Form 8-K
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 27, 2007
Applied
DNA Sciences, Inc
(Exact
Name of Registrant as Specified in Charter)
|
Nevada
(State
or Other Jurisdiction
of
Incorporation)
|
002-90539
(Commission
File Number)
|
59-2262718
(IRS
Employer
Identification
No.)
|
25
Health Sciences Drive, Suite 113
Stony
Brook, New York 11790
(Address
of Principal Executive Offices) (Zip Code)
631-444-
8090
(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))
|
Item
1.01 Entry into a Material Definitive Agreement.
Supima
Cotton
Agreement
On
June
27, 2007, we entered into a Feasibility Study Agreement with Supima, a
non-profit organization for the promotion of U.S. pima cotton growers. In
connection with the agreement we will undertake a study of the feasibility
of
establishing a method or methods to authenticate and identify U.S. produced
pima
cotton fibers. Under the terms of the agreement, we will receive payments from
Supima upon signing of the agreement and in five monthly installments beginning
on July 6, 2007. Upon successful completion of the feasibility study, we may
offer authentication services to member companies of Supima (as well as
non-member companies) to confirm the Supima cotton content of textile items
such
as apparel and home fashion products. We are obligated to pay Supima a
percentage of any fees that we receive from such companies for authentication
services we provide them. We are also obligated to pay Supima fifty percent
of
the aggregate amount of payments that we received from Supima for the
feasibility study out of any fees we receive from providing authentication
services. In addition, until the earlier of either (i) five years or (ii) the
repayment to Supima of fifty percent of the aggregate amount of payments that
we
received from Supima for the feasibility study, we are obligated to pay Supima
a
fee for each authentication service that we provide. The agreement may be
terminated by us or Supima after sixty (60) days upon fourteen (14) days prior
written notice.
The
foregoing description is qualified in its entirety by reference to the
agreement, a copy of which is attached hereto as Exhibit 10.4 and incorporated
herein by reference. A copy of the press release relating to the announcement
is
attached as Exhibit 99.1 and is incorporated herein by reference.
Item
3.02 Unregistered Sales of Equity Securities
On
June
27, 2007, we completed a private placement offering (the “Offering”) in which we
issued and sold to certain investors an aggregate of 3 units (the “Units”) of
our securities, each Unit consisting of (i) a $50,000 Principal Amount of 10%
Secured Convertible Promissory Note (the “Notes”) and (ii) warrants (the
“Warrants”) to purchase 100,000 shares of our common stock.
The
Notes
and accrued but unpaid interest thereon are convertible into shares of our
common stock at a price of $0.50 per share by the holders of the Notes at any
time from June 27, 2007 to June 26, 2008, and shall automatically convert at
$0.15 per share on June 27, 2007. At any time prior to conversion, we have
the
right to prepay the Notes and accrued but unpaid interest thereon upon 3 days
notice (during which period the holders can elect to convert the Notes). Until
the principal and interest under the Notes are paid in full, or converted into
our common stock, the Notes will be secured by a security interest in all of
our
assets. This security interest is pari
passu with
the
security interest granted to the holder of a $100,000 in principal amount
secured convertible promissory note issued on April 23, 2007, and the holders
of
$1,500,000 in aggregate principal amount secured convertible promissory notes
of
the Company issued on March 8, 2006.
The
Warrants are exercisable for a four year period commencing on June 27, 2008,
and
expiring on June 26, 2012, at a price of $0.50 per share. Each warrant may
be
redeemed at our option at a redemption price of $0.01 upon the earlier of (i)
June 26, 2010, and (ii) the date our common stock has traded on The Over the
Counter Bulletin Board at or above $1.00 per share for 20 consecutive trading
days.
Arjent
Limited, a registered broker dealer firm, (the “Placement Agent”) acted as our
placement agent in connection with the Offering. We will pay the Placement
Agent: (a) a commission equal to $15,000, representing 10% of the Offering
proceeds; (b) a 3% non-accountable expense allowance in the amount of $4,500;
and (c) 2% non-accountable due diligence expenses in the amount of
$3,000.
Item
9.01 Financial Statements and Exhibits
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|
Exhibit
10.1 |
Form
of Subscription Agreement by and among Applied DNA Sciences, Inc.
and the
investors named on the signature pages thereto.
|
|
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Exhibit
10.2
|
Form
of 10% Secured Convertible Promissory Note of Applied DNA Sciences,
Inc.
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Exhibit
10.3 |
Form
of Warrant Agreement of Applied DNA Sciences,
Inc.
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|
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Exhibit
10.4 |
Feasibility
Study Agreement, dated June 27, 2007 by and between Applied
DNA Sciences,
Inc. and Supima.**
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|
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Exhibit
99.1
|
Press
release of Applied DNA Sciences, Inc., dated July
2,
2007
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_____________________________
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**
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Confidential
treatment has been requested with respect to certain portions
of this
exhibit pursuant to Rule 24b-2 under the Securities Exchange
Act of 1934,
as amended. Omitted portions have been field separately
with the
Commission.
|
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Applied
DNA Sciences, Inc.
(Registrant)
By:
__/s/
James A. Hayward________________
James
A.
Hayward
Chief
Executive Officer
Date:
July 3, 2007