Unassociated Document
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 12, 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)
631-444-6861
(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
5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
On
June
12, 2007, our Board of Directors appointed James A. Hayward as our President
and
the Chairman of the Board of Directors, taking over the position of Chairman
of
the Board of Directors from Dr. Jun-Jei Sheu. Dr. Sheu will continue to serve
on
our Board of Directors.
Dr.
Hayward has been our Chief Executive Officer since March 17, 2006, prior to
which he was acting Chief Executive Officer since October 5, 2005, and he has
served as a member of the Board of Directors since March 17, 2006. Since June
2004, Dr. Hayward has been the Chairman of Evotope Biosciences, Inc., a drug
development company based in Stony Brook, New York. Since 2001, Dr. Hayward
has
been a director of Q-RNA, Inc., a biotech company based in New York, New York.
Since 2000, Dr. Hayward has been a General Partner of Double D Venture Fund,
a
venture capital firm based in New York, New York. Between 1990 and July 2004,
Dr. Hayward was the Chairman, President and CEO of The Collaborative Group,
Ltd., a provider of products and services to the biotechnology, pharmaceutical
and consumer-product industries based in Stony Brook, New York. Dr. Hayward
has not executed a written employment agreement in connection with his
appointment as President and Chairman of the Board of Directors, nor in
connection with his service as Chief Executive Officer, and currently receives
no cash compensation for his services to us.
Dr.
Hayward does not have family relationships with any director, executive officer,
or other person nominated or chosen to become directors or officers. During
the
year ended September 30, 2006, $18,900 of sales of our products, or 100% of
total sales, were made to Dr. Suwelack Skin & Health Care AG, or
Dr. Suwelack, a German corporation. Dr. Hayward is Dr. Suwelack's
President and serves on its Board of Directors. In addition, on April 23, 2007,
Dr. Hayward provided bridge financing to us in the amount of $100,000 in
exchange for a $100,000 principal amount secured promissory note bearing
interest at a rate of 10% per annum and a warrant to purchase 200,000 shares
of
our common stock. The promissory note may be converted at Dr. Hayward’s option
into shares of our common stock at a price of $0.50 per share, and automatically
converts one year from the date it was issued into shares of our common stock
at
a conversion price of $0.15. 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 Dr. Hayward can elect to convert
the note at $0.50 per share). The warrants are exercisable during the four
year
period after the first anniversary of its issuance at $0.50 per
share.
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:
June 15, 2007