SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 24, 2014
Applied DNA Sciences, Inc.
(Exact name of registrant as specified in its charter)
|(State or other jurisdiction||(Commission File Number)||(IRS Employer|
|of incorporation)||Identification No.)|
Health Sciences Drive
Stony Brook, New York 11790
(Address of principal executive offices; zip code)
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:
|¨||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 3.03. Material Modification to Rights of Security Holders.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As previously announced, the stockholders of Applied DNA Sciences, Inc. (the “ Company ”) had 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 common stock, par value $0.001 (the “ Common Stock ”), at a ratio of between one-for-forty (1:40) and one-for-sixty (1:60), with such ratio to be determined by the Board. The Board determined to set the reverse stock split ratio at one-for-60 (1:60) (the “ Reverse Stock Split ”) and approved the final form of Third 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 24, 2014, and the Reverse Stock Split became effective in accordance with the terms of the Certificate of Amendment at 12:01 a.m. Eastern Standard Time on October 29, 2014 (the “ Effective Time ”). In addition, at the Effective Time, the Certificate of Amendment reduced the authorized number of shares of Common Stock from 1,350,000,000 to 500,000,000 shares.
At the Effective Time, every 60 shares of Common Stock issued and outstanding were automatically combined into one share of issued and outstanding Common Stock, without any change in the par value per share.
No fractional shares will be issued as a result of the Reverse Stock Split. Stockholders who otherwise would be entitled to receive a fractional share in connection with the Reverse Stock Split will have such fractional share rounded up to the nearest whole share. Stockholders who hold, of record, fewer than 60 shares will receive a cash payment in lieu of the fractional share based on the average of the closing price of the Common Stock as quoted on the OTCQB for the 10 consecutive trading days prior to the effectiveness of the Reverse Stock Split.
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 the exchange of certificates for Common Stock. Stockholders who hold their shares in brokerage accounts or “street name” are not required to take any action to effect the exchange of their shares following the Reverse Stock Split.
The Common Stock is expected to commence quoting on the OTCQB on a Reverse Stock Split-adjusted basis on October 29, 2014. The Common Stock will be reported for 20 business days under the temporary ticker symbol “APDND,” with the “D” added to signify that the reverse stock split has occurred. After 20 business days, the symbol will revert to the original symbol of “APDN.” In connection with the Reverse Stock Split, the CUSIP number for the Common Stock has been changed to 03815U 201.
The Reverse Stock Split resulted 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 Stock Incentive 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 8.01. Other Events.
On October 28, 2014, the Company issued a press release announcing the Reverse Stock Split. A copy of the press release is attached as Exhibit 99.1 hereto.
Item 9.01. Financial Statements and Exhibits.
|3.1||Third Certificate of Amendment of Certificate of Incorporation|
|99.1||Press release dated October 28, 2014|
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: October 29, 2014||APPLIED DNA SCIENCES, INC.|
|By:||/s/ James A. Hayward|
|Name:||James A. Hayward|
|Title:||Chief Executive Officer|
|3.1||Third Certificate of Amendment of Certificate of Incorporation|
|99.1||Press release dated October 28, 2014|
THIRD 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 (the “ General Corporation Law ”), DOES HEREBY CERTIFY THAT:
FIRST : The first paragraph of Article IV of the Certificate of Incorporation, as amended (the “ Certificate of Incorporation ”), of the Corporation is hereby amended and replaced in its entirety to read as follows:
“This Corporation is authorized to issue two classes of stock to be designated, respectively, “Common Stock” and “Preferred Stock.” The total number of shares of stock which the Corporation shall have the authority to issue is 510,000,000. The total number of shares of Common Stock that the Corporation is authorized to issue is 500,000,000, with a par value of $0.001 per share. Each share of Common Stock shall entitle the holder thereof to one (1) vote on each matter submitted to a vote at any meeting of stockholders. The total number of shares of Preferred Stock that the Corporation is authorized to issue is 10,000,000, with a par value of $0.001 per share.”
SECOND : Article IV of the Certificate of Incorporation is hereby further amended by adding the following paragraph at the end thereof:
“Upon the filing and effectiveness (the “Effective Time”) pursuant to the General Corporation Law of the State of Delaware (the “DGCL”) of this Certificate of Amendment to the Certificate of Incorporation of the Corporation, each sixty (60) shares of the Corporation’s Common Stock, par value $0.001 per share, issued and outstanding immediately prior to the 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:
|(i)||to any stockholder that holds, of record, fewer than sixty (60) shares of Common Stock immediately prior to the Effective Time, and, in lieu of such fractional share interests, any such stockholder shall be entitled, upon the Effective Time, to receive a cash payment equal to the Share Value (as defined below) of each share of Common Stock held by such stockholder immediately prior to the Effective Time; or|
|(ii)||any stockholder that holds, of record, more than sixty (60) shares of Common Stock immediately prior to the Effective Time and would otherwise be entitled to fractional share interests pursuant to the provisions of this Article, and, in lieu of such fractional share interests, any such|
stockholder shall be entitled, upon the Effective Time, to receive one whole share of Common Stock in lieu of such fractional share interests.
