t15166_8k.htm
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 30, 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
2.03 Creation of a Direct Financial Obligation.
Item
3.02 Unregistered Sales of Equity Securities.
On
June
30, 2007, we issued and sold a $250,000 principal amount secured promissory
note
bearing interest at a rate of 10% per annum and a warrant to purchase 500,000
shares of our common stock to James A. Hayward, a director, the Chairman of
the
Board of Directors, our President and Chief Executive Officer.
The
promissory note and accrued but unpaid interest thereon are convertible into
shares of our common stock at a price of $0.50 per share by the holder of the
promissory note at any time from June 30, 2007, through June 29, 2008, and
shall
automatically convert on June 30, 2008 at a conversion price of $0.087732076
per
share, which is equal to a 20% discount to the average volume, weighted average
price of our common stock for the ten trading days prior to issuance. At any
time prior to conversion, we have the right to prepay the promissory note and
accrued but unpaid interest thereon upon 3 days prior written notice (during
which period the holder can elect to convert the note). Until the principal
and
interest under the promissory note is paid in full, or converted into our common
stock, the promissory note 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 holders of $150,000 of $50,000 principal amount
secured convertible promissory notes issued on June 27, 2007, 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 of $50,000 principal amount secured
convertible promissory notes issued as part of an offering completed on March
8,
2006.
The
warrant is exercisable for a four-year period commencing on June 30, 2008,
and
expiring on June 29, 2012, at a price of $0.50 per share. The
warrant may be redeemed at our option at a redemption price of $0.01 upon the
earlier of (i) June 29, 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.
Item
9.01 Financial Statements and Exhibits
(d) Exhibits.
Exhibit
10.1 Form
of
Warrant of Applied DNA Sciences, Inc.
Exhibit
10.2 Form
of
Note of Applied DNA Sciences, Inc.
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 10, 2007