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): April 1, 2015

Applied DNA Sciences, Inc.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation)	002-90539 (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))

Item 8.01. Other Information.

Applied DNA Sciences, Inc., a Delaware corporation (the “Company”), closed its previously announced underwritten public offering on April 1, 2015 in which 4,011,000 shares of common stock and warrants to purchase up to an aggregate of 1,604,400 shares of common stock were sold to the public at a combined offering price of $3.00, including 191,000 shares and 76,400 warrants sold pursuant to the partial exercise of the underwriters’ over-allotment option.

The shares of common stock and the warrants are being offered and sold to the public pursuant to the Company’s registration statement on Form S-3 (File No. 333-202432) (the “Registration Statement”), which was declared effective by the Securities and Exchange Commission (the “Commission”) on March 10, 2015, including a base prospectus dated March 10, 2015, and a final prospectus supplement filed with the Commission on March 27, 2015. A copy of the opinion of Norton Rose Fulbright LLP relating to the validity of the securities issued in the offering is filed herewith as Exhibit 5.1 and is hereby incorporated by reference into the Registration Statement.

In furtherance of the offering, on April 1, 2015, the Company and American Stock Transfer & Trust Company, LLC (“AST”) entered into a First Amendment to Warrant Agreement, pursuant to which AST has agreed to act as agent with respect to the Warrants to be issued in the offering. A copy of the First Amendment to Warrant Agreement is filed as Exhibit 4.1 and is incorporated herein by reference.

On April 1, 2015, the Company issued a press release announcing the closing of the public offering and partial exercise of the underwriters’ over-allotment option. A copy of the press release is attached hereto as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

4.1	First Amendment to Warrant Agreement dated April 1, 2015 between Applied DNA Sciences, Inc. and American Stock Transfer & Trust Company, LLC, as warrant agent.
5.1	Opinion of Norton Rose Fulbright LLP
23.1	Consent of Norton Rose Fulbright LLP (included as Exhibit 5.1 hereto)
99.1	Press Release dated April 1, 2015

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: April 1, 2015	APPLIED DNA SCIENCES, INC.
	By:	/s/ James A. Hayward
	Name: Title:	James A. Hayward Chief Executive Officer

EXHIBIT INDEX

Exhibit No.	Description
4.1	First Amendment to Warrant Agreement dated April 1, 2015 between Applied DNA Sciences, Inc. and American Stock Transfer & Trust Company, LLC, as warrant agent.
5.1	Opinion of Norton Rose Fulbright LLP
23.1	Consent of Norton Rose Fulbright LLP (included as Exhibit 5.1 hereto)
99.1	Press Release dated April 1, 2015

EX-4.1

Exhibit 4.1

FIRST AMENDMENT TO WARRANT AGREEMENT

THIS FIRST AMENDMENT TO WARRANT AGREEMENT (this “Amendment”), dated as of April 1, 2015, is by and between Applied DNA Sciences, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as Warrant Agent (the “Warrant Agent”).

WHEREAS, the Company and the Warrant Agent have previously entered into that certain Warrant Agreement, dated as of November 20, 2014 (the “Warrant Agreement”), and the Company and the Warrant Agent now desire to amend the Warrant Agreement on the terms and subject to the conditions set forth herein (with capitalized terms used and not defined in this Amendment having the respective meanings given them in the Warrant Agreement);

WHEREAS, the Company has filed with the Commission a registration statement on Form S-3 (File No. 333-202432) (the “Shelf Registration Statement”; and together with the Registration Statement, the “Registration Statements”) for the registration under the Securities Act of Common Stock, Warrants and other securities of the Company in an aggregate amount not to exceed $25,000,000; and

