Executive Officer

   

 
 

EXHIBIT INDEX

Exhibit No.

Description

10.1 Form of Subscription Agreement
10.2 Form of Warrant

 

Exhibit 10.1
 
SUBSCRIPTION AGREEMENT
 
Applied DNA Sciences, Inc.
50 Health Sciences Drive
Stony Brook, New York  11790
Gentlemen and Ladies:
 
The undersigned (the “ Subscriber ”) hereby subscribes for ______________ shares (the “ Shares ”) of common stock, par value $0.001 per share (“ Common Stock ”), of Applied DNA Sciences, Inc., a Delaware corporation (the “ Company ”), at a cash Purchase Price per share of $0.11454, which represents a 5% discount to the volume-weighted average closing price  at the end of each trading day (the “Purchase Price”) of the Common Stock on the OTCQB for the period from May 13, 2014 through May 16, 2014) and warrants to purchase _________________ shares of an equal number of Common Stock (the “Warrants”) for a one year term at an exercise price of 120% of the Purchase Price in the form attached hereto, for an aggregate purchase price of $_____________.
 
1.            Subscription .  Subject to the terms and conditions hereof, the Subscriber agrees to pay $________ by check or wire transfer of immediately available funds as consideration for the Subscriber’s Shares and Warrants.  The Subscriber acknowledges and agrees that this subscription is irrevocable by the Subscriber but is subject to acceptance by the Company.
 
2.            Subscription Compliance .  The Subscriber agrees that this subscription is subject to the following terms and conditions:
 
The Company shall have the right, in its sole discretion, to:  (i) accept or reject this subscription; (ii) determine whether this Subscription Agreement has been properly completed by the Subscriber and (iii) determine whether the Subscriber has met all of the Company’s requirements for investment in the Shares and Warrants.  If the Company deems this subscription to be defective, deficient or otherwise non-compliant with the terms of this offering, the Subscriber’s funds will be returned promptly to the Subscriber without interest or deduction.
 
3.            Receipt of Information .
 
 
a.
The Subscriber and Subscriber’s purchaser representative, if any, have reviewed  a copy of the Company’s most recent Annual Report on Form 10-K and Form 10-K/A, Quarterly Reports on Form 10-Q and Form 10-Q/A and current reports on Form 8-K.  The Subscriber, either alone or together with Subscriber’s purchaser representative, if any, have such knowledge and experience in financial and business matters as to be able to evaluate the merits and risks of an investment in the Company.  Since May 12, 2014, the date of filing of the Company’s most recent Quarterly Report on Form 10-Q, there has been no material adverse change in the business, properties, or results of operations of the Company.
 
 
b.
The Subscriber and Subscriber’s representative, if any, have had the opportunity to ask questions of and receive answers from the Company concerning the terms and conditions of the offering of the Shares by the Company and to obtain any additional information Subscriber has requested which is necessary to verify the accuracy of the information furnished to the Subscriber concerning the Company and such offering.
 
 
 

 

 
4.            Representations of Subscriber .  In connection with the purchase of the Shares and Warrants, the Subscriber hereby represents and warrants to the Company as follows:
 
 
a.
The Subscriber is an “accredited investor” as defined in Rule 501 of Regulation D promulgated under the Act.
 
 
b.
The Shares and Warrants are being purchased for the Subscriber’s own account without the participation of any other person, with the intent of holding the Shares and Warrants for investment and without the intent of participating, directly or indirectly, in a distribution of the Shares and not with a view to, or for a resale in connection with, any distribution of the Shares and Warrants or any portion thereof, nor is the undersigned aware of the existence of any distribution of the Company’s securities.  Furthermore, the undersigned has no present intention of dividing such Shares and Warrants with others or reselling or otherwise disposing of any portion of such Shares and Warrants, either currently or after the passage of a fixed or predeterminable period of time, or upon the occurrence or nonoccurrence of any predetermined event or circumstance.
 
 
c.
The Subscriber has no need for liquidity with respect to his purchase of the Shares and Warrants and is able to bear the economic risk of an investment in the Shares and Warrants for an indefinite period of time and is further able to afford a complete loss of such investment.
 
 
d.
The Subscriber represents that his financial commitment to all investments (including his investment in the Company) is reasonable relative to his net worth and liquid net worth.
 
 
e.
The Subscriber recognizes that the Shares and Warrants will be sold to the Subscriber without registration under any United States federal or other law relating to the registration of securities for sale.
 
 
f.
The Subscriber is aware that any resale of the Shares and Warrants and shares of Common Stock purchased pursuant to the exercise of the Warrants (“Warrant Shares”) cannot be made except in accordance with the registration requirements of the United States Securities Act of 1933, as amended (the “ Securities Act ”) or an exemption therefrom.
 
 
g.
The Subscriber represents and warrants that all offers and sales of the Shares and Warrants shall be made pursuant to an exemption from registration under the Act or pursuant to registration under the Act, and the Subscriber will not engage in any hedging or short selling transactions with regard to the Shares and Warrants.
 
2
 

 

 
 
h.
The Subscriber is not acquiring the Shares and Warrants based upon any representation, oral or written, by any person with respect to the future value of, or income from, the Shares and Warrants but rather upon an independent examination and judgment as to the prospects of the Company.
 
 
i.
The Subscriber understands that the Company has had a limited operating history, and as a result, its operations have produced limited recurring revenues from its services and products; it has incurred expenses and has sustained losses.  Consequently, its operations are subject to all the risks inherent in the establishment of a biotechnology company.  The Subscriber appreciates and understands the risks involved with investing in a Company with a limited operating history and has read and understands the risk factors and other information set forth in the Company’s Annual Report on Form 10-K, filed on December 20, 2013, and Form 10-K/A filed on May 1, 2014,  and the Quarterly Reports on Form 10-Q and Form 10-Q/A for the quarterly periods ended December 31, 2013 filed on February 10, 2013 and May 2, 2014, respectively, and for the quarterly period ended March 31, 2013 filed in  May 2014.  These reports and any future filings made with the SEC under Section 15(d) of the Securities Exchange Act of 1934, as amended (“ Exchange Act ”), can be obtained by visiting the Securities and Exchange Commission’s website at http://www.sec.gov .  The Subscriber agrees that it is not relying on any other written information which may have been provided by the Company.
 
