UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of report (Date of earliest event reported): September 1, 2006
Applied DNA Sciences, Inc
(Exact Name of Registrant as Specified in Charter)
Nevada 002-90539 59-2262718
(State or Other (Commission File Number) (IRS Employer
Jurisdiction Identification No.)
of Incorporation)
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 1.01 Entry into a Material Definitive Agreement.
Item 3.02 Unregistered Sales of Equity Securities.
On September 1, 2006, Applied DNA Sciences, Inc., a Nevada corporation
(the "Company"), issued warrants to purchase an aggregate of 18,400,000 shares
of the Company's common stock exercisable for a period of five years commencing
on September 1, 2006, at a price of $0.09 per share, the closing price of the
Company's common stock on the date of issuance. Each such warrant provides its
holder unlimited piggyback registration rights with respect to any registration
statement filed by the Company. These warrants include warrants to purchase an
aggregate of 6,400,000 shares of the Company's common stock that were issued to
James A. Hayward, a director and the Company's Chief Executive Officer, and
warrant to purchase 6,000,000 shares of the Company's common stock that was
issued to Timpix International Limited, a British Virgin Islands corporation
whose sole director is Jun-Jei Sheu, a director and the Chairman of the Board of
Directors of the Company.
On September 1, 2006, the Company also issued a warrant to purchase
250,000 shares of the Company's common stock to Sanford R. Simon, a director of
the Company, and a warrant to purchase 250,000 shares of the Company's common
stock to Yacov Shamash, a director of the Company. Each such warrant is
exercisable for a period commencing on March 17, 2007, and expiring on August
31, 2011, at a price of $0.09 per share, the closing price of the Company's
common stock on the date of issuance of the warrants. Each such warrant provides
its holder unlimited piggyback registration rights with respect to any
registration statement filed by the Company
The Company claims an exemption from the registration requirements of the
Securities Act for the private placement of these warrants pursuant to Section
4(2) of the Securities Act.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
Exhibit 10.1 Form of Warrant 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 Hayward
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James Hayward
Chief Executive Officer
Date: September 7, 2006