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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): November 7, 2024

  

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. ¨

 

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 Stock Market

  

 

 

 

 

 

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On November 7, 2024, the board of directors of Applied DNA Sciences, Inc. (the “Company”) adopted a certificate of amendment (the “Certificate of Amendment”) to its bylaws (the “Bylaws”). Also on November 7, 2024, a duly authorized officer of the Company executed the Certificate of Amendment, which became effective upon execution. Among other things, the Certificate of Amendment amended the Bylaws to:

 

  ● Reduce the required quorum for any meeting of stockholders to one-third (1/3) of the issued and outstanding shares entitled to vote at a meeting from a majority of the issued and outstanding shares entitled to vote at a meeting; and

 

  ● Grant the Chief Executive Officer of the Company the authority to adjourn any meeting of stockholders of the Company.

 

The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment to the Bylaws, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits. 

 

(d) Exhibits.

 

Exhibit No. Description
3.1 Certificate of Amendment to the Bylaws
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

 

 

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: November 7, 2024 APPLIED DNA SCIENCES, INC.
     
  By: /s/ James A. Hayward
  Name:   James A. Hayward
  Title: Chief Executive Officer

 

 

 

 

Exhibit 3.1

 


CERTIFICATE OF AMENDMENT TO THE
BYLAWS
OF
APPLIED DNA SCIENCES, INC.

 

FIRST: The Bylaws (“Bylaws”) of Applied DNA Sciences, Inc., a Delaware corporation (the “Corporation”) have been amended as follows:

 

 Section 2.6 of Article II of the Bylaws shall be amended and restated in its entirety to state as follows:

 

“2.6         QUORUM. 

 

The holders of one-third of the stock issued and outstanding and entitled to vote, present in person or represented by proxy, shall constitute a quorum for the transaction of business at all meetings of the stockholders.  If, however, such quorum is not present or represented at any meeting of the stockholders, then either (i) the chairperson of the meeting (ii) the Chief Executive Officer of the Company or (iii) the stockholders entitled to vote at the meeting, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present or represented.  At such adjourned meeting at which a quorum is present or represented, any business may be transacted that might have been transacted at the meeting as originally noticed.”

 

SECOND:   The foregoing amendment has been duly adopted on or approximately on the date hereof in accordance with applicable provisions of the Bylaws. 

 

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment of the Bylaws to be signed by its Chief Executive Officer, on Thursday, November 7, 2024.

 

[Signature Page Follows]

 

 

 

 

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

 

[Signature Page to Certificate of Amendment]

 

 

 

v3.24.3
Cover
Nov. 07, 2024
Cover [Abstract]  
Document Type 8-K
Amendment Flag false
Document Period End Date Nov. 07, 2024
Current Fiscal Year End Date --09-30
Entity File Number 001-36745
Entity Registrant Name Applied DNA Sciences, Inc.
Entity Central Index Key 0000744452
Entity Tax Identification Number 59-2262718
Entity Incorporation, State or Country Code DE
Entity Address, Address Line One 50 Health Sciences Drive
Entity Address, City or Town Stony Brook
Entity Address, State or Province NY
Entity Address, Postal Zip Code 11790
City Area Code 631
Local Phone Number 240-8800
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, $0.001 par value
Trading Symbol APDN
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
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