 
j.
The Subscriber represents, warrants and agrees that it will not sell or otherwise transfer the Shares and Warrants without registration under the Securities Act or an exemption therefrom, and fully understands and agrees that the Subscriber must bear the economic risk of its purchase because, among other reasons, the Shares and Warrants have not been registered under the Securities Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and under the applicable securities laws of such states, or an exemption from such registration is available.  In particular, the Subscriber is aware that the Shares are, and the Warrant Shares will be, “restricted securities,” as such term is defined in Rule 144 promulgated under the Securities Act (“ Rule 144 ”), and they may not be sold pursuant to Rule 144 unless all of the conditions of Rule 144 are met.
 
 
k.
The Company, by and through itself and/or legal counsel, has made no representations or warranties as to the suitability of the Subscriber’s investment in the Company, the length of time the undersigned will be required to own the Shares and Warrants, or the profit to be realized, if any, as a result of investment in the Company.  Neither the Company nor its counsel has made an independent investigation on behalf of the Subscriber, nor has the Company, by and through itself and counsel, acted in any advisory capacity to the Subscriber.
 
3
 

 

 
 
l.
The Company, by and through itself and/or legal counsel, has made no representations or warranties that the past performance or experience on the part of the Company, or any partner or affiliate, their partners, salesmen, associates, agents, or employees or of any other person, will in any way indicate the predicted results of the ownership of the Shares and Warrants.
 
 
m.
The Company has made available for inspection by the undersigned, and his purchaser representative, if any, the books and records of the Company.  Upon reasonable notice, such books and records will continue to be made available for inspection by investors upon reasonable notice during normal business hours at the principal place of business of the Company.
 
 
n.
The Shares and Warrants were not offered to the Subscriber by means of publicly disseminated advertisement or sales literature, nor is the Subscriber aware of any offers made to other persons by such means.
 
 
o.
All information which the Subscriber has provided to the Company concerning the Subscriber is correct and complete as of the date set forth at the end of this Subscription Agreement, and if there should be any material adverse change in such information prior to receiving notification that this subscription has been accepted, the undersigned will immediately provide the Company with such information.
 
5.            Agreements of Subscriber .  The Subscriber agrees as follows:
 
 
a.
The sale of the Shares and Warrants by the Company has not been recommended by any United States federal or other securities commission or regulatory authority.  Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of this Subscription Agreement or of any of the Company’s filings with the Securities and Exchange Commission.
 
 
b.
The Shares, Warrants and Warrant Shares will not be offered for sale, sold, or transferred other than pursuant to: (i) an effective registration under the Act or in a transaction otherwise in compliance with the Act; and (ii) evidence satisfactory to the Company of compliance with the applicable securities laws of other jurisdictions.  The Company shall be entitled to rely upon an opinion of counsel satisfactory to it with respect to compliance with the above laws.
 
 
c.
The Company is under no obligation to register the Shares, Warrants or Warrant Shares or to comply with any exemption available for sale of the Shares, Warrants or Warrant Shares without registration, and the information necessary to permit routine sales of securities of the Company under Rule 144 of the Act may not be available when you desire to resell them pursuant to Rule 144 of the Act.  The Company is under no obligation to act in any manner so as to make Rule 144 available with respect to the Shares and Warrant Shares.  The Company is required to file periodic reports with the Securities and Exchange Commission pursuant to Section 15(d) of the Securities Exchange Act of 1934, as amended.
 
4
 

 

 
 
d.
The Company may, if it so desires, refuse to permit the transfer of the Shares, Warrants and Warrant Shares unless the request for transfer is accompanied by an opinion of counsel acceptable to the Company to the effect that neither the sale nor the proposed transfer will result in any violation of the Act or the applicable securities laws of any other jurisdiction.
 
 
e.
A legend indicating that the Shares, Warrants and Warrant Shares have not been registered under such securities laws and referring to the restrictions and transferability of the Shares, Warrants and Warrant Shares may be placed on the certificates or instruments delivered to the Subscriber or any substitutes thereof and any transfer agent of the Company may be instructed to require compliance therewith.
 
6.            Closing .  The Subscriber understands and agrees that the Company intends to issue the Shares and Warrants upon receipt by the Company of this Subscription Agreement, including the Confidential Prospective Purchaser Questionnaire, together with the Subscriber’s funds and certain other documents to be delivered to the Company by Subscriber.  The Subscriber further understands that there may be conditions to closing this subscription which if not met may result in the return of this subscription hereunder.
 
7.            Indemnification of the Company .  The undersigned understands the meaning and legal consequences of the representations and warranties contained herein, and hereby agrees to indemnify and hold harmless, the Company, its respective agents, directors, officers ,  employees and affiliates from and against any and all damages, losses, costs and expenses (including  attorneys’ fees) which they or any of them may incur by reason of the failure of the Subscriber to fulfill any of the terms of this Subscription Agreement, or by reason of any breach of the representations and warranties made by the Subscriber herein, or in any document provided by the Subscriber to the Company.
 
8.            Representative Capacity .  If an investment in the Company is being made by a corporation, partnership, trust or estate, the undersigned individual signing on behalf of the Subscriber, represents that he has all right and authority, in his capacity as an officer, managing member, managing partner, trustee, executor or other representative of such corporation, trust or estate, as the case may be, to make such decision to invest in the Company and to execute and deliver this Subscription Agreement on behalf of such corporation, partnership, trust or estate as the case may be, enforceable in accordance with its terms.
 
5
 

 

 
9.            Subscription Not Revocable .  The undersigned hereby acknowledges and agrees that the undersigned is not entitled to cancel, terminate or revoke this Subscription Agreement or any agreements of the undersigned hereunder and that this Subscription Agreement shall survive the dissolution, death or disability of the undersigned.
 
