8-K

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): October 1, 2019

Applied DNA Sciences, Inc.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction
of incorporation) 001-36745 (Commission File Number) 59-2262718 (IRS Employer
Identification No.)

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:

¨  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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 par value	APDN	The NASDAQ Capital Market
Warrants to purchase Common Stock	APDNW	The NASDAQ Capital Market

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.  ¨

Item 7.01 Regulation FD Disclosure.

On October 1, 2019, Applied DNA Sciences, Inc. (the “Company”) received written notice from the Nasdaq Hearings Panel of The Nasdaq Stock Market LLC (the “Panel”) indicating that the Panel has granted the Company’s request for the continued listing of the Company’s securities on The Nasdaq Capital Market (“Nasdaq”), subject to the Company evidencing compliance on or before December 31, 2019 with both the minimum $1.00 bid price and that it has at least $2.5 million in stockholders’ equity, as set forth in Nasdaq Listing Rules 5550(a)(2) and 5550(b)(1), respectively. During this time, the Company’s securities will remain listed and trading on Nasdaq.

In addition, on October 3, 2019, the Company issued a press release with regard to the written notice it received from the Panel. The press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

The information related to the press release furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company 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.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press Release of Applied DNA Sciences, Inc. dated October 3, 2019.

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: October 3, 2019	APPLIED DNA SCIENCES, INC.
	By:	/s/ James A. Hayward
	Name:	James A. Hayward
	Title:	Chief Executive Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release of Applied DNA Sciences, Inc. dated October 3, 2019.

EX-99.1

Exhibit 99.1

Applied DNA Receives Extension from Nasdaq

STONY BROOK, N.Y., October 3, 2019 – Applied DNA Sciences, Inc. (NASDAQ: APDN) (“Applied DNA”) (“we,” “us,” “our,” the “Company”), a leader in large-scale PCR-based DNA manufacturing, today announced that the Nasdaq Hearings Panel (the “Panel”) , has granted Applied DNA’s request for an extension through December 31, 2019, to comply with all applicable criteria for continued listing of the Company’s securities on The Nasdaq Capital Market (“Nasdaq”), including the minimum $1.00 bid price and $2.5 million stockholders’ equity requirements. During the extension, Applied DNA’s securities will remain listed on Nasdaq.

“We are appreciative of the Nasdaq Hearings Panel’s decision to grant us our requested extension to evidence compliance with all applicable requirements for continued listing on Nasdaq. The management team and Board of Directors place the highest priority on our continued listing, and we want to assure all stakeholders that we continue to work diligently on executing on our compliance plan,” stated Dr. James A. Hayward, president and CEO of Applied DNA.

The Company is diligently working to comply with the minimum $1.00 bid price and $2.5 million stockholders’ equity requirements; however, there can be no assurance that the Company will be able to regain compliance with the applicable listing criteria within the period granted by the Panel.

About Applied DNA Sciences

Applied DNA is a provider of molecular technologies that enable supply chain security, anti-counterfeiting and anti-theft technology, product genotyping and pre-clinical nucleic acid-based therapeutic drug candidates.

Applied DNA makes life real and safe by providing innovative, molecular-based technology solutions and services that can help protect products, brands, entire supply chains, and intellectual property of companies, governments and consumers from theft, counterfeiting, fraud and diversion.

Visit adnas.com for more information. Follow us on Twitter and LinkedIn. Join our mailing list.

Common stock listed on NASDAQ under the symbol APDN, and warrants are listed under the symbol APDNW.

Forward-Looking Statements

The statements made by Applied DNA in this press release may be “forward-looking” in nature within the meaning of 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 its ability to continue as a going concern, its history of net losses, limited financial resources, limited market acceptance, uncertainties relating to its ability to maintain its NASDAQ listing in light of delisting notices received, 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 18, 2018, as amended, our subsequent quarterly reports on Form 10-Q filed on February 7, 2019, May 9, 2019 and August 13, 2019, 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.

investor contact: Sanjay M. Hurry, LHA Investor Relations, 212-838-3777, shurry@lhai.com

web: www.adnas.com

twitter: @APDN