As used herein, “Share Value” shall mean the average closing price of the Common Stock on the OTC Market’s electronic interdealer quotation QB system (“OTCQB”) for the ten (10) consecutive trading days ending on the last trading day prior to the date of the Effective Time.
From and after the Effective Time, (i) certificates that, immediately prior to the Effective Time, represent shares of Common Stock that are held by any stockholder that holds more than sixty (60) shares of Common Stock immediately prior to the Effective Time shall thereafter represent the number of shares of Common Stock into which such shares shall have been reclassified, combined, and converted at the Effective Time pursuant to this Certificate of Amendment, and (ii) certificates that, immediately prior to the Effective Time, represent shares of Common Stock that are held by any stockholder that holds fewer than sixty (60) shares of Common Stock immediately prior to the Effective Time shall thereafter represent only the right to receive a payment in cash equal to the Share Value for each share of Common Stock previously represented by such certificate.”
THIRD : This Certificate of Amendment shall become effective on October 29, 2014, at 12:01 a.m.
FOURTH : That pursuant to resolution of the Board of Directors, the proposed amendment was submitted to the stockholders of the Corporation for consideration at the annual meeting of stockholders held on August 28, 2014 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.
IN WITNESS WHEREOF, the Corporation has caused this Third Certificate of Amendment of Certificate of Incorporation to be signed by its Chief Executive Officer, on October 24, 2014.
|APPLIED DNA SCIENCES, INC.|
|By:||/s/ James A. Hayward|
|Name: James A. Hayward|
|Title: Chief Executive Officer|
Applied DNA Sciences Announces Reverse Stock Split
Stony Brook, NY. October 28, 2014. Applied DNA Sciences, Inc. (OTCQB: APDN), (Twitter: @APDN), a provider of DNA-based anti-counterfeiting technology and product authentication solutions, announced today a 1-for-60 reverse split of its common stock that will be effective at 12:01AM on Wednesday, October 29, 2014 and in effect at the opening of trading on Wednesday, October 29, 2014. The reverse stock split was approved by the company’s shareholders at the 2014 Annual Shareholders Meeting, held August 28, 2014, at the specific ratio determined by the Board of Directors.
The reverse stock split was enacted to help the company become eligible for listing on either the NASDAQ or NYSE MKT. The company has applied for listing on these national securities exchanges because it expects that the listing will broaden the company’s shareholder base to include more institutional investors and larger retail investors and also improve liquidity in the company’s common stock. However, the company can provide no assurance that the uplisting will be approved and, even if approved, that the expected benefits of uplisting would be obtained.
At the effective time of the reverse stock split, every 60 shares of APDN common stock will be converted into one newly issued share of common stock, without any change in the par value per share.
The reverse stock split will reduce the number of shares of APDNs outstanding common stock from 836,157,272 to approximately 13,935,954. Proportional adjustments will be made to APDNs outstanding stock options, and outstanding warrants. The number of authorized shares of the company’s common stock will be reduced to 500,000,000 shares.
As permitted by Delaware law, each holder of fewer than 60 shares of common stock prior to the reverse split will not receive fractional shares in the reverse split, but shall be entitled to receive a cash payment.
Noted Karol Gray, CFO of Applied DNA Sciences: “The reverse split has had very solid support from shareholders, and from the Board. We believe the changes in capital structure can strongly benefit our shareholders.”
Holders 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 may contact their bank, broker or nominee for more information.
Additional information about the reverse stock split can be found in the Company’s definitive proxy statement furnished to the Securities and Exchange Commission on Form 8-K filed on July 21, 2014, a copy of which is available at www.sec.gov or at the company’s website on the Investors page .
About Applied DNA Sciences
APDN is a provider of botanical-DNA based security and authentication 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. SigNature® DNA describes the uncopyable marker that is at the heart of all of our security and authentication solutions. SigNature DNA is at the core of a family of products such as DNAnet®, our anti-theft product, SigNature® T, targeted toward textiles, and digitalDNA®, providing powerful track and trace. All provide a forensic chain of evidence and can be used to prosecute perpetrators.
The statements made by APDN may be forward-looking in nature. Forward-looking statements describe APDN’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 APDN. Actual results could differ materially from those projected due to our short operating history, limited financial resources, limited market acceptance, market competition and various other factors detailed from time to time in APDN’s SEC reports and filings, including our Annual Report on Form 10-K filed on December 20, 2013 (amended on May 1, 2014) and our subsequent quarterly reports on Form 10-Q/A (for the quarterly period ended December 31, 2013) and Form 10-Q for the quarterly periods ended March 31, 2014 and June 30, 2014. APDN 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.
media contact Mitchell Miller, 631-240-8818
investor contact Debbie Bailey, 631-240-8817
twitter @APDN, @APDNInvestor.