0001560259-12-000001.txt : 20121015
0001560259-12-000001.hdr.sgml : 20121015
20121015131426
ACCESSION NUMBER: 0001560259-12-000001
CONFORMED SUBMISSION TYPE: SC 13D
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20121015
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: NeuStrada Capital LLC
CENTRAL INDEX KEY: 0001560259
IRS NUMBER: 000000000
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1212
FILING VALUES:
FORM TYPE: SC 13D
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-87014
FILM NUMBER: 121143346
BUSINESS ADDRESS:
STREET 1: 126 EAST 56TH STREET
STREET 2: 25TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
BUSINESS PHONE: 646-291-8822
MAIL ADDRESS:
STREET 1: 126 EAST 56TH STREET
STREET 2: 25TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: NeuStrada Capital LLC
CENTRAL INDEX KEY: 0001560259
IRS NUMBER: 000000000
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1212
FILING VALUES:
FORM TYPE: SC 13D
BUSINESS ADDRESS:
STREET 1: 126 EAST 56TH STREET
STREET 2: 25TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
BUSINESS PHONE: 646-291-8822
MAIL ADDRESS:
STREET 1: 126 EAST 56TH STREET
STREET 2: 25TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
SC 13D
1
neustrada13d.txt
NEUSTRADA 13D FOR APPLIED DNA SCIENCES
UNITED
STATES
SECURITIES AND EXCHANGE
COMMISSION Washington,
D.C. 20549
SCHEDULE
13D
Under the Securities
Exchange Act of 1934
Applied DNA Sciences, Inc.
(Name of
Issuer)
Common Stock, $0.001 par value
(Title of Class
of Securities)
03815U102
(CUSIP
Number)
NeuStrada Capital, LLC
126 East 56th Street, 25th Floor
New York, NY 10022
646-291-8822
(Name, Address and Telephone Number
of Person Authorized to
Receive Notices and
Communications)
July15, 2011
(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition that is the subject
of this Schedule 13D, and is filing this schedule because
of ??240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box.
Note: Schedules filed in paper format shall include a
signed original and five copies of the schedule, including
all exhibits. See ?240.13d-7 for other parties to whom
copies are to be sent.
* The remainder of this cover page shall be filled out
for a reporting person?s initial filing on this form with
respect to the subject class of securities, and for any
subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover
page shall not be deemed to be ?filed? for the purpose of
Section 18 of the Securities Exchange Act of 1934 (?Act?)
or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
1. Name of Reporting Persons. NeuStrada Capital, LLC
2. Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) Not applicable
(b) Not Applicable
3. SEC Use Only
.................................................................
............................................................
4. Source of Funds (See Instructions): PF
5. Check if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) or 2(e)
6. Citizenship or Place of Organization: Delaware
Number of Shares Beneficially by Owned by Each Reporting
Person With:
7. Sole Voting Power: 42,105,263
8. Shared Voting Power:
9. Sole Dispositive Power:
10. Shared Dispositive Power:
11.Aggregate Amount Beneficially Owned by Each Reporting Person:
42,105,263
12.Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
13.Percent of Class Represented by Amount in Row (11) 8.2%
14.Type of Reporting Person (See Instructions) IA
Item 1. Security and Issuer
The Securities covered by this Schedule D are shares of common
stock, par value $.001 per share (?Common Stock?) of Applied DNA
Sciences, Inc. (the ?Company?), a Delaware corporation. The
Company?s principal executive offices are located at 25 Health
Sciences Drive, Suite 215, Stony Brook, New York 11790.
Item 2. Identity and Background.
(a) Name: NeuStrada Capital, LLC
(b) Residence or business address: 126 East 56th Street, 25th
Floor
New York, NY 10022
(c) Not applicable
(d) Not applicable
(e) Not applicable
Item 3. Source of Funds
On July 15, 2011, the Reporting Person acquired an aggregate of
42,105,263 shares (the "Shares") of common stock of the issuer as an
investor in a private placement of the issuer?s common stock. The
Reporting Person acquired the Shares with his own personal funds
through NeuStrada Capital, LLC.
Item 4. Purpose of Transaction
The Reporting Persons acquired the securities through a private
placement on July 15, 2011.
(a) Not applicable
(b) Not applicable
(c) Not applicable
(d) Upon purchase of the Shares, the Gerald Catenacci became a member
of the Board of Directors and Chairperson of the Compensation
Committee.
(e) Not applicable
(f) Not applicable
(g) Not applicable
(h) Not applicable
(i) Not applicable
(j) Not applicable
Item 5. Interest in Securities of the Issuer
(a) As of the date of this report, the Reporting Person beneficially
owns 42,105,263 shares of the Company?s Common stock representing 8.2%
of the Company?s 513,233,108 outstanding common stock shares.