10.            Restrictions on Transferability .  The undersigned understands and agrees that the Shares, Warrants and Warrant Shares shall not be sold, pledged, hypothecated or otherwise transferred unless the Shares, Warrants and Warrant Shares, respectively, are registered under the Act and applicable state securities laws or an exemption from such registration is available.
 
11.            Governing Law; Jurisdiction; Jury Trial .  This Subscription Agreement is being delivered and is intended to be performed in the State of New York, and shall be construed and enforced in accordance with the laws of such state which shall govern the rights of parties without regard to conflict of laws principles. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in The City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder  or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that he or it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.
 
12.            Numbers and Gender .  In this Agreement, the masculine gender includes the feminine gender and the neuter and the singular includes the plural, where appropriate to the context.
 
THIS SPACE INTENTIONALLY LEFT BLANK
 
6
 

 

 
CONFIDENTIAL PROSPECTIVE PURCHASER QUESTIONNAIRE
 
This questionnaire is to be completed by each accredited investor (“ Accredited Investo r”) as defined in Rule 501 promulgated under the United States Securities Act of 1933, as amended (the “ Securities Act ”) who desires to purchase from Applied DNA Sciences, Inc., a Delaware corporation (the “ Company ”), shares of the Company’s common stock, par value $0.001 per share (“ Shares ”) and warrants to purchase shares of the Company’s common stock (“Warrants”).
 
INSTRUCTIONS
 
This Questionnaire is being given to the person who has expressed an interest in purchasing Shares of the Company.  The purpose of this Questionnaire is to determine whether you meet certain standards, because the Shares to be offered by the Company have not been, and will not be, registered under the Securities Act.
 
If the answer to any questions is “None” or “Not Applicable,” please so state.
 
Your answers will be kept confidential at all times, however, you hereby agree that the Company may present this Questionnaire to such parties as it deems appropriate in order to assure itself that the offer and sale of Shares to you will not result in violations of federal or state securities laws which are being relied upon by the Company in connection with the offer and sale thereof.
 
INSTRUCTIONS :  Please type or clearly print your answer, and state “none” or “not applicable” when appropriate.  Please complete Section A and each other section you are requested to complete in Question A3.  If there is insufficient space for any of your answers, please attach additional pages.  If the Shares are to be owned by more than one individual or by a corporation or partnership, you may need extra copies of this Questionnaire.  You may use photocopies or request extra copies from the Company.
 
 
SECTION A :  SUBSCRIBER INFORMATION
 
A1.
Name(s) of Subscriber(s):  
 
 
 
 
 
A2.
Number of Shares:  __________________
 
 
 
Number of Warrants: _________________
 
 
Subscribed for:  ________ Shares at a cash purchase price of $$0.11454 per share and Warrants to purchase _____________ shares of common stock at an exercise price of $0.13744 per share, for an aggregate purchase price of $________.
 
 
Confidential Prospective Purchaser Questionnaire
Page 1
 
 
 

 

 
A3.
Manner of Ownership of Shares and Warrants (please check below):  
 
____
One Individual                                                          
Please complete Section A, B, C and, if applicable, D, E and F.
     
____
Husband and Wife
Tenants by the Entirety                                                          
Please have one spouse complete Sections A, B, C and if applicable, D, E and F. Please have both spouses complete Section C.
     
____
Tenants in Common                                                          
Please have each individual separately complete Sections A, B, and C and if applicable, D, E and F.
     
____
Joint Tenants with Right of Survivorship Two or More
Individuals                                                          
Please have each individual separately complete Sections A, B, and C and if applicable, D, E and F.  (but not husband and wife)
     
____
Corporate Ownership                                                          
Please complete Sections A, B, D and, if applicable, E and F for the corporation.  Please have each person who owns an equity interest in the  corporation separately  complete Sections B and, if applicable, C, D, E and F.
     
____
Partnership Ownership                                                          
Please complete Sections A, B and D, and have each general partner and limited partner separately complete Sections B, C, D, E and F, if applicable.
     
____
Trust Ownership                                                          
Please complete Sections A, B and F, if applicable, and have each beneficiary and trustee of the trust separately complete Sections B, C, D, E and F, if applicable.
 
 
SECTION B :  ACCREDITED INVESTOR STATUS
 
B1.
Please check one or more of the following definitions of “accredited investor,” if any, which applies to you.  If none of the following applies to you, please leave a blank.
 
____ (a)
A Bank as defined in Section 3(a)(2) of the Securities Act, or any savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Securities Act whether acting in its individual or fiduciary capacity; any broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934 (the “Exchange Act”); an insurance company as defined in Section 2(13) of the Securities Act; an investment company registered under the Investment Company Act of 1940 or a business development company as defined in Section 2(a)(48) of that act; a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958; any plan established and maintained by a state, or its political subdivisions, or any agency or instrumentality of a state or its political subdivisions for the benefit of its employees, if such plan has total assets in excess of $5,000,000; any employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, if the investment decision is made by a plan fiduciary, as defined in Section 3(21) of such act, which is either a bank, savings and loan association, insurance company, or registered investment advisor, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are Accredited Investors.
 
 
Confidential Prospective Purchaser Questionnaire
Page 2
 
 
 

 

 
____ (b)
A Private Business Development Company as defined in Section 202(a) (22) of the Investment Advisers Act of 1940.
 
____ (c)
An organization described in Section 501(c)(3) of the Internal Revenue Code or corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000.
 
____ (d)
A natural person whose individual net worth, or joint net worth with that person’s spouse, at the time of purchase exceeds $1,000,000, excluding the value of the person’s primary residence 1 .
 
____ (e)
A natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person’s spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year.
 
____ (f)
Any trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Securities, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) of Regulation D.
 
____ (g)
Any entity in which all of the equity owners are Accredited Investors.
 
 
 
1
An investor need not deduct from his or her net worth the amount of mortgage debt secured by an excluded primary residence, except to the extent that the amount of the mortgage liability exceeds the fair value of the residence.
 
