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APDN > SEC Filings for APDN > Form 8-K on 6-Jun-2014All Recent SEC Filings

Show all filings for APPLIED DNA SCIENCES INC

Form 8-K for APPLIED DNA SCIENCES INC


6-Jun-2014

Unregistered Sale of Equity Securities


Item 3.02 Unregistered Sales of Equity Securities.

On June 3, 2014, Applied DNA Sciences, Inc. (the "Company") closed a private placement of its common stock, par value $.001 per share ("Common Stock"), and warrants to purchase Common Stock ("Warrants") with a group of investors (collectively, the "Investors"), including members of the Company's senior management team and the Board of Directors, pursuant to subscription agreements for gross proceeds of $2,145,956. The Company issued and sold 18,735,429 shares of Common Stock at a purchase price of $0.11454 per share ("Purchase Price") and Warrants to purchase 18,735,429 shares of Common Stock. The Purchase Price of the Common Stock represents a 5% discount to the volume weighted average closing price of the Common Stock from May 13, 2014 to May 16, 2014, which ranged from $0.1155 to $0.1245 per share during the period. The Warrants are exercisable at a price of $0.13744 per share (representing a 20% premium to the Purchase Price) for a period of one (1) year and do not have cashless exercise provisions. The Common Stock purchased as well as the Common Stock to be issued upon exercise of the Warrants will be subject to the six month holding period provisions of Rule 144.

The issuance of the Common Stock and the Warrants was exempt from the registration requirements of the Securities Act of 1933 pursuant to Section 4(a)(2) of such Securities Act and Regulation D promulgated thereunder based upon the representations of each of the Investors that he or it was an "accredited investor" (as defined under Rule 501 of Regulation D) and that he or it was purchasing such securities without a present view toward a distribution of the securities. In addition, there was no general advertisement conducted in connection with the sale of the securities.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

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