(b) The number of shares as to which there is sole power to vote are
42,105,263.
(c) Not applicable
Item 6. Contracts, Arrangements, Understandings, or Relationships
with Respect to Securities of the Issuer:
In connection with the purchase of securities, the Applied DNA
Sciences, Inc. agreed to use best efforts to nominate Mr. Catenacci
to the Board and elect him as director within 30 days of the closing
of the Private Placement and providing for the nomination and
inclusion of Mr. Catenacci on the slate of nominees for the company?s
Board of Directors for election by stockholders at the annual
meetings of stockholders for so long as Neustrada owns at least 2% of
the company?s outstanding shares of common stock as stated in the
Company?s 10-k for the fiscal year 2011 (File Number 002-90539).
Item 7. Material to be Filed as Exhibits.
?
Instructions for Cover Page
(1) Names of Reporting Persons ?Furnish the full legal name of each
person for whom the report is filed?i.e., each person required to sign
the schedule itself?including each member of a group. Do not include
the name of a person required to be identified in the report but who is
not a reporting person.
(2) If any of the shares beneficially owned by a reporting person are
held as a member of the group and the membership is expressly affirmed,
please check row 2(a). If the reporting person disclaims membership in
a group or describes a relationship with other person but does not
affirm the existence of a group, please check row 2(b) (unless it is a
joint filing pursuant to Rule 13d-1(k)(1) in which case it may not be
necessary to check row 2(b)).
(3) The 3rd row is for SEC internal use; please leave blank.
(4) Classify the source of funds or other consideration used or to be
used in making the purchases as required to be disclosed pursuant to
Item 3 of Schedule 13D and insert the appropriate symbol (or symbols if
more than one is necessary) in row (4):
Category of Source
Symbol
Subject Company (Company whose securities are being acquired)
SC
Bank
BK
Affiliate (of reporting person)
AF
Working Capital (of reporting person)
WC
Personal Funds (of reporting person)
PF
Other
OO
(5) If disclosure of legal proceedings or actions is required pursuant
to either Items 2(d) or 2(e) of Schedule 13D, row 5 should be checked.
(6) Citizenship or Place of Organization ?Furnish citizenship if the
named reporting person is a natural person. Otherwise, Furnish place of
organization. (See Item 2 of Schedule 13D).
(7)-(11) [Reserved]
(12) Check if the aggregate amount reported as beneficially owned in
row (11) does not include shares which the reporting person discloses
in the report but as to which beneficial ownership is disclaimed
pursuant to Rule 13d-4 [17 CFR 240.13d-4] under the Securities Exchange
Act of 1934.
(13) Aggregate Amount Beneficially Owned by Each Reporting Person, Etc.
?Rows (7) through (11), inclusive, and (13) are to be completed in
accordance with the provisions of Item 5 of Schedule 13D. All
percentages are to be rounded off to nearest tenth (one place after
decimal point).
(14) Type of Reporting Person ?Please classify each ?reporting person?
according to the following breakdown and place the appropriate symbol
(or symbols, i.e., if more than one is applicable, insert all
applicable symbols) on the form:
Category
Symbol
Broker Dealer
BD
Bank
BK
Insurance Company
IC
Investment Company
IV
Investment Adviser
IA
Employee Benefit Plan or Endowment Fund
EP
Parent Holding Company/Control Person
HC
Savings Association
SA
Church Plan
CP
Corporation
CO
Partnership
PN
Individual
IN
Other
OO
Notes: Attach as many copies of the second part of the cover page as
are needed, one reporting person per page.
Filing persons may, in order to avoid unnecessary duplication, answer
items on the schedules (Schedule 13D, 13G or TO) by appropriate cross
references to an item or items on the cover page(s). This approach may
only be used where the cover page item or items provide all the
disclosure required by the schedule item. Moreover, such a use of a
cover page item will result in the item becoming a part of the schedule
and accordingly being considered as ?filed? for purposes of section 18
of the Securities Exchange Act or otherwise subject to the liabilities
of that section of the Act.
Reporting persons may comply with their cover page filing requirements
by filing either completed copies of the blank forms available from the
Commission, printed or typed facsimiles, or computer printed
facsimiles, provided the documents filed have identical formats to the
forms prescribed in the Commission's regulations and meet existing
Securities Exchange Act rules as to such matters as clarity and size
(Securities Exchange Act Rule 12b-12).