 
Confidential Prospective Purchaser Questionnaire
Page 3
     
 
 
 

 

 
SECTION C :  INDIVIDUAL INFORMATION
   
C1.
General Information:
   
  Name:   
 
  Age:     Social Security Number (if applicable):    
 
   Marital Status:     Spouse’s Name:   
 
If the Securities are to be owned by two or more individuals (not husband and wife), are you related to any other co-owner(s)?
 
Yes  _____            No  _____
 
If yes, please explain the relationship(s):
 
                   
   
   
 
C2(a).
Principal Residence:
   
  Address:  
    Number Street
         
    City State/Province Country Zip code
         
 
Mailing Address (if other than Principal Residence above):
         
    Number Street
         
    City State/Province Country Zip code
 
         
  Telephone Number: (          )     
         
C2(b).
Have you ever resided in the United States (including its territories and possessions) or held a United States passport?
   
 
Yes  _____                      No  _____
   
 
If yes, please explain where you lived, how long you lived there, or when you held the passport:
 
  Confidential Prospective Purchaser Questionnaire Page 4
 
 
 

 

 
C3.
Current Employment or Business Activity:
                
  Company Name:  
 
  Address:  
    Number Street
         
    City State/Province Country Zip code
 
  Principal Business:   
 
  Position and Title:  
 
 
Description of Duties and Responsibilities:
   
 
Length of Time in Present Position:  _______________
   
  Is the company publicly owned?:          Yes  _____       No  _____
   
C4.
Education:  Please describe your business and/or professional education or training, listing any schools you have attended and degrees you have received.
 
 
Dates
 
Company Name
and Address
 
Principal Business
 
Description of Duties
and Responsibilities
 
 
 
           
 
 
 
           
 
 
 
           
 
 
 
           
 
  Confidential Prospective Purchaser Questionnaire Page 5
 
 
 

 

 
C5.
Prior Employment or Business Activity:  Please describe your prior employment or principal business activities during the last five years, providing all information requested below.
 
                
Dates
 
Company Name
and Address
 
Principal
Business
 
Position &
Title
 
Description of Duties and Responsibilities
 
 
 
               
 
 
 
               
 
 
 
               
 
 
 
               
 
C6.
The undersigned will provide a financial statement if requested by the Company.
 
C7.
Net worth, inclusive of the net worth of your spouse and inclusive of the value of your principal residence, furnishings therein and personal automobiles:
 
(  ) less than $100,000                                                      (  ) $100,000 to $199,999
 
(  ) $200,000 to $499,999                                                  (  ) $500,000 to $1,000,000
 
(  ) over $1,000,000
 
C8.
Net worth:  Your net worth, inclusive of the net worth of your spouse and excluding the value of your principal residence, furnishings therein and personal automobiles:
 
(  ) less than $100,000                                                      (  ) $100,000 to $199,999
 
(  ) $200,000 to $499,999                                                  (  ) $500,000 to $1,000,000
 
(  ) over $1,000,000
 
  Confidential Prospective Purchaser Questionnaire Page 6
 
 
 

 

 
C9.
Indicate (a) your individual income from all sources for the calendar years 2013 and 2012 and estimated income for 2014 or (b) your joint income with your spouse from all sources for the calendar years 2012 and 2013 and estimated income for 2014:
 
(a)           individual income:
 
 
$ 60,000
to
$100,000
 
$100,001
to
$199,999
 
$200,000
to
$499,999
 
$500,000
and
over
 
2012
(   )
(   )
(   )
(   )
         
2013
(   )
(   )
(   )
(   )
         
2014 (est.)
 
(   )
(   )
(   )
(   )
 
(b)           joint income:
 
 
$ 60,000
to
$100,000
 
$100,001
to
$199,999
 
$200,000
to
$499,999
 
$500,000
and
over
 
2012
(   )
(   )
(   )
(   )
         
2013
(   )
(   )
(   )
(   )
         
2014 (est.)
 
(   )
(   )
(   )
(   )
 
C10.
(a)
Was some portion of your income during your last taxable year taxed at the highest rate for income tax purposes?
 
_____  Yes                           _____  No
 
 
(b)
Do you anticipate that some portion of your income during your current taxable year will be taxed at the highest rate for income tax purposes?
 
_____  Yes                           _____  No
 
  Confidential Prospective Purchaser Questionnaire Page 7
 
 
 

 


C11.
Investment experience:
 
 
(a)
The frequency with which you invest in marketable securities is:
 
(   )  often                      (   )  occasionally                                (   )  never
 
 
(b)
The frequency with which you invest in unmarketable securities is:
 
(   )  often                      (   )  occasionally                                (   )  never
 

SECTION D : CORPORATE OFFEREES OR PARTNERSHIP OFFEREES

D1.
General Information

 
Legal Name of Corporation or Partnership: 
 
     
     

 
Fictitious name: 
 
     
     

 
Country of Incorporation: 
 

 
Date of Incorporation: 
 

 
I.D. Number (if applicable):  
 

 
Fiscal Year Ends: 
 

 
Number of Equity Owners: 
 

 
Name and Title of Executive Officer Executing Questionnaire: 
 
   

D2.
Business Address: 
 
     
     
 
Mailing Address (if different):
 
     
     
 
 
Telephone Number:   
(     )
 
 
Confidential Prospective Purchaser Questionnaire
Page  8
                                 
 
 

 

 
Was the corporation or partnership formed for the specific purpose of purchasing securities?
 