WHEREAS, pursuant to an underwriting agreement, dated March 27, 2015, by and between the Company and Maxim Group, LLC, as representatives of the several underwriters named in Schedule I thereto, and a final prospectus supplement, dated March 27, 2015, filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act (the “Prospectus Supplement”; and together with the Prospectus, the “Prospectuses”), the Company is engaged in a public offering (the “Follow-on Offering”) of shares of Common Stock and Warrants and, in connection therewith, has determined to issue and deliver up to 1,757,200 Warrants (including up to 229,200 Warrants subject to an over-allotment option granted to the underwriters by the Company) to public investors in the Follow-on Offering, each such Warrant evidencing the right of the holder thereof to purchase one share of Common Stock at an exercise price of $3.50 per share, subject to adjustment as described in the Warrant Agreement; and

WHEREAS, the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration, transfer, exchange and exercise of the Warrants to be issued to public investors in the Follow-on Offering; and

WHEREAS, the Company desires to provide for the form and provisions of the Warrants to be issued to public investors in the Follow-on Offering, the terms upon which they shall be issued and exercised, and the respective rights, limitation of rights, and immunities of the Company, the Warrant Agent, and the Holders; and

WHEREAS, all acts and things have been done and performed which are necessary to make the Warrants to be issued to public investors in the Follow-on Offering, when executed on behalf of the Company and countersigned by or on behalf of the Warrant Agent, as provided herein, the valid, binding and legal obligations of the Company, and to authorize the execution and delivery of this Agreement.

 NOW, THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto agree as follows:

1. Recitals. The foregoing Recitals are hereby incorporated into and made part of this Amendment.

2. Appointment of Warrant Agent. The Company hereby appoints the Warrant Agent to act as agent for the Company for the Warrants to be issued to public investors in the Follow-on Offering, and the Warrant Agent hereby accepts such appointment and agrees to perform the same in accordance with the terms and conditions set forth in the Warrant Agreement, as amended hereby.

3. Amendments to the Warrant Agreement. The Warrant Agreement is hereby amended as follows:

3.1 Section 3.4 of the Warrant Agreement is hereby amended by inserting immediately following the word "Offering" the words "or Follow-on Offering, as applicable".

3.2 Section 6.4 of the Warrant Agreement is hereby amended by deleting the words "Registration Statement" from the first and second sentences of such Section and substituting in lieu thereof the words "Registration Statements". Section 6.4 of the Warrant Agreement is hereby further amended by deleting the word "Prospectus" from the second sentence of such Section and substituting in lieu thereof the word "Prospectuses".

4. Entire Agreement. The terms and conditions of this Amendment shall be incorporated by reference in the Warrant Agreement as though set forth in full in the Warrant Agreement. In the event of any inconsistency between the provisions of this Amendment and any other provision of the Warrant Agreement, the terms and provisions of this Amendment shall govern and control. Except to the extent specifically amended or superseded by the terms of this Amendment, all of the provisions of the Warrant Agreement shall remain in full force and effect to the extent in effect on the date of this Amendment. The Warrant Agreement, as modified by this Amendment, constitutes the complete agreement among the parties and supersedes any prior written or oral agreements, writings, communications or understandings of the parties with respect to the subject matter the Warrant Agreement.

5. Miscellaneous Provisions. The provisions of Section 8 of the Warrant Agreement are hereby incorporated into this Amendment as if set forth fully herein and shall apply mutatis mutandis.

[Signature Page Follows]

2

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

APPLIED DNA SCIENCES, INC.
By:	/s/ James A. Hayward
	Name: James A. Hayward
	Title: Chief Executive Officer
	AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Warrant Agent
By:	/a/ Michael A. Nespoli
	Name: Michael A. Nespoli
	Title: Executive Director

Signature Page to Amendment to Warrant Agreement by and between Applied DNA Sciences, Inc.

and American Stock Transfer & Trust Company, LLC, as Warrant Agent

EX-5.1

Exhibit 5.1

April 1, 2015
	Norton Rose Fulbright US LLP 666 Fifth Avenue, 31st Floor New York, New York  10103-3198 United States
Applied DNA Sciences, Inc. 50 Health Sciences Drive Stony Brook, New York 11790	Tel +1 212 318 3000 Fax +1 212 318 3400 nortonrosefulbright.com
Ladies and Gentlemen:

We have acted as counsel to Applied DNA Sciences, Inc., a Delaware corporation (the “Company”), with respect to certain legal matters in connection with the offering of an aggregate of 3,820,000 shares of common stock, $.001 par value per share, of the Company (the “Common Stock”), plus up to 573,000 shares of Common Stock subject to an over-allotment option granted by the Company to the underwriters (collectively, the “Shares”), and warrants to purchase up to 1,528,000 shares of Common Stock, plus additional warrants to purchase up to 229,200 shares of Common Stock subject to an over-allotment option granted by the Company to the underwriters (collectively, the “Warrants”) and the shares of Common Stock underlying the Warrants (the “Warrant Shares”), pursuant to a prospectus supplement dated March 26, 2015 (the “Prospectus Supplement”), supplementing the prospectus dated March 10, 2015 (the “Base Prospectus”) that forms part of the Company’s Registration Statement on Form S-3 (File No. 333-202432) (the “Registration Statement”), filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”). We understand that the Shares and the Warrants are to be sold to the underwriters for resale to the public as described in the Registration Statement and pursuant to an underwriting agreement, dated March 27, 2015, by and between the Company and Maxim Group, LLC, acting for itself and as representative for the other underwriter named therein (the “Underwriting Agreement”). In addition, we understand that the Warrants will be issued pursuant to the Warrant Agreement, dated as of November 20, 2014, between the Company and American Stock Transfer & Trust Company, LLC, as warrant agent, as amended by the First Amendment to Warrant Agreement dated April 1, 2015 (collectively, the “Warrant Agreement”).

We have examined (i) the Base Prospectus and the Prospectus Supplement, (ii) the Registration Statement, (iii) the executed Underwriting Agreement, (iv) the executed Warrant Agreement, and (v) such records of the Company, other documents and questions of law as we have considered necessary or appropriate for the purposes of this opinion letter. In our examination of the foregoing documents, we have assumed the genuineness of all signatures and the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such latter documents.

Based on the foregoing, and having due regard for such legal considerations as we deem relevant, we are of the opinion that:

1. the Shares have been duly and validly authorized for issuance, and when issued and delivered in accordance with the terms of the Underwriting Agreement, and upon receipt by the Company of payment of the consideration therefor provided for therein, will be validly issued, fully paid and nonassessable;

Norton Rose Fulbright US LLP is a limited liability partnership registered under the laws of Texas.

68475428.3

Norton Rose Fulbright US LLP, Norton Rose Fulbright LLP, Norton Rose Fulbright Australia, Norton Rose Fulbright Canada LLP and Norton Rose Fulbright South Africa Inc are separate legal entities and all of them are members of Norton Rose Fulbright Verein, a Swiss verein. Norton Rose Fulbright Verein helps coordinate the activities of the members but does not itself provide legal services to clients. Details of each entity, with certain regulatory information, are available at nortonrosefulbright.com.

Applied DNA Sciences, Inc. April 1, 2015 Page 2

2. the Warrants have been duly and validly authorized for issuance and, when issued, sold and delivered by the Company in accordance with and in the manner described in the Base Prospectus and the Prospectus Supplement, the Underwriting Agreement and the Warrant Agreement, will be validly issued and will constitute a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, moratorium and similar laws affecting creditors’ rights generally and equitable principles of general applicability; and

3. the Warrant Shares have been duly and validly authorized for issuance and, when issued and sold by the Company upon valid exercise of the Warrants and against receipt of the exercise price therefor, in accordance with and in the manner described in the Registration Statement and the Warrant Agreement, will be validly issued, fully paid and non-assessable.

The foregoing opinions are limited to the laws of the State of New York, the Delaware General Corporation Law (including the applicable provisions of the Delaware Constitution and the reported judicial decisions interpreting these laws) and applicable federal laws of the United States of America and we express no opinion as to the effect of the laws of any other jurisdiction, domestic or foreign.

