Registration of Additional Securities (up to 20%) (s-1mef)
November 13 2019 - 9:13AM
Edgar (US Regulatory)
As filed with the Securities and Exchange
Commission on November 13, 2019
Registration No. 333-
UNITED
STATES
securities
and exchange commission
Washington, D.C. 20549
form
s-1
Registration Statement Under The Securities
Act of 1933
Applied
DNA Sciences, Inc.
(Exact name of Registrant as specified in
its charter)
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Delaware
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7380
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59-2262718
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(State or other jurisdiction
of incorporation or organization)
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(Primary Standard Industrial
Classification Code Number)
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(I.R.S. Employer
Identification No.)
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50 Health Sciences Drive
Stony Brook, New York 11790
(631) 240-8800
(Address, including zip code, and telephone
number, including area code, of Registrant’s principal executive offices)
James A. Hayward, Ph.D., Sc.D.
Chairman, Chief Executive Officer and
President
Applied DNA Sciences, Inc.
50 Health Sciences Drive
Stony Brook, New York 11790
(631) 240-8801
(Name, address, including zip code, and
telephone
number, including area code, of agent for service)
COPIES TO:
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Merrill M. Kraines, Esq.
Pepper Hamilton LLP
The New York Times Building
620 Eighth Avenue, 37th Floor
New York, NY 10018-1405
(212) 808-2711
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Alexander R. McClean, Esq.
Harter Secrest & Emery LLP
1600 Bausch & Lomb Place
Rochester, New York 14604
(585) 232-6500
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Approximate date of commencement of proposed
sale to the public:
As soon as practicable after this Registration
Statement becomes effective.
If any of the securities
being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box. x
If this Form is filed
to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering
x 333-233830
If this Form is a post-effective
amendment filed pursuant to Rule 462(c) under the Securities Act of 1933, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same offering ¨
If this Form is a post-effective
amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same offering. ¨
Indicate by check mark
whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company
or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller
reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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¨
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Accelerated filer
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¨
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Non-accelerated filer
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x
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Smaller reporting company
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x
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Emerging Growth Company
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¨
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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 in Section 7(a)(2)(B) of the Securities Act. ¨
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CALCULATION OF REGISTRATION FEE
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Title of Each Class of Securities to be Registered(1)
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Proposed Maximum
Aggregate Offering
Price(2)
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Amount of
Registration Fee
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Common stock, $0.001 par value per share
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$
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2,300,0000
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(3) (4)
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$
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298.54
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Pre-funded warrants to purchase shares of common stock and shares of common stock issuable upon exercise of the pre-funded warrants
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$
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2,000,000
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(4)
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$
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259.60
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Common warrants to purchase shares of common stock and shares of common stock issuable upon exercise of the common warrants
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$
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2,300,0000
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(3) (5)
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$
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298.54
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Total
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$
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6,600,000
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$
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856.68
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(1)
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Represents only the additional number of shares of common stock, common warrants, pre-funded warrants,
and shares of common stock issuable upon exercise of the common warrants and pre-funded warrants being registered and includes
shares of common stock issuable upon exercise of the option of the representative of the underwriters to purchase additional shares
of common stock and/or common warrants. This does not include the securities that the Registrant previously registered on the Registration
Statement on Form S-1, as amended (File No. 333-233830). Pursuant to Rule 416, the securities being registered hereunder include
such indeterminate number of additional securities as may be issuable to prevent dilution resulting from stock splits, stock dividends
or similar transactions.
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(2)
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Estimated solely for the purpose of calculating the amount of the registration fee in accordance with Rule 457(o) under the Securities Act.
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(3)
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Includes the offering price of additional securities that the representative of the underwriters has the option to purchase to cover over-allotments, if any.