_____  Yes                           _____  No
 
Check if applicable to the corporation:
 
Subchapter S _______________                                                                 Professional ________________
 
D3.
The undersigned represents and warrants as follows:
 
 
(a)
The corporation or partnership, as the case may be, has been duly incorporated or formed (if a partnership), is validly existing as a corporation or partnership in good standing under the laws of the jurisdiction of its incorporation or formation with full power and authority to enter into the transactions contemplated by the Subscription Agreement;
 
 
(b)
(i)          The officers or partners of the undersigned who, on behalf of the undersigned, have considered the purchase of the Shares and Warrants and the advisers, if any, of the corporation or the partnership, as the case may be, in connection with such consideration are named below in this Questionnaire, and such officers and advisors or partners, if any, were duly authorized to act for the corporation or the partnership in reviewing such investment;
 
 
 
(ii)          The names and positions of the officers or partners, of the undersigned who, on its behalf, have reviewed the purchase of the Shares and Warrants are as follows:
 
 
 
 
 
 
 
 
 
 
 
(iii)        In evaluating the merits and risks of the purchase of the Shares and Warrants, the corporation or the partnership, as the case may be, intends to rely upon the advice of, or will consult with, the following persons:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(c)
The officers of the corporation (if not Accredited Investors) or the partners of the partnership who, on its behalf, have considered the purchase of the Shares and Warrants and the advisors, if any, of the corporation or the partnership who, in connection with such consideration, together have such knowledge and experience in financial and business matters that such officer(s), partner(s) and such advisor(s), if any, together are capable of evaluating the merits and risks of the purchase of the Shares and Warrants and of making an informed investment decision;
 
 
Confidential Prospective Purchaser Questionnaire
Page 9
 
 
 

 

 
 
(d)
Together with any corporation or group of corporations with which it files a consolidated federal income tax return, the undersigned has reserves and/or net worth adequate to permit it to satisfy any tax or other liabilities arising from its liability with respect to the investment and the operation thereof;
 
 
(e)
The net worth of the corporation or the partnership is in excess of $__________________.
 
 
(f)
The corporation or the partnership has had, during each of the past two fiscal or tax years, gross income from all sources of at least $__________________ and $_____________________ respectively;
 
 
(g)
The undersigned expects the corporation or the partnership to have during the current fiscal or tax year, gross income from all sources of at least $_______________; and
 
 
(h)
The undersigned knows of no pending or threatened litigation the outcome of which could adversely affect the answer to any question hereunder;
 
 
(i)
Indicate the following if a partnership offeree:
 
 
    (1)
The date the partnership was formed and state of  
 
 
formation:
 
 
 
    (2)
The names of each partner in the partnership:
 
 
 
 
 
 
 
 
 
 
Confidential Prospective Purchaser Questionnaire
Page 10
 
 
 

 

Please have each individual partner execute a separate Questionnaire.
 
Section E:                      Trust Offerees
 
E1.
General Information:
 
 
 
Legal Name: 
 
 
 
Country of Formation: 
 
 
 
Date of Formation: 
 
 
 
I.D. Number: 
   
Fiscal Year Ends: 
 
 
 
Number of Beneficiaries: 
 
 
 
Principal Purpose: 
 
 
 
Was the trust formed for the specific purpose of purchasing Securities?
 
 
_____  Yes                           _____  No
 
 
Is any  trustee a United States person, as that term is defined in Rule 902(k) promulgated under the Securities Act?
 
 
_____  Yes                           _____  No
 
E2.
Business Address: 
 
 
 
 
 
 
Telephone Number:
(     )
 
 
Mailing Address: 
 
 
 
 
 
E3.
Authorization:  If the trust was established in connection with a deferred compensation plan, please attach a copy of the trust’s organizational documents and a properly certified copy of the resolutions adopted by the trust’s board of directors authorizing the trust to purchase the Shares and Warrants and authorizing the trustee named below to execute on behalf of the trust all relevant documents necessary to subscribe for and purchase the Shares and Warrants.  In all cases, please attach a properly certified copy of the resolutions adopted by the trustees of the trust authorizing the trust to purchase the Shares and Warrants and authorizing the trustee named below to execute on behalf of the trust all relevant documents necessary to subscribe for and purchase the Shares and Warrants.
 
 
Name of Authorized Trustee: 
 
 
 
Confidential Prospective Purchaser Questionnaire
Page 11
 
 
 

 

 
Section F:                      Qualified Pension Plan (“Plan”) Offerees
 
F1.
Please initial the appropriate space below:
 
________
(initial)
a.
The Plan requires the investment of each beneficiary or participant to be held in a segregated account and the Plan allows each beneficiary or participant to make his own investment decisions and, the decision to purchase the Shares and Warrants has been made by the beneficiary or the participant and such beneficiary or participant is an Accredited Investor (Please have each such beneficiary or participant execute a separate Questionnaire)
     
   
OR
     
________
(initial)
b.
The investment decisions made for the Plan are made by a plan fiduciary, whether a bank, an insurance company, or a registered investment advisor.
     
   
OR
     
________
(initial)
c.
The Plan has total assets exceeding $5,000,000.
 
 
F2.
General Information:
 
 
 
Legal Name: 
 
 
 
Country of Formation: 
 
 
 
Date of Formation: 
 
 
 
I.D. Number: 
   
Fiscal Year Ends: 
 
 
 
Number of Beneficiaries: 
 
 
 
Principal Purpose: 
 
 
F3.
Business Address: 
 
 
 
 
 
 
Telephone Number: 
(     )
 
 
Mailing Address: 
 
 
 
 
 
 
Confidential Prospective Purchaser Questionnaire
Page 12
 
 
 

 

 
F4.
Authorization:  If the investment decision is being made by a beneficiary or participant of a Plan, please attach applicable trust documents which permit each beneficiary or participant to make his own investment decisions.  In all other cases, please attach a properly certified copy of the resolutions adopted by the trustees of the Plan trust authorizing the Plan to purchase the Shares and Warrants and authorizing the fiduciary named below to execute on behalf of the Plan all relevant documents necessary to subscribe for and purchase the Shares and Warrants.
 
 
  Name of Authorized Fiduciary:
 
 
     
 
F5.
Is any beneficiary or participant of a Plan a United States person, as that term is defined in Rule 902(k) promulgated under the Securities Act?
 
_____  Yes                           _____  No
 
 
 
THIS SPACE INTENTIONALLY LEFT BLANK; SIGNATURE PAGE FOLLOWS
 
 
Confidential Prospective Purchaser Questionnaire
Page 13
 
 
 

 

 
APPLIED DNA SCIENCES, INC.
SIGNATURE PAGE TO
QUESTIONNAIRE AND SUBSCRIPTION AGREEMENT
 
Your signature on this Signature Page evidences your agreement to be bound by the Questionnaire and the Subscription Agreement .
 
