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): January 28, 2005
Applied DNA Sciences, Inc.
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(Exact name of registrant as specified in its charter)
Nevada 002-90539 59-2262718
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
9229 Sunset Boulevard, Suite 83, Los Angeles, CA 90069
(Address of principal executive offices and Zip Code)
Registrant's telephone number, including area code (310) 860-1362
Copies to:
Andrea Cataneo, Esq.
Sichenzia Ross Friedman Ference LLP
1065 Avenue of the Americas
New York, New York 10018
Phone: (212) 930-9700
Fax: (212) 930-9725
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 1.01 Entry into a Material Definitive Agreement.
On January 28, 2005, Applied DNA Sciences, Inc. (the "Company") entered
into a stock purchase agreement (the "Agreement") with Biowell Technology Inc.,
a Taiwan corporation ("Biowell"), whereby a to-be-formed wholly-owned subsidiary
of the Company would acquire a company to be formed which would own all of the
intellectual property of Biowell (the "Acquired Assets") in exchange for
36,000,000 shares of the Company's common stock (the "Acquisition Shares") to be
issued to the shareholders of Biowell. The Acquisition Shares represent 50% of
the total shares issued and outstanding on a fully diluted basis on the date of
execution of the Agreement. The closing of the acquisition ("Closing") is
subject to numerous terms and conditions, including:
1) due diligence review of Biowell's intellectual property by
intellectual property counsel to the Company and the issuance of a
report and opinion by such counsel satisfactory to the Company;
2) release of encumbrances on the Acquired Assets;
3) the formation of and sale of the Acquired Assets from Biowell to a
British Virgin Islands company;
4) amendments to an agreement between Company and Giuliani Partners LLC,
dated as of August 3, 2004;
5) reorganization of the Board of Directors of the Company;
6) formation of a wholly-owned subsidiary of the Company in the British
Virgin Islands; and
7) such other customary representations, warranties and conditions
customary to transactions of this nature.
In the event that the Closing has not occurred on or prior to July 31,
2005, either party may terminate the Agreement. In addition, the Agreement may
be terminated by the written consent of both parties or unilaterally by either
party upon a material violation or breach by the other party that has not been
cured within 10 business days of notice of such violation or breach.
In connection with the Closing, the parties will also enter into a license
agreement, whereby the Company will grant Biowell an exclusive license to market
and sell the Company's products in selected Asian countries, employment
agreements for key employees of Biowell, non-competition agreements and a pledge
agreement by the Company.
Biowell owns proprietary DNA-embedded biotechnology solutions that protect
corporate and intellectual property from counterfeiting, fraud, piracy, product
diversion and unauthorized intrusion. Biowell offers a cost effective method to
detect, deter, interdict and prosecute global counterfeiting organizations.
Biowell provides proprietary DNA-embedded biotechnology solutions to companies
to protect corporate and intellectual property from counterfeiting, fraud,
piracy, product diversion and unauthorized intrusion. Biowell uses synthetically
created DNA fragments that have unique characteristics and one-of-a-kind
sequences. Using various anti-counterfeit technologies, such as ink, microchips,
glue, paints and DNA-Holograms, Biowell can authenticate the DNA fragments to
ensure that the product has not been counterfeited or tampered with.
The Company currently has the exclusive license to sell, market, and
sub-license all of Biowell Technology, Inc.'s DNA anti-counterfeit and fraud
prevention biotechnology and products in the United States, the European Union,
Canada, Mexico, Colombia, Saudi Arabia and the United Arab Emirates. The
exclusive license for a period of 15 year, also gives the Company the initial
rights to future anti-fraud biotechnologies developed by Biowell and also new
applications for the existing technology that may be developed for the
marketplace as long as the license agreement remains in effect. The Company and
Biowell have filed one joint provisional patent application (60/463215) with the
USPTO. In consideration for the granting of the exclusive license, Biowell
received 1.5 million shares of the Company's common stock, with the option to
purchase another 500,000 shares. In return, the Company received the option to
purchase 500,000 shares of Biowell common stock.
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Item 9.01 Financial Statements and Exhibits.
(a) Financial statements of business acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
(c) Exhibits.
Exhibit Number Description
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10.1 Stock Purchase Agreement, dated as of January 28, 2005, by
and between Applied DNA Sciences, Inc. and Biowell
Technology, Inc.
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SIGNATURES
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.
Date: February 2, 2005 /s/ PETER BROCKLESBY
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Peter Brocklesby
President
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