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): June 23, 2017

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))

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 1.01  Entry into a Material Definitive Agreement.

On June 23, 2017, Applied DNA Sciences, Inc. (“Applied DNA Sciences” or the “Company”) entered into a new licensing agreement (the “Agreement”) with Himatsingka America, Inc.(“HAI”). The Agreement terminates an earlier licensing agreement dated March 25, 2015 between Divatex Home Fashion, Inc. (a predecessor to HAI) and the Company. Under the terms of the Agreement, HAI will be solely responsible for promoting, marketing and selling on a worldwide basis the Company’s technology with respect to finished and unfinished cotton products.

The Agreement grants HAI an exclusive license to use the Company’s technology in respect of cotton, subject to certain carve-outs including governmental users, non-commercial trade associations and others. The Agreement has a term that continues until June 23, 2042, except in the case of patents, in which case the term continues with respect to a patent until such patent is no longer in effect.

The Agreement provides that HAI will make payments for the use of the Company’s taggant technology on a net 60 days basis. In addition, HAI will make royalty payments on a quarterly basis in arrears in the event the Company’s technology is used on non-home products. HAI is responsible for the inspection and compliance within the supply chain.

HAI is generally required to use the Company’s technology during the term of the Agreement, subject, among other things, to their customers’ requirements. The Company will be required by the licensing agreement to establish an independent testing laboratory in Ahmedabad, India. The Agreement includes customary mutual indemnification provisions.

On June 27, 2017, Applied DNA Sciences, Inc. (“Applied DNA Sciences” or the “Company”) issued a press release announcing that it entered into the Agreement. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information related to the press release furnished pursuant to this Item 1.01, 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 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

99.1 Press Release of Applied DNA Sciences, Inc. dated June 27, 2017 regarding entering into a new licensing agreement with Himatsingka America, 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.

Date: June 27 2017	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 June 27, 2017 regarding entering into a new licensing agreement with Himatsingka America, Inc.

EX-99.1

Exhibit 99.1

 

Applied DNA Sciences Signs New Licensing Agreement with Himatsingka America.

New Agreement to Empower Large Scale Supply Chain Security within the Cotton Industry

STONY BROOK, N.Y. June 27th, 2017: Applied DNA Sciences, Inc. (“Applied DNA,” “the Company,” NASDAQ: APDN), is pleased to announce the signing of a new licensing agreement with Himatsingka America, Inc. (“Himatsingka”, “HAI”), which is a part of the Himatsingka Group.

“This new agreement represents a strengthened partnership between Applied DNA and Himatsingka, as both companies are committed to meeting the need for supply chain traceability, transparency and trust within the cotton industry. Applied DNA is looking forward to continuing to work with the Himatsingka Group, and we are excited at the opportunity to expand market awareness and implement the technology into additional cotton supply chains.” stated Dr. James A. Hayward, President and CEO of Applied DNA.

Commenting on the development, Shrikant Himatsingka, the Managing Director & CEO - Himatsingka Group, said: “We look forward to taking the Applied DNA technology platform global and continuing to bring cutting edge track and trace capabilities to benefit stakeholders across the cotton value chain. The Himatsingka Group will leverage its world-class manufacturing and distribution capabilities to ensure that these innovations by Applied DNA find their place across global shelves and penetrate new categories of products.”

About Himatsingka America

Himatsingka America is a part of The Himatsingka Group. The Himatsingka Group is a vertically integrated home textile major with a global footprint. On the manufacturing front, the group operates one of the largest capacities in the world for producing bed linen, ultrafine count cotton yarn, drapery and upholstery products. Spread across Asia, Europe and North America, its retail and wholesale distribution divisions carry some of the most prestigious brands in the home textile space and caters to private label programs of major retailers across these geographies.

About Applied DNA

Applied DNA is a provider of molecular technologies that enable supply chain security, anti-counterfeiting and anti-theft technology, product genotyping and DNA mass production for diagnostics and therapeutics.

We make 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. The proprietary DNA-based “CertainT™” platform can be used to identify, tag, test, and track products, to help assure authenticity, origin, traceability, sustainability and quality of products. SigNature^® DNA describes the core technology ingredient that is at the heart of a family of uncopyable, security and authentication solutions such as SigNature^® T and fiberTyping^®, targeted toward textiles and apparel, BackTrac™ and DNAnet^®, for anti-theft and loss prevention, and digitalDNA^®, providing powerful track-and-trace. All provide a forensic chain of evidence, and can be used to prosecute perpetrators. Applied DNA Sciences is also engaged in the large-scale production of specific DNA sequences using the polymerase chain reaction.

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Common stock listed on NASDAQ under the symbol APDN, and 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 6, 2016, and our subsequent quarterly reports on Form 10-Q filed on February 9, 2017, and May 11, 2017 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: Sanjay Hurry, LHAI,  212-838-3777

media contact: Angie Mathews, CGPR, 714-768-1140

program contact: MeiLin Wan, 631-240-8849 

web: www.adnas.com

twitter: @APDN