Applied DNA Sciences Files 8-K/A Amendment

TL;DR

APDN filed an 8-K/A amendment, updating bylaws and financials.

AI Summary

Applied DNA Sciences, Inc. filed an amendment (8-K/A) on April 23, 2024, to its previous report dated April 22, 2024. This amendment primarily concerns changes to its Articles of Incorporation or Bylaws, Regulation FD Disclosure, and Financial Statements and Exhibits. The company is incorporated in Delaware and its fiscal year ends on September 30.

Why It Matters

This filing indicates updates to the company's foundational documents and disclosures, which could impact its corporate governance and financial reporting.

Risk Assessment

Risk Level: low — This is a routine amendment filing with no immediate financial or operational impact disclosed.

Key Players & Entities

• Applied DNA Sciences, Inc. (company) — Registrant
• Delaware (jurisdiction) — State of incorporation
• April 22, 2024 (date) — Date of earliest event reported
• April 23, 2024 (date) — Filing date

FAQ

Key Financial Figures

• $0.001 — nge on which registered Common Stock, $0.001 par value APDN The Nasdaq Stock Mar

Filing Documents

• tm2412515d1_8ka.htm (8-K/A) — 35KB
• 0001104659-24-050524.txt ( ) — 207KB
• apdn-20240422.xsd (EX-101.SCH) — 3KB
• apdn-20240422_lab.xml (EX-101.LAB) — 33KB
• apdn-20240422_pre.xml (EX-101.PRE) — 22KB
• tm2412515d1_8ka_htm.xml (XML) — 4KB

03

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. At a Special Meeting of Stockholders (the "Special Meeting") held on April 15, 2024, the stockholders of Applied DNA Sciences, Inc. (the "Company") authorized the board of directors of the Company (the "Board"), in its discretion, to amend the Company's Certificate of Incorporation, as amended (the "Certificate of Incorporation"), to effect a reverse split of the Company's outstanding common stock, par value $0.001 (the "Common Stock"), at a ratio between one-for-five (1:5) and one-for-fifty (1:50), with such final ratio to be determined by the Board. The Board determined to set the reverse stock split ratio at one-for-twenty (1:20) (the "Reverse Stock Split") and approved the final form of the Certificate of Amendment to the Certificate of Incorporation to effectuate the Reverse Stock Split (the "Certificate of Amendment"). The Certificate of Amendment will be filed with the Secretary of State of the State of Delaware on April 23, 2024, and the Reverse Stock Split will become effective in accordance with the terms of the Certificate of Amendment at 12:01 a.m. Eastern Time on Thursday, April 25, 2024 (the "Effective Time"). At the Effective Time, every 20 shares of Common Stock issued and outstanding will be automatically combined into one share of issued and outstanding Common Stock, without any change in the par value per share. Fractional shares will not be issued as a result of the Reverse Stock Split. Instead, any fractional shares of the Company's Common Stock that would have otherwise resulted from the Reverse Stock Split will be rounded up to the nearest whole share. Stockholders who are holding their shares of Common Stock electronically in direct registered book-entry form with Equiniti Trust Company, LLC, the Company's transfer agent (the "Transfer Agent"), will not need to take action. The Reverse Stock Split will automatically be reflected in the Transfer Agent's

01

Item 7.01. Regulation FD Disclosure. On April 22, 2024, the Company issued a press release announcing the Reverse Stock Split. A copy of the press release is attached as Exhibit 99.1 hereto. The information 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.

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K contains forward-looking on Form 8-K that do not relate to matters of historical fact should be considered forward-looking statements, including without limitation forward-looking statements reflect the Company's beliefs and assumptions only as of the date of this Current Report on Form 8-K. The Company undertakes no obligation to update forward-looking statements to reflect future events or circumstances. Capitalized terms shall have the meanings ascribed to such terms in the Current Report on Form 8-K.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 3.1* Form of Sixth Certificate of Amendment to the Certificate of Incorporation 99.1* Press Release, dated April 22, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). *Previously Filed. 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 23, 2024 APPLIED DNA SCIENCES, INC. By: /s/ James A. Hayward Name: James A. Hayward Title: Chief Executive Officer

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View this 8-K/A filing on SEC EDGAR