Current Report Filing (8-k)
05 Mai 2020 - 3:01PM
Edgar (US Regulatory)
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):
May 5, 2020
Applied DNA Sciences, Inc.
(Exact name of registrant as specified in
its charter)
Delaware
(State or other jurisdiction
of incorporation)
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001-36745
(Commission File Number)
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59-2262718
(IRS Employer
Identification No.)
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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:
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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. ¨
Securities
registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading
Symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.001 par value
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APDN
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The Nasdaq Capital Market
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Item
7.01
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Regulation FD Disclosure.
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On May 5, 2020, Dr.
James A. Hayward, Ph.D., Sc.D., President and CEO of Applied DNA Sciences, Inc. is presenting at the Maxim Infectious Disease Virtual
Conference. A copy of the presentation is furnished as Exhibit 99.1 to this Current Report and is incorporated herein by reference.
The information in
this Item 7.01 of this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities
Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, or incorporated
by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set
forth by specific reference in such filing.
Forward-Looking Statements
To
the extent that statements contained herein or in the presentation attached hereto as Exhibit 99.1 may
be “forward-looking” in nature within the meaning of Section 27A of the Securities Act of 1933, Section 21E of
the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995. Forward-looking statements
describe Applied DNA’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 Applied DNA. Actual results could differ
materially from those projected due to there being no assurance that our vaccine (or diagnostic) candidate will be
successfully shown to provide immunity (or detect) SARS-CoV-2, that the vaccine (or diagnostic) candidate will be approved
for use by the U.S. FDA or any equivalent foreign regulatory agency, that the vaccine candidate can be manufactured in large
quantities or that third parties with an established presence in vaccine distribution, compliance and marketing will enter
into an agreement with the Company or Takis, that positive results in animals may not be predictive of human outcomes after
DNA vaccination, that numerous other SARS-CoV-2 vaccines (and diagnostics) are under development by other third parties, any
of which may be more successful than the Company’s and Takis’ vaccine candidate (or the Company’ diagnostic
candidate) and even if the Company’s and Takis’ vaccine candidate (or the Company’ diagnostic candidate)
is successful, it may generate only limited revenue and profits for the Company, the possibility of a failure to make
timely payment on its outstanding secured convertible notes and resulting enforcement by noteholders of remedies on
collateral which includes substantially all of Applied DNA’s assets, its history of net losses, limited financial
resources, limited market acceptance, the uncertainties inherent in research and development, future clinical data and
analysis, including whether any of Applied DNA’s or its partners therapeutic candidates will advance further in the
preclinical research or clinical trial process, including receiving clearance from the U.S. Food and Drug Administration or
equivalent foreign regulatory agencies to conduct clinical trials and whether and when, if at all, they will receive final
approval from the U.S. FDA or equivalent foreign regulatory agencies, the fact that there has never been a commercial drug
product utilizing PCR-produced DNA technology approved for therapeutic use and various other factors detailed from time
to time in Applied DNA’s SEC reports and filings, including our Annual Report on Form 10-K filed on December 12, 2019
and our subsequent quarterly report on Form 10-Q filed on February 6, 2020, and other reports we file with the SEC, which are
available at www.sec.gov. Applied DNA undertakes no obligation to update publicly any forward-looking statements to
reflect new information, events or circumstances after the date hereof or to reflect the occurrence of unanticipated events,
unless otherwise required by law.
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Item 9.01
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Financial Statements and Exhibits.
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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: May 5, 2020
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APPLIED DNA SCIENCES, INC.
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By:
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/s/ James A. Hayward
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Name:
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James A. Hayward
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Title:
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Chief Executive Officer
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