Current Report Filing (8-k)
July 28 2020 - 4:02PM
Edgar (US Regulatory)
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):
July 28, 2020
Applied DNA Sciences, Inc.
(Exact name of registrant as specified in
its charter)
Delaware
(State or other jurisdiction
of incorporation)
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001-36745
(Commission File Number)
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59-2262718
(IRS Employer
Identification No.)
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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:
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading
Symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.001 par value
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APDN
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The Nasdaq Capital Market
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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 5.08
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Shareholder Director Nominations
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Applied DNA Sciences,
Inc.’s (the “Company”) 2019 annual meeting (the “2019 Annual Meeting”) was held on May 16, 2019.
The Company’s Board of Directors has established September 16, 2020 as the date of the Company’s 2020 annual meeting
of stockholders (the “2020 Annual Meeting”). The 2020 Annual Meeting will be held in a virtual format only, via the
Internet, with no physical in-person meeting. The Company will publish additional details regarding the exact time, location via
the Internet and matters to be voted on at the 2020 Annual Meeting in the Company’s proxy statement for the 2020 Annual Meeting
(the “Proxy Statement”). Because the date of the 2020 Annual Meeting represents a change of more than 30 days from
the anniversary date of the 2019 Annual Meeting, the deadlines for stockholders to submit proposals and nominations of directors
as set forth in the Company’s definitive proxy statement for the 2019 Annual Meeting are no longer effective.
The By-Laws of the
Company (the “ByLaws”) provide that, if the date of the annual meeting is more than 30 days before or more than 60
days after the one-year anniversary of the preceding year’s annual meeting, advance written notice of stockholder-proposed
business intended to be brought before an annual meeting of stockholders must be received by the Secretary of the Company not later
than the 90th day prior to such annual meeting or, if later, the tenth (10th) day following the day on which public disclosure
of the date of such annual meeting was first made. A new deadline has therefore been set for submission of proposals by stockholders
in accordance with Rule 14a-5(f) of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”)
and consistent with the ByLaws.
To be considered timely,
a proposal or notice on Schedule 14N under Rule 14a-18 under the Exchange Act (i) intended to be included in the Proxy Statement
under Rule 14a-8 under the Exchange Act or (ii) intended to be presented at the 2020 Annual Meeting other than by inclusion in
the Proxy Statement must be received by the Company on or prior to 5:00 p.m. Eastern Time on Monday, August
10, 2020. Any proposal or nomination received after such date will be considered untimely.
Proponents are advised
to submit their proposals by certified mail, return receipt requested, addressed to the Company’s Secretary at the Company’s
principal executive offices at 50 Health Sciences Drive, Stony Brook, New York 11790. Only proposals and nominations meeting the
requirements of applicable U.S. Securities and Exchange Commission rules and of the ByLaws will be considered for inclusion in
the Proxy Statement.
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: July 28, 2020
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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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Name:
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James A. Hayward
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Title:
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Chief Executive Officer
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