Special Instructions for Complying With Schedule 13D
Under sections 13(d) and 23 of the Securities Exchange Act of 1934 and
the rules and regulations thereunder, the Commission is authorized to
solicit the information required to be supplied by this schedule by
certain security holders of certain issuers.
Disclosure of the information specified in this schedule is mandatory.
The information will be used for the primary purpose of determining and
disclosing the holdings of certain beneficial owners of certain equity
securities. This statement will be made a matter of public record.
Therefore, any information given will be available for inspection by
any member of the public.
Because of the public nature of the information, the Commission can use
it for a variety of purposes, including referral to other governmental
authorities or securities self-regulatory organizations for
investigatory purposes or in connection with litigation involving the
federal securities laws or other civil, criminal or regulatory statutes
or provisions.
Failure to disclose the information requested by this schedule may
result in civil or criminal action against the persons involved for
violation of the federal securities laws and rules promulgated
thereunder.
Instructions.
A. The item numbers and captions of the items shall be included but the
text of the items is to be omitted. The answers to the items shall be
so prepared as to indicate clearly the coverage of the items without
referring to the text of the items. Answer every item. If an item is
inapplicable or the answer is in the negative, so state.
B. Information contained in exhibits to the statement may be
incorporated by reference in answer or partial answer to any item or
sub-item of the statement unless it would render such answer
misleading, incomplete, unclear or confusing. Material incorporated by
reference shall be clearly identified in the reference by page,
paragraph, caption or otherwise. An express statement that the
specified matter is incorporated by reference shall be made at the
particular place in the statement where the information is required. A
copy of any information or a copy of the pertinent pages of a document
containing such information which is incorporated by reference shall be
submitted with this statement as an exhibit and shall be deemed to be
filed with the Commission for all purposes of the Act.
C. If the statement is filed by a general or limited partnership,
syndicate, or other group, the information called for by Items 2-6,
inclusive, shall be given with respect to (i) each partner of such
general partnership; (ii) each partner who is denominated as a general
partner or who functions as a general partner of such limited
partnership; (iii) each member of such syndicate or group; and (iv)
each person controlling such partner or member. If the statement is
filed by a corporation or if a person referred to in (i), (ii), (iii)
or (iv) of this Instruction is a corporation, the information called
for by the above mentioned items shall be given with respect to (a)
each executive officer and director of such corporation; (b) each
person controlling such corporation; and (c) each executive officer and
director of any corporation or other person ultimately in control of
such corporation.
Item 1. Security and Issuer. State the title of the class of equity
securities to which this statement relates and the name and address of
the principal executive offices of the issuer of such securities.
Item 2. Identity and Background. If the person filing this statement or
any person enumerated in Instruction C of this statement is a
corporation, general partnership, limited partnership, syndicate or
other group of persons, state its name, the state or other place of its
organization, its principal business, the address of its principal
office and the information required by (d) and (e) of this Item. If the
person filing this statement or any person enumerated in Instruction C
is a natural person, provide the information specified in (a) through
(f) of this Item with respect to such person(s).
(a) Name;
(b) Residence or business address;
(c) Present principal occupation or employment and the name, principal
business and address of any corporation or other organization in which
such employment is conducted;
(d) Whether or not, during the last five years, such person has been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) and, if so, give the dates, nature of conviction,
name and location of court, any penalty imposed, or other disposition
of the case;
(e) Whether or not, during the last five years, such person was a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws;
and, if so, identify and describe such proceedings and summarize the
terms of such judgment, decree or final order; and
(f) Citizenship.
Item 3. Source and Amount of Funds or Other Consideration. State the
source and the amount of funds or other consideration used or to be
used in making the purchases, and if any part of the purchase price is
or will be represented by funds or other consideration borrowed or
otherwise obtained for the purpose of acquiring, holding, trading or
voting the securities, a description of the transaction and the names
of the parties thereto. Where material, such information should also be
provided with respect to prior acquisitions not previously reported
pursuant to this regulation. If the source of all or any part of the
funds is a loan made in the ordinary course of business by a bank, as
defined in section 3(a)(6) of the Act, the name of the bank shall not
be made available to the public if the person at the time of filing the
statement so requests in writing and files such request, naming such
bank, with the Secretary of the Commission. If the securities were
acquired other than by purchase, describe the method of acquisition.