We hereby consent to the references to this firm under the caption “Legal Matters” in the Prospectus Supplement and to the filing of this opinion as an exhibit to a Current Report on Form 8-K to be filed by the Company on the date hereof, which Form 8-K will be incorporated by reference in the Registration Statement. By giving such consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.

Very truly yours,

/s/Norton Rose Fulbright US LLP

Norton Rose Fulbright US LLP

EX-99.1

Exhibit 99.1

Applied DNA Sciences, Inc. Announces Closing of $12.0 Million Public Offering and
Partial Exercise of Over-Allotment Option

Stony Brook, NY, April 1, 2015 -- Applied DNA Sciences, Inc.(NASDAQ: APDN; APDNW) (Twitter: @APDN), a provider of DNA-based anti-counterfeiting technology supply chain and product authentication solutions, announced the closing of its underwritten public offering of 4,011,000 shares of common stock and warrants to purchase up to an aggregate of 1,604,400 shares of common stock, at a combined offering price of $3.00, including 191,000 shares and 76,400 warrants sold pursuant to the partial exercise of the underwriters’ over-allotment option. The warrants have a per share exercise price of $3.50, are exercisable immediately, and expire on November 20, 2019. The gross proceeds to the Company from this offering, including the partial exercise of the over-allotment option but before deducting the underwriting discount and commissions and offering expenses, is $12.0 million.

The Company intends to use the net proceeds from the offering for general corporate purposes, including working capital, capital expenditures, business development and research and development and acquisitions of new technologies or businesses.

The underwriters still have a 45 day option to purchase up to an additional 382,000 shares of common stock and 152,800 warrants, to cover additional over-allotments, if any.

Maxim Group LLC acted as the Sole Book Running Manager and The Benchmark Company acted as Co-Manager in the offering.

A registration statement on Form S-3 relating to these securities was declared effective by the Securities and Exchange Commission on March 10, 2015. The offering of these securities was made only by means of a written prospectus and prospectus supplement forming part of the registration statement. Copies of the final prospectus relating to this offering may be obtained from Maxim Group LLC, 405 Lexington Avenue, 2nd Floor, New York, NY 10174 or via telephone at 212-895-3745.  The final prospectus relating to the offering is also available on the SEC's website at http://www.sec.gov.

This press release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Applied DNA Sciences

We make life real and safe by providing botanical-DNA based security and authentication 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. SigNature® DNA describes the platform ingredient that is at the heart of all of our security and authentication solutions. SigNature DNA is at the core of a family of uncopyable products such as DNAnet® , our anti-theft product, SigNature® T, targeted toward textiles, and digitalDNA® , providing powerful track and trace. All provide a forensic chain of evidence and can be used to prosecute perpetrators.

Applied DNA Sciences common stock is listed on NASDAQ under the symbol APDN, and its warrants are listed under the symbol APDNW.

Forward Looking Statements

The statements made by APDN in this press release may be “forward-looking” in nature within the meaning of the Private Securities Litigation Act of 1995. Forward-looking statements describe APDN’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 APDN. Actual results could differ materially from those projected due to our short operating history, limited financial resources, limited market acceptance, market competition and various other factors detailed from time to time in APDN’s SEC reports and filings, including our Annual Report on Form 10-K filed on December 15, 2014, as amended on March 6, 2015, and our subsequent quarterly report on Form 10-Q filed on February 9, 2015 which are available at www.sec.gov. APDN undertakes no obligation to update publicly any forward-looking statements to reflect new information, events or circumstances after the date hereof to reflect the occurrence of unanticipated events, unless otherwise required by law.

investor contact: Debbie Bailey, 631-240-8817, debbie.bailey@adnas.com

media contact: Enrique Briz, Dian Griesel Int’l., 212-825-3210; ebriz@dgicomm.com

web: www.adnas.com

twitter: @APDN