The undersigned represents that (a) he/she has read and understands this Subscription Agreement, (b) the information contained in this Questionnaire is complete and accurate and (c) he/she will contact the Company immediately if any material change in any of this information occurs before the acceptance of his/her subscription and will promptly sent the Company written confirmation of such change.
 
IN WITNESS WHEREOF, the undersigned has executed this Questionnaire and Subscription Agreement on the date set forth below.
       
Date of Execution:     May__, 2014
     
       
   
FOR INDIVIDUALS :
 
       
       
   
(Print Name)
 
       
Dated: ________, 2014
     
   
(Signature)
 
       
   
FOR CORPORATIONS :
 
       
       
   
Name of Company
 
       
       
   
Executive Officer of Company
 
       
Dated: _________, 2014
     
   
Signature of Officer
 
 
 
 

 

 
       
   
FOR PARTNERSHIPS :
 
       
       
   
Name of Partnership
 
       
       
   
Name of Partner executing
 
   
Questionnaire
 
       
Dated: _________, 2014
     
   
Signature of Partner
 
   
executing Questionnaire
 
       
   
FOR TRUSTS :
 
       
       
   
Name of Trust
 
       
       
   
Name of Authorized Trustee
 
   
Executing Questionnaire
 
       
Dated: _________, 2014
     
   
Signature of Authorized
 
   
Trustee
 
 
 
 

 

 
       
   
FOR QUALIFIED PENSION PLANS :
 
       
       
   
Name of Qualified Pension Plan
 
       
   
and
 
       
       
   
Name of Plan Fiduciary
 
   
executing Questionnaire
 
       
Dated: _________, 2014
     
   
Signature of Plan Fiduciary
 
   
executing Questionnaire
 
       
       
       
   
or
 
       
       
   
Name of Plan Beneficiary
 
   
executing Questionnaire
 
       
   
or
 
       
Dated: _________, 2014
     
   
Signature of Plan Beneficiary
 
   
executing Questionnaire
 
       
APPROVED THIS ____ DAY OF MAY, 2014
     
       
APPLIED DNA SCIENCES, INC.
     
 
By:    
 
Name:
 
 
Title:
 
 
 

 

 

Exhibit 10.2
 
 
NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.
 
WARRANT
 
APPLIED DNA SCIENCES, INC.
   
Warrant No.:__ Issue Date: June 3, 2014
 
Applied DNA Sciences, Inc., a Delaware corporation (the “Company”), hereby certifies that ________________, for value received, (the “Warrant Holder,” which term includes its successors and registered assigns) is entitled, subject to the terms set forth below, to purchase an aggregate of ________ shares of common stock, par value $0.001 per share, of the Company (the “Common Stock”) at an exercise price of $0.13744 per share (the “Exercise Price”). The shares of Common Stock purchasable upon exercise of this Warrant, as adjusted from time to time pursuant to the provisions of this Warrant, are sometimes hereinafter referred to as the “Warrant Shares”.
 
NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, the Company and the Warrant Holder hereby agree as follows:
 
1.     E x erc ise   of   W ar r a n t . This Warrant may be exercised in whole or in part during the one-year period commencing on June 3, 2014 and expiring at 5:00 p.m., New York City time, on June 2, 2015 (the “Exercise Term”), or if such day is a day on which banking institutions in the State of New York are authorized by law to close, then on the next succeeding day which shall not be such a day, by presentation and surrender of this Warrant evidencing the Warrant to be exercised to the Company at its principal office or at the office of its stock transfer agent, if any, with the Exercise Form annexed hereto duly executed, and payment of the Exercise Price. If any Warrant should be exercised in part only, the Company shall, upon surrender of this Warrant for cancellation and presentment of the Exercise Form, execute and deliver a new Warrant or Warrants, as the case may be, evidencing the rights of the Warrant Holder thereof to purchase the balance of the shares purchasable thereunder. Upon receipt by the Company of this Warrant at its office, or by the stock transfer agent of the Company at its office, in proper form for exercise together with the payment of the Exercise Price, the Warrant Holder shall be deemed to be the holder of record of the Warrant Shares, notwithstanding that the stock transfer books of the Company shall then be closed or that certificates representing such Warrant Shares shall not then be actually delivered to the Warrant Holder. Certificates for the Warrant Shares shall be delivered to the Warrant Holder within a reasonable time following the exercise of this Warrant in accordance with the foregoing.
 
- 1 -
 

 

 
        2.     R e s er v a tion   a nd   L is t i n g   of   S h are s . The Company hereby agrees that at all times there shall be reserved for issuance and delivery upon exercise of this Warrant, such number of shares of its Common Stock as shall be required for issuance and delivery upon exercise of this Warrant. As long as this Warrant is outstanding, the Company shall use its best efforts to cause all shares of Common Stock issuable upon the exercise of this Warrant to be quoted on The Over The Counter Bulletin Board or the Over The Counter Market Group (“OTCQB”) or listed on NASDAQ or a national securities exchange, if such shares of Common Stock, as a class, are theretofore so quoted or listed.
 
        3.    Fr a c tion a l S h a r e s . No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant. Any fraction of a share called for upon any exercise hereof shall be canceled. The Warrant Holder, by his acceptance hereof, expressly waives any right to receive any fractional share of stock or fractional Warrant upon exercise of this Warrant.
 
        4.    E x c h a n g e , T ra n s fer , Assi g nm e nt or L oss of W arra n t . This Warrant is exchangeable, without expense, at the option of the Warrant Holder, upon presentation and surrender of this Warrant evidencing such Warrants to the Company at its office or at the office of its stock transfer agent, if any, for other Warrants of different denominations entitling the Warrant Holder thereof to purchase in the aggregate the same number of shares of Common Stock as are purchasable thereunder at the same respective Exercise Price. Subject to Section 8 hereof, upon surrender of this Warrant to the Company at its principal office or at the office of its stock transfer agent, if any, with a duly executed assignment form and funds sufficient to pay the applicable transfer tax, if any, the Company shall, without charge, execute and deliver new Warrant(s) in the name of the assignee named in such instrument of assignment and the original Warrant shall promptly be canceled. This Warrant may be divided or combined with other Warrants which carry the same rights upon presentation of this Warrant at the office of the Company or at the office of its stock transfer agent, if any, together with a written notice signed by the Warrant Holder hereof specifying the names and denominations in which new Warrants are to be issued. Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction or mutilation of this Warrant, and, in the case of loss, theft or destruction, of reasonably satisfactory indemnification, and upon surrender and cancellation of this Warrant, if mutilated, the Company will execute and deliver new Warrants of like tenor and date.
 
