0001104659-20-106096.txt : 20200917 0001104659-20-106096.hdr.sgml : 20200917 20200917160140 ACCESSION NUMBER: 0001104659-20-106096 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20200916 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Submission of Matters to a Vote of Security Holders ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20200917 DATE AS OF CHANGE: 20200917 FILER: COMPANY DATA: COMPANY CONFORMED NAME: APPLIED DNA SCIENCES INC CENTRAL INDEX KEY: 0000744452 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS BUSINESS SERVICES [7380] IRS NUMBER: 592262718 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-36745 FILM NUMBER: 201181219 BUSINESS ADDRESS: STREET 1: 50 HEALTH SCIENCES DRIVE CITY: STONY BROOK STATE: NY ZIP: 11790 BUSINESS PHONE: 631-240-8800 MAIL ADDRESS: STREET 1: 50 HEALTH SCIENCES DRIVE CITY: STONY BROOK STATE: NY ZIP: 11790 FORMER COMPANY: FORMER CONFORMED NAME: PROHEALTH MEDICAL TECHNOLOGIES INC DATE OF NAME CHANGE: 20010504 FORMER COMPANY: FORMER CONFORMED NAME: DCC ACQUISITION CORP DATE OF NAME CHANGE: 19990211 FORMER COMPANY: FORMER CONFORMED NAME: DATALINK CAPITAL CORP/TX/ DATE OF NAME CHANGE: 19980306 8-K 1 tm2031215d1_8k.htm FORM 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): September 16, 2020

 

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

 

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 5.02(e) Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On September 16, 2020, Applied DNA Sciences, Inc. (the “Company”) held its 2020 annual meeting of stockholders (the “2020 Annual Meeting”). The stockholders approved the Company’s 2020 Equity Incentive Plan, which was previously adopted by the Company’s board of directors subject to approval by the stockholders. The 2020 Equity Incentive Plan, among other things, reserves an additional 3,500,000 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), for issuance in the form of equity-based awards to employees, directors, consultants, and other service providers, and those of the Company’s affiliates. Effective as of September 16, 2020, no further awards will be made under the Company’s 2005 Incentive Stock Plan, as amended and restated.

 

A more detailed description of the material terms of the 2020 Equity Incentive Plan was included in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on August 3, 2020 (the “Proxy Statement”). The foregoing and the summary of the 2020 Equity Incentive Plan in the Proxy Statement are not complete summaries of the terms of the 2020 Equity Incentive Plan and are qualified by reference to the text of the 2020 Equity Incentive Plan, which was filed as Appendix A to the Proxy Statement and is incorporated by reference herein as Exhibit 10.1. 

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

 

The information set forth in Item 5.02 above is incorporated by reference into this Item 5.07.

 

The following proposals were voted on and were approved by the Company’s stockholders at the 2020 Annual Meeting with the stockholders having voted as set forth below:

 

  I. To elect eight directors to serve until the 2021 annual meeting of stockholders or until their respective successors are duly elected and qualified.

 

Name  For  Withhold  Broker Non-Votes
James A. Hayward  1,095,959  64,900  2,519,404
John Bitzer, III  987,736  173,123  2,519,404
Robert B. Catell  1,059,837  101,022  2,519,404
Joseph D. Ceccoli  1,053,762  107,097  2,519,404
Scott Anchin  1,059,883  100,976  2,519,404
Yacov A. Shamash  1,004,286  156,573  2,519,404
Sanford R. Simon  1,005,233  155,626  2,519,404
Elizabeth M. Schmalz Ferguson  1,064,575  96,284  2,519,404

 

  II. To approve the Company’s 2020 Equity Incentive Plan.

 

For  Against  Abstain  Broker Non-Votes
904,817  179,621  76,421  2,519,404

 

  III. To approve the amendment to the Company’s certificate of incorporation (as previously amended) to decrease the number of authorized shares of Common Stock to 200,000,000.

 

For  Against  Abstain
3,591,465  63,432  25,366

 

  IV. To ratify the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2020.

 

For  Against  Abstain
3,375,809  40,905  263,549

 

  V. To act upon other matters which may properly come before the 2020 Annual Meeting.

 

For  Against  Abstain  Broker Non-Votes
967,075  151,539  42,245  2,519,404

 

 

 

 

Each of the foregoing voting results from the 2020 Annual Meeting is final.

 

Item 9.01. Financial Statements and Exhibits

 

(d) Exhibits.

 

Exhibit Number   Description
3.1   Fifth Certificate of Amendment to the Certificate of Incorporation of the Company
10.1*   2020 Equity Incentive Plan, incorporated by reference to Appendix A of the Company’s Definitive Proxy Statement, filed with the Securities and Exchange Commission on August 3, 2020.

 

* Denotes compensatory plan, compensation arrangement or management contract.

 

 

 

 

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: September 17, 2020 APPLIED DNA SCIENCES, INC.  
       
  By: /s/ James A. Hayward  
  Name: James A. Hayward  
  Title: Chief Executive Officer  

 

 

EX-3.1 2 tm2031215d1_ex3-1.htm EXHIBIT 3.1

 

Exhibit 3.1

 

 

FIFTH CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION
OF
APPLIED DNA SCIENCES, INC.

 

Applied DNA Sciences, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY THAT:

 

FIRST: The first paragraph of Article IV of the Certificate of Incorporation, as amended (the “Certificate of Incorporation”), of the Corporation is hereby amended and replaced in its entirety to read as follows:

 

“This Corporation is authorized to issue two classes of stock to be designated, respectively, “Common Stock” and “Preferred Stock.” The total number of shares of stock which the Corporation shall have the authority to issue is 210,000,000. The total number of shares of Common Stock that the Corporation is authorized to issue is 200,000,000, with a par value of $0.001 per share. Each share of Common Stock shall entitle the holder thereof to one (1) vote on each matter submitted to a vote of any meeting of stockholders. The total number of shares of Preferred Stock that the Corporation is authorized to issue is 10,000,000, with a par value of $0.001 per share.”

 

SECOND: This Certificate of Amendment shall become effective on Thursday, September 17, 2020, at 12:01 a.m.

 

THIRD: That pursuant to resolution of the Board of Directors, the proposed amendment was submitted to the stockholders of the Corporation for consideration at the annual meeting of stockholders held on September 16, 2020 and was duly adopted by the stockholders of the Corporation in accordance with the applicable provisions of Section 242 of the General Corporation Law of Delaware.

 

[Signature Page Follows]

 

 

 

 

IN WITNESS WHEREOF, the Corporation has caused this Fifth Certificate of Amendment of Certificate of Incorporation to be signed by its Chairman, President and Chief Executive Officer as of Wednesday, September 16, 2020.

 

  APPLIED DNA SCIENCES, INC.
      
  By:  /s/ James A. Hayward
     Name: James A. Hayward
     Title: Chairman, President and Chief Executive Officer

 

 

[Signature Page to Certificate of Amendment]