UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended September 30, 2010
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____ to _____
Commission File Number 002-90539
APPLIED DNA SCIENCES, INC.
(Name of small business issuer in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
59-2262718
(I.R.S. Employer
Identification Number)
25 Health Sciences Drive, Suite 215
Stony Brook, New York
(Address of principal executive office)
11790
(Postal Code)
(631) 444-6862
(Issuer’s telephone number)
Securities registered under Section 12(b) of the Exchange Act: None
Securities registered under Section 12(g) of the Exchange Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and
posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and
post such files). Yes o No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s
knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large
accelerated filer,” "accelerated filer” and "smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer o
Accelerated filer o
Non-accelerated filer o
Smaller reporting company x
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x
The aggregate market value of the Registrant’s common stock held by non-affiliates of the Registrant, based upon the last sale price of the Common Stock quoted on the OTC
Bulletin Board as of the last business day of the Registrant’s most recently completed second fiscal quarter (March 31, 2010), was approximately $18.5 million. Shares of the
Registrant’s common stock held by each executive officer and director and by each entity or person that, to the Registrant’s knowledge, owned 5% or more of the Registrant’s
outstanding common stock as of March 31, 2010 have been excluded in that such persons may be deemed to be affiliates of the Registrant. This determination of affiliate status is
not necessarily a conclusive determination for other purposes.
As of December 15, 2010, the Registrant had outstanding 349,571,020 shares of Common Stock, par value $0.001 per share.
PART I
TABLE OF CONTENTS
BUSINESS
ITEM 1.
ITEM 1A. RISK FACTORS
ITEM 1B. UNRESOLVED STAFF COMMENTS
ITEM 2.
ITEM 3.
ITEM 4.
PROPERTIES
LEGAL PROCEEDINGS
(REMOVED AND RESERVED)
PART II
SELECTED FINANCIAL DATA
ITEM 5. MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
ITEM 6.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
ITEM 8.
ITEM 9.
ITEM 9A. CONTROLS AND PROCEDURES
ITEM 9B. OTHER INFORMATION
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
ITEM 11. EXECUTIVE COMPENSATION
ITEM 12.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
ITEM 14.
PRINCIPAL ACCOUNTING FEES AND SERVICES
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
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Forward-looking Information
PART I
This Annual Report on Form 10-K (including the section regarding Management’s Discussion and Analysis of Financial Condition and Results of Operations) contains
forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act”) and Section 21E of the Securities Exchange Act of
1934, as amended (the "Exchange Act”), including statements using terminology such as "can”, "may”, "believe”, "designated to”, "will”, "expect”, "plan”, "anticipate”,
"estimate”, "potential” or "continue”, or the negative thereof or other comparable terminology regarding beliefs, plans, expectations or intentions regarding the future. You shoul d
read statements that contain these words carefully because they:
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discuss our future expectations;
contain projections of our future results of operations or of our financial condition; and
state other "forward-looking” information.
We believe it is important to communicate our expectations. However, forward looking statements involve risks and uncertainties and our actual results and the timing of
certain events could differ materially from those discussed in forward-looking statements as a result of certain factors, including those set forth under "Risk Factors,” "Business”
and elsewhere in this report. All forward-looking statements and risk factors included in this document are made as of the date hereof, based on information available to us as of the
date thereof, and we assume no obligations to update any forward-looking statement or risk factor, unless we are required to do so by law.
ITEM 1. BUSINESS.
Overview
We are a provider of botanical-DNA based security and authentication solutions that can help protect products, brands and intellectual property of companies,
governments and consumers from theft, counterfeiting, fraud and diversion. SigNature® DNA, Cashield™, DNANet™ and BioMaterial™ Genotyping, our principal anti-
counterfeiting and product authentication solutions, are used in numerous industries, including cash-in-transit (transport and storage of banknotes), homeland security, textiles
and apparel, identity cards and other secure documents, law enforcement, pharmaceuticals, wine, and luxury consumer goods.
SigNature DNA. We use the DNA of plants to manufacture highly customized and encrypted botanical DNA markers, or SigNature DNA Markers, which we believe are
virtually impossible to replicate. We have embedded SigNature DNA Markers into a range of our customers’ products, including various inks, dyes, textile treatments, thermal
ribbon, thread, varnishes and adhesives. These items can then be tested for the presence of SigNature DNA Markers through an instant field detection or a forensic level
authentication. Our SigNature DNA solution provides a secure, accurate and cost-effective means for users to incorporate our SigNature DNA Markers in, and the n quickly and
reliably authenticate and identify, a broad range of items, such as recovered banknotes, branded textiles and apparel products, pharmaceuticals and cosmetic products, identity
cards and other secure documents, digital media, artwork and collectibles and fine wine. Having the ability to reliably authenticate and identify counterfeit versions of such items
enables companies and governments to detect, deter, interdict and prosecute counterfeiting enterprises and individuals.