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(4)
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The proposed maximum offering price of the common stock registered pursuant to this registration statement (excluding any securities the representative of the underwriters has the option to purchase from the registrant) will be reduced on a dollar-for-dollar basis based on the offering price of any pre-funded warrants offered and sold in the offering, and as such the proposed maximum aggregate offering price of the common stock and pre-funded warrants (excluding any securities the representative of the underwriters has the option to purchase from the registrant but including the common stock issuable upon exercise of the pre-funded warrants), if any, will remain at $2,000,000.
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(5)
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The common warrants are exercisable at a per share exercise price equal to 100% of the public offering price. For purposes of calculating the registration fee, the proposed maximum aggregate public offering price of the common warrants being registered pursuant to this registration statement was calculated to be $2,300,000, which is equal to 100% of $2,300,000.
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The Registration Statement shall become effective upon filing
with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act of 1933, as amended.
EXPLANATORY NOTE
This registration statement is being filed with respect to the registration of additional shares of common
stock, pre-funded warrants and common warrants (collectively, the “Securities”) of Applied DNA Sciences, Inc., a Delaware
corporation, pursuant to Rule 462(b) under the Securities Act of 1933, as amended. The contents of the registration statement on
Form S-1 (333-233830), initially filed by Applied DNA Sciences, Inc. with the Securities and Exchange Commission (the “Commission”)
on September 18, 2019, as amended by Pre-Effective Amendment No. 1, as filed with the Commission on October 25, 2019, Pre-Effective
Amendment No. 2, as filed with the Commission on November 1, 2019 and Pre- Effective Amendment No. 3, as filed with the Commission
on November 8, 2019, which was declared effective on November 13, 2019, including all exhibits thereto (collectively, the “Prior
Registration Statement”), are incorporated herein by reference. The additional Securities that are being registered for issuance
and sale are in an amount and at a price that together represent no more than 20% of the maximum aggregate offering price set forth
in the Calculation of Registration Fee table contained in the Prior Registration Statement. The contents of the Prior Registration
Statement, including all amendments and exhibits thereto, are incorporated by reference herein.
The required opinion and consents are
listed on the exhibit index attached hereto and filed herewith.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
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Item
16.
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Exhibits
and Financial Statement Schedules.
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(a) Exhibits. All exhibits
filed with or incorporated by reference in the Registration Statement on Form S-1 (SEC File No. 333-233830) are incorporated
by reference into, and shall be deemed a part of, this registration statement, and the following additional exhibits are filed
herewith, as part of this registration statement:
EXHIBIT INDEX
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*
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Filed herewith.
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**
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Previously filed.
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SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the Town of Stony Brook, State of New York, on November 13, 2019.
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APPLIED DNA SCIENCES, INC.
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By:
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/s/ James A. Hayward
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James A. Hayward
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President and Chief Executive Officer
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Pursuant to the requirements of the Securities
Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates
indicated.
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Signature
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Title
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Date
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/s/ James A. Hayward
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President, Chairman of the Board of Directors and Director
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November 13, 2019
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James A. Hayward
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Chief Executive Officer (Principal Executive Officer)
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/s/ Beth Jantzen
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Chief Financial Officer
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November 13, 2019
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Beth M. Jantzen
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(Principal Financial Officer and Principal Accounting Officer)
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/s/ *
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Director
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November 13, 2019
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Scott L. Anchin
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/s/ *
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Director
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November 13, 2019
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John Bitzer, III
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/s/ *
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Director
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November 13, 2019
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Robert Catell
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/s/ *
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Director
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November 13, 2019
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Joseph D. Ceccoli
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/s/ *
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Director
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November 13, 2019
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Yacov A. Shamash
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/s/ *
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Director
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November 13, 2019
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Sanford R. Simon
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/s/ *
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Director
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November 13, 2019
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Elizabeth M. Schmalz Ferguson
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*By:
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/s/ Beth Jantzen
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Beth M. Jantzen
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Attorney-in-Fact
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EXHIBIT INDEX
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*
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Filed herewith.
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**
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Previously filed.
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