UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of report (Date of earliest event reported): September 29, 2006
Applied DNA Sciences, Inc
(Exact Name of Registrant as Specified in Charter)
Nevada 002-90539 59-2262718
(State or Other (Commission File Number) (IRS Employer
Jurisdiction Identification No.)
of Incorporation)
25 Health Sciences Drive, Suite 113
Stony Brook, New York 11790
(Address of Principal Executive Offices) (Zip Code)
631-444-6862
(Registrant's telephone number, including area code)
Not Applicable
(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 (see General Instruction A.2 below):
|_| 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 4.02 Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review.
On January 28, 2005 and February 11, 2005, Applied DNA Sciences, Inc. (the
"Company" or "we" or "us") closed on a private placement of its securities in
which it sold $7,371,000 in aggregate principal amount of 10% secured
convertible promissory notes (the "Notes") and warrants to purchase 14,742,000
shares of its common stock (the "Warrants").
As previously disclosed, on May 16, 2006, our Board of Directors concluded
that its previously issued financial statements as of and for (i) the fiscal
year ended September 30, 2005, and (ii) the three month periods ended March 31,
2005, June 30, 2005 and December 31, 2005, should no longer be relied upon as a
result of the Company having erroneously recorded the Warrants, and the common
stock issued upon the conversion of all of the Notes in February, 2005, as
"permanent equity."
On September 29, 2006, authorized officers of the Company also concluded
that our previously issued financial statements as of and for the three month
periods ended December 31, 2004, March 31, 2006 and June 30, 2006, should no
longer be relied upon as a result of the Company having not recorded the fair
value of warrants and options to acquire the Company's common stock issued to
non-employees during the three months ended December 31, 2004 and March 31,
2005, respectively, for services rendered to the Company.
Accordingly, we will restate our financial statements as of and for the
fiscal year ended September 30, 2005 by disclosing the effect of these errors in
an amended Form 10-KSB for the fiscal year ended September 30, 2005, and we will
restate our financial statements for the quarters ended December 31, 2004, March
31, 2005, June 30, 2005, December 31, 2005, March 31, 2006 and June 30, 2006 by
disclosing the effect of these errors in amended Form 10-QSB's for the three
month periods ended December 31, 2004, March 31, 2005, June 30, 2005, December
31, 2005, March 31, 2006 and June 30, 2006.
Our failure to record the fair value of the warrants and options issued to
non-employees during the quarters ended March 31, 2004 and March 31, 2005 were
discovered in connection with comments raised by the Securities and Exchange
Commission (the "SEC") in their review and comment on the Registration Statement
on Form SB-2, as amended, that we filed with the SEC on February 15, 2005 (the
"Registration Statement"). The SEC requested that we provide additional
disclosure regarding the Company's accounting and disclosure of equity
compensation issued to non-employees in the form of warrants and options to
acquire the Company's common stock. While reviewing and updating our disclosure
in response to the SEC's comments, we discovered these errors. Our management
was alerted to the facts and circumstances regarding the errors in accounting
for these warrants and options. Authorized officers of the Company discussed
this matter with the Company's independent public accounting firm, which agreed
that the Company's annual and quarterly financial statements could not be relied
upon and needed to be restated.
We are still completing our analysis of the effects of these errors and
have not yet quantified the change in our results of operations for any prior
periods. Accordingly, we are not yet providing a reasonable estimate of the
change in previously reported results.
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.
Applied DNA Sciences, Inc.
(Registrant)
By: /s/ James Hayward
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James Hayward
Chief Executive Officer
Date: September 29, 2006