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): January 29, 2009
Applied
DNA Sciences, Inc
(Exact
Name of Registrant as Specified in Charter)
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Delaware
(State
or Other Jurisdiction
of
Incorporation)
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002-90539
(Commission
File Number)
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59-2262718
(IRS
Employer
Identification
No.)
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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):
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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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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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01 Entry into a Material Definitive Agreement.
Effective
January 29, 2009, we entered into a Consulting Agreement dated January 13, 2009
with Strategic Partners Consulting, LLC (“SPC”). Under the terms of
the Consulting Agreement, SPC will provide consulting services to us on various
matters related to corporate planning. The Consulting Agreement is
for a term of one year. In consideration for these consulting
services, upon execution of the Consulting Agreement we issued to SPC ten
million (10,000,000) shares of our common stock, par value $0.001 per
share.
Item
2.03 Creation of a Direct Financial Obligation.
Item
3.02 Unregistered Sales of Equity Securities.
On
January 29, 2009, we issued and sold a $150,000 principal amount secured
promissory note bearing interest at a rate of 10% per annum and a warrant to
purchase 300,000 shares of our common stock to James A. Hayward, our Chairman,
President and Chief Executive Officer.
The
promissory note and accrued but unpaid interest thereon shall automatically
convert on January 29, 2010 at a conversion price of $0.033337264 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, and are
convertible into shares of our common stock at the option of the noteholder at
any time prior to such automatic conversion at a price equal to the greater of
(i) 50% of the average price of our common stock for the ten trading days prior
to the date of the notice of conversion and (ii) the automatic conversion
price. In addition, any time prior to conversion, we have the
irrevocable right to repay the unpaid principal and accrued but unpaid interest
under the notes on three days written notice (during which period the holder can
elect to convert the note). The promissory notes bear interest at the
rate of 10% per annum and are due and payable in full on January 29,
2009. Until the principal and accrued but unpaid interest under the
promissory note are paid in full, or converted into our common stock, the
promissory note will be secured by a security interest in all of our
assets.
The
warrant is exercisable for a four-year period commencing on January 29, 2010,
and expiring on January 28, 2014, 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) January 29, 2012, and (ii) the date our common stock has been
quoted on The Over the Counter Bulletin Board at or above $1.00 per share for 20
consecutive trading days.
The
information set forth under “Item 1.01 – Entry into a Material Definitive
Agreement” is incorporated by reference into this Item 3.02. We
issued the securities to SPC and James A. Hayward in a private placement exempt
from registration pursuant to Section 4(2) of the Securities Act of 1933, as
amended.
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.
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Applied
DNA Sciences, Inc. |
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(Registrant) |
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By: |
/s/ James A. Hayward
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James
A. Hayward |
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Chief
Executive Officer |
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Date:
February 3, 2009