        5.    R i g hts   of   the   W a r ra nt   H old er . The Warrant Holder shall not, by virtue hereof, be entitled to any rights of a shareholder of the Company until exercise of any Warrants.
 
        6.    Adjus t m e nts of   P u rc h a se   P r i c e a nd Numb e r   of   S h are s .
 
       (a)    S ubdivis i on   a nd   C ombi n a tion . If the Company shall at any time subdivide or combine the outstanding shares of Common Stock by way of stock split, reverse stock split or the like, the Exercise Price shall forthwith be proportionately increased or decreased.
 
- 2 -
 

 

 
       (b)    Adjus t m e nt   in   Numb e r   of   S h are s . Upon each adjustment of the Exercise Price pursuant to the provisions of paragraph 6(a), the number of shares of Common Stock issuable upon the exercise of this Warrant shall be adjusted to the nearest full share of Common Stock by multiplying a number equal to the Exercise Price in effect immediately prior to such adjustment by the number of shares of Common Stock issuable upon exercise of this Warrant immediately prior to such adjustment and dividing the product so obtained by the adjusted Exercise Price.
 
       (c)    R ec l a ssi f i ca tion, C onso l id a tion, M e r g er ,   e t c . In case of any reclassification or change of the outstanding shares of Common Stock (other than a change in par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), or in the case of any consolidation of the Company with, or merger of the Company into, another corporation (other than a consolidation or merger in which the Company is the surviving corporation and which does not result in any reclassification or change of the outstanding shares of Common Stock, except a change as a result of a subdivision or combination of such shares or a change in par value, as aforesaid), or in the case of a sale or conveyance to another corporation of all or a substantial part of the property of the Company, the Warrant Holder shall thereafter have the right to purchase the kind and number of shares of stock and other securities and property receivable upon such reclassification, change, consolidation, merger, sale or conveyance as if the Warrant Holder were the owner of the shares of Common Stock underlying this Warrant immediately prior to any such events at a price equal to the product of (x) the number of shares issuable upon exercise of this Warrant and (y) the Exercise Price in effect immediately prior to the record date for such reclassification, change, consolidation, merger, sale or conveyance as if such Warrant Holder had exercised this Warrant.
 
(d)    Divid e nds   a nd   Oth e r   Dis t r ibutions   with R e sp ec t   to   Outs t a nding S ec u r iti e s . In the event that the Company shall at any time prior to the exercise of all Warrants declare a dividend (other than a dividend consisting solely of shares of Common Stock or a cash dividend or distribution payable out of current or retained earnings) or otherwise distribute to the holders of its Common Stock any monies, assets, property, rights, evidences of indebtedness, securities (other than shares of Common Stock), whether issued by the Company or by another person or entity, or any other thing of value, the Warrant Holder of the unexercised Warrants shall thereafter be entitled, in addition to the shares of Common Stock or other securities receivable upon the exercise thereof, to receive, upon the exercise of such Warrants, the same monies, property, assets, rights, evidences of indebtedness, securities or any other thing of value that they would have been entitled to receive at the time of such dividend or distribution. At the time of any such dividend or distribution, the Company shall make appropriate reserves to ensure the timely performance of the provisions of this Subsection 6(d).
 
(e)    W arra nt   A f t e r   Adjus t m e n t . Irrespective of any change pursuant to this Section 6 in the Exercise Price or in the number, kind or class of shares or other securities or other property obtainable upon exercise of this Warrant, this Warrant may continue to express as the Exercise Price and as the number of shares obtainable upon exercise, the same price and number of shares as are stated herein.
 
- 3 -
 

 

 
(f)     S t a t e m e nt   of   C a l c ul a tion . Whenever the Exercise Price shall be adjusted pursuant to the provisions of this Section 6, the Company shall forthwith file at its principal office, a statement signed by an executive officer of the Company specifying the adjusted Exercise Price determined as above provided in such section. Such statement shall show in reasonable detail the method of calculation of such adjustment and the facts requiring the adjustment and upon which the calculation is based. The Company shall forthwith cause a notice setting forth the adjusted Exercise Price to be sent by certified mail, return receipt requested, postage prepaid, to the Warrant Holder.
 
7.    D ef inition of “ C ommon S to c k ” . For the purpose of this Warrant, the term “Common Stock” shall mean, in addition to the class of stock designated as the Common Stock, $.001 par value, of the Company on the date hereof, any class of stock resulting from successive changes or reclassifications of the Common Stock consisting solely of changes in par value, or from par value to no par value, or from no par value to par value. If at any time, as a result of an adjustment made pursuant to one or more of the provisions of Section 6 hereof, the shares of stock or other securities or property obtainable upon exercise of this Warrant shall include securities of the Company other than shares of Common Stock or securities of another corporation, then thereafter the amount of such other securities so obtainable shall be subject to adjustment from time to time in a manner and upon terms as nearly equivalent as practicable to the provisions with respect to Common Stock contained in Section 6 hereof and all other provisions of this Warrant with respect to Common Stock shall apply on like terms to any such other shares or other securities.
 
8.    R e s t r i c tions   on   O ffe r   a nd   S a l e . The Warrant Holder acknowledges that the shares of Common Stock acquired upon the exercise of this Warrant, if not registered, will have restrictions upon resale imposed by state and federal securities laws and shall bear a restrictive legend in substantially the following form:
 
NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.
 
THE SALE, ASSIGNMENT, CONVEYANCE, PLEDGE, HYPOTHECATION OR TRANSFER OF THE SECURITIES REPRESENTED BY THIS WARRANT IS PROHIBITED EXCEPT (1) PURSUANT TO REGISTRATION UNDER THE ACT OR (2) PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT, AND ANY CERTIFICATE REPRESENTING WARRANT SHARES SHALL BEAR A LEGEND TO SUCH EFFECT.
 