Item 4. Purpose of Transaction. State the purpose or purposes of the
acquisition of securities of the issuer. Describe any plans or
proposals which the reporting persons may have which relate to or would
result in:
(a) The acquisition by any person of additional securities of the
issuer, or the disposition of securities of the issuer;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the issuer or any of its
subsidiaries;
(c) A sale or transfer of a material amount of assets of the issuer or
any of its subsidiaries;
(d) Any change in the present board of directors or management of the
issuer, including any plans or proposals to change the number or term
of directors or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend
policy of the issuer;
(f) Any other material change in the issuer's business or corporate
structure, including but not limited to, if the issuer is a registered
closed-end investment company, any plans or proposals to make any
changes in its investment policy for which a vote is required by
section 13 of the Investment Company Act of 1940;
(g) Changes in the issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition
of control of the issuer by any person;
(h) Causing a class of securities of the issuer to be delisted from a
national securities exchange or to cease to be authorized to be quoted
in an inter-dealer quotation system of a registered national securities
association;
(i) A class of equity securities of the issuer becoming eligible for
termination of registration pursuant to section 12(g)(4) of the Act; or
(j) Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer. (a) State the aggregate
number and percentage of the class of securities identified pursuant to
Item 1 (which may be based on the number of securities outstanding as
contained in the most recently available filing with the Commission by
the issuer unless the filing person has reason to believe such
information is not current) beneficially owned (identifying those
shares which there is a right to acquire) by each person named in Item
2. The above mentioned information should also be furnished with
respect to persons who, together with any of the persons named in Item
2, comprise a group within the meaning of section 13(d)(3) of the Act;
(b) For each person named in response to paragraph (a), indicate the
number of shares as to which there is sole power to vote or to direct
the vote, sole power to dispose or to direct the disposition, or shared
power to dispose or to direct the disposition. Provide the applicable
information required by Item 2 with respect to each person with whom
the power to vote or to direct the vote or to dispose or direct the
disposition is shared;
(c) Describe any transactions in the class of securities reported on
that were effected during the past sixty days or since the most recent
filing of Schedule 13D (? 240.13d-101), whichever is less, by the
persons named in response to paragraph (a).
Instruction. The description of a transaction required by Item 5(c)
shall include, but not necessarily be limited to: (1) The identity of
the person covered by Item 5(c) who effected the transaction; (2) the
date of transaction; (3) the amount of securities involved; (4) the
price per share or unit; and (5) where and how the transaction was
effected.
(d) If any other person is known to have the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the
sale of, such securities, a statement to that effect should be included
in response to this item and, if such interest relates to more than
five percent of the class, such person should be identified. A listing
of the shareholders of an investment company registered under the
Investment Company Act of 1940 or the beneficiaries of an employee
benefit plan, pension fund or endowment fund is not required.
(e) If applicable, state the date on which the reporting person ceased
to be the beneficial owner of more than five percent of the class of
securities.
Instruction. For computations regarding securities which represent a
right to acquire an underlying security, see Rule 13d-3(d)(1) and the
note thereto.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer. Describe any contracts,
arrangements, understandings or relationships (legal or otherwise)
among the persons named in Item 2 and between such persons and any
person with respect to any securities of the issuer, including but not
limited to transfer or voting of any of the securities, finder's fees,
joint ventures, loan or option arrangements, puts or calls, guarantees
of profits, division of profits or loss, or the giving or withholding
of proxies, naming the persons with whom such contracts, arrangements,
understandings or relationships have been entered into. Include such
information for any of the securities that are pledged or otherwise
subject to a contingency the occurrence of which would give another
person voting power or investment power over such securities except
that disclosure of standard default and similar provisions contained in
loan agreements need not be included.
Item 7. Material to be Filed as Exhibits. The following shall be
filed as exhibits: Copies of written agreements relating to the filing
of joint acquisition statements as required by Rule 13d-1(k) and
copies of all written agreements, contracts, arrangements,
understanding, plans or proposals relating to: (1) The borrowing of
funds to finance the acquisition as disclosed in Item 3; (2) the
acquisition of issuer control, liquidation, sale of assets, merger, or
change in business or corporate structure, or any other matter as
disclosed in Item 4; and (3) the transfer or voting of the securities,
finder's fees, joint ventures, options, puts, calls, guarantees of
loans, guarantees against loss or of profit, or the giving or
withholding of any proxy as disclosed in Item 6.
Signature. After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in this
statement is true, complete and correct.
Date
Signature
Name/Title
The original statement shall be signed by each person on whose behalf
the statement is filed or his authorized representative. If the
statement is signed on behalf of a person by his authorized
representative (other than an executive officer or general partner of
the filing person), evidence of the representative's authority to sign
on behalf of such person shall be filed with the statement: Provided,
however, That a power of attorney for this purpose which is already on
file with the Commission may be incorporated by reference. The name and
any title of each person who signs the statement shall be typed or
printed beneath his signature.