- 4 -
 

 

 
9.    Noti ce s   to   W arra nt   Hol d er s . Nothing contained in this Warrant shall be construed as conferring upon the Warrant Holder the right to vote or to consent or to receive notice as a shareholder in respect of any meetings of shareholders for the election of directors or any other matter, or as having any rights whatsoever as a shareholder of the Company. If, however, at any time prior to the expiration of this Warrant and its exercise, any of the following events shall occur:
 
   (a)     The Company shall take a record of the holders of its shares of Common Stock for the purpose of entitling them to receive a dividend or distribution payable otherwise than in cash, or a cash dividend or distribution payable otherwise than out of current or retained earnings, as indicated by the accounting treatment of such dividend or distribution on the books of the Company; or
 
   (b)            The Company shall offer to all the holders of its Common Stock any additional shares of capital stock of the Company or securities convertible into or exchangeable for shares of capital stock of the Company, or any warrant, right or option to subscribe therefor; or
 
   (c)     A dissolution, liquidation or winding up of the Company (other than in connection with a consolidation or merger) or a sale of all or substantially all of its property, assets and business shall be proposed; or
 
   (d)             There shall be any capital reorganization or reclassification of the capital stock of the Company, or consolidation or merger of the Company with another entity; then, in anyone or more of said events, the Company shall give written notice of such event at least fifteen (15) days prior to the date fixed as a record date or the date of closing the transfer books for the determination of the shareholders entitled to such dividend, distribution, convertible or exchangeable securities or subscription rights, warrants or options, or entitled to vote on such proposed dissolution, liquidation, winding up or sale. Such notice shall specify such record date or the date of closing the transfer books, as the case may be. Failure to give such notice or any defect therein shall not affect the validity of any action taken in connection with the declaration or payment of any such dividend or distribution, or the issuance of any convertible or exchangeable securities or subscription rights, warrants or options, or any proposed dissolution, liquidation, winding up or sale.
 
10.           Noti ce s .
 
   (a)     All communications under this Warrant shall be in writing and shall be mailed by certified mail, postage prepaid, return receipt requested, or telecopied with confirmation of receipt or delivered by hand or by overnight delivery service:
       
 
If to the Company at:
 
Applied DNA Sciences, Inc.
     
Attn: Karol Kain Gray, Chief Financial Officer
     
50 Health Sciences Drive
     
Stony Brook, New York 11790
 
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If to the Warrant Holder, to the address of such Warrant Holder as it appears in the stock or warrant ledger of the Company.
 
   (b)    Any notice so addressed, when mailed by registered or certified mail shall be deemed to be given three days after so mailed, when telecopied shall be deemed to be given when transmitted, or when delivered by hand or overnight shall be deemed to be given when hand delivered or on the day following deposit with the overnight delivery service.
 
11.           S u cce sso r s . All the covenants and provisions of this Warrant by or for the benefit of the Warrant Holder shall inure to the benefit of his successors and assigns hereunder.
 
12.           T er min a tion . This Warrant (and the right to purchase Warrant Shares upon exercise hereof) will terminate on June 2, 2015.
 
13.           Gov er ni n g   L a w . All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. The Company hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in The City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. In the event that any provision of this Warrant is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform to such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of this Warrant.
 
14.           Enti r e   A g r e e m e nt,   Am e n dm e nt,   W a iv e r . This Warrant and all attachments hereto and all incorporation by references set forth herein, set forth the entire agreement and understanding between the parties as to the subject matter hereof and merges and supersedes all prior discussions, agreements and understandings of any and every nature among them. This Warrant may be amended, the Company may take any action herein prohibited or omit to take any action herein required to be performed by it, and any breach of any covenant, agreement, warranty or representation may be waived, only if the Company has obtained the written consent or waiver of the Warrant Holder. No course of dealing between or among any persons having any interest in this Warrant will be deemed effective to modify, amend or discharge any part of this Warrant or any rights or obligations of any person under or by reason of this Warrant.
 
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THIS SPACE INTENTIONALLY LEFT BLANK; SIGNATURE PAGE FOLLOWS
 
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IN WITNESS WHEREOF, the undersigned has executed this Warrant as of this 3rd     day of June, 2014.
 
     
  APPLIED DNA SCIENCES, INC.  
       
       
 
By:
   
  Name: Karol Kain Gray  
 
Title: Chief Financial Officer
 
 
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APPLIED DNA SCIENCES, INC.
 
WARRANT ASSIGNMENT FORM
 
(To be signed only upon assignment of Warrant)
 
 
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
 
 
 
(Name and address of assignee must be printed or typewritten)
 
the rights of the undersigned with respect to the Warrant surrendered herewith to the extent of ( ___________________ ) shares of Common Stock, $.001 par value per share, of Applied DNA Sciences, Inc. (the “Company”), hereby irrevocably constituting and appointing _________________ , attorney to make such transfer on the books of the Company, with full power of substitution in the premises.
 
     
Dated:                                                           
   
Signature of Registered Holder
     
Signature(s) Guaranteed:
   
   
Signature of Registered Holder, if more than one
     
     
   
Name of Registered Holder
     
     
   
Name of Registered Holder, if more than one
 
 
Note:
The above signature(s) must correspond with the name(s) as it (they) appear(s) upon the Warrant in every particular, without alteration or enlargement or any change whatever.
 
- 9 -
 

 

 
APPLIED DNA SCIENCES, INC.
 
WARRANT EXERCISE FORM
 
(To be executed upon exercise of  Warrant)
 
The undersigned, the record holder of this Warrant, hereby irrevocably elects to exercise the right, represented by this Warrant, to purchase                of the Warrant Shares.

The undersigned requests that a certificate for the Warrant Shares being purchased be registered in the name of                and that such certificate be delivered to                 .
 
     
Dated:___________
   
   
(Signature)
     
     
   
(Printed Name)
     
 
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