Cashield. Cashield is a family of cash degradation inks that permanently stain banknotes stolen from cash-handling or ATM systems. Cashield extends our offering
beyond our prior singular product, AzSure®, to a family of security inks that include Red, Violet, Green, Teal, Indigo, and the original AzSure® Blue. Current degradation dyes
suffer from a critical technical weakness, as the dyes may be removed by the use of solvents. We initiated the development of Cashield in response to demand for a more effective
carrier for our SigNature DNA markers. Cashield has been certified for use in the European Union by the Laboratoire National de Métrologie et d’Essais (LNE) and passed all 47
individual dye penetration and wash-out-resistance tests. Additionally, a CViT study presented by the University of Leeds cited Cashield AzSure Blue ink as having improved
performance versus staining inks from other suppliers. In this study, the AzSure blue ink was tested across a range of currencies, including British pounds, Euros, and U.S. dollars.
The evaluation involved exposure to numerous industrial solvents. Final analysis of the results concluded that the AzSure blue ink was bound strongly in five seconds or less to a
variety of banknotes, and could not be removed with any solvent.
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DNANet. We have recently developed DNANet tactical DNA products for law enforcement, in the form of DNA-marked sprays and liquids. These products, being
marketed to global police forces were created to help link criminals to crimes. DNANet is a tactical forensic system providing unique DNA codes for covert operations that require
absolute proof of authentication.
BioMaterial GenoTyping. Our BioMaterial GenoTyping solution refers to the development of genetic assays to distinguish between varieties or strains of biomaterials,
such as cotton, wool, tobacco, fermented beverages, natural drugs and foods, that contain their own source DNA. We have developed two proprietary genetic tests
(FiberTyping™ and PimaTyping™) to track American Pima cotton from the field to finished garments. These genetic assays provide the textile industry with what we believe to be
the first authentication tools that can be applied throughout the U.S. and worldwide textile industry from cotton growers, mills, wholesalers, distribu tors, manufacturers and
retailers through trade groups and government agencies.
In 2009 we discontinued our BioActive Ingredients program, which we began in 2007. We developed BioActive Ingredients for personal care products, such as skin care
products, based on the biofermentation expertise developed during the manufacturing of DNA for our SigNature DNA and BioMaterial Genotyping solutions, and we have decided
to focus our business on these security and authentication solutions.
Corporate History
We are a Delaware corporation, which was initially formed in 1983 under the laws of the State of Florida as Datalink Systems, Inc. In 1998, we reincorporated in Nevada,
and in 2002, we changed our name to our current name, Applied DNA Sciences, Inc. In December 2008, we completed our reincorporation from Nevada to the State of Delaware.
In November 2005, our corporate headquarters were relocated from Los Angeles, California to the Long Island High Technology Incubator at Stony Brook University in
Stony Brook, New York, where we established laboratories for the manufacture of DNA markers and product prototypes, and DNA authentication. The address of our corporate
headquarters is 25 Health Sciences Drive, Suite 215, Stony Brook, New York 11790, and our telephone number is (631) 444-6370. We maintain a website at www.adnas.com where
general information about us is available.
To date, we have had a limited operating history, and as a result, our operations have produced limited revenues.
Industry Background
The Company is focusing its efforts on the cash-in-transit business and the general anti-counterfeiting industry.
Cash-in-transit businesses transport and store cash and ATM cassettes. In the U.K. alone, there is an estimated £500 billion being transported each year, or £1.4 billion
per day. The nature of this business makes cash-in-transit an attractive target for criminals, and as a result the industry invests in excess of £100 million per year in security
equipment and devices. Currently, a system of cash degradation, using a smoke or liquid dye to permanently mark and essentially destroy stolen cash, is used. The incidence of
cash-in-transit based crime has increased over 170% in London since 2006, according to t he Metropolitan Police.
Counterfeiting, product diversion, piracy, forgery, identity theft, and unauthorized intrusion into physical locations and databases create significant and growing
problems to companies in a wide range of industries as well as governments and individuals worldwide. The International Anticounterfeiting Coalition (IACC) reported in 2009
that counterfeiting and piracy cost the U.S. economy between $200-$500 billion per year, or an estimated 750,000 American jobs, and pose a real threat to consumer health and
safety. The IACC also estimates that the loss ass ociated with counterfeiting has increased 10,000 percent in the past twenty years, to well over $600 billion globally.
Product counterfeiting and diversion particularly harm manufacturers of consumer products, especially for prestige and established brands, and the consumers who
purchase them. This estimated total includes:
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$34 billion of software products;
$12 billion of apparel and footwear;
$193 million of cigarettes and tobacco products;
$32 billion of pharmaceuticals;
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$18 million in wine;
$500 million of sports equipment;
$35 million of electronic equipment and supplies;
$3 billion in cosmetics;
$12 billion in automobile parts;
$11 million of food and alcohol products;
$11 million in jewelry and watches;
$14-18 million of computer equipment and supplies; and
$100 billion of other goods.
Governments are increasingly vulnerable to counterfeiting, terrorism and other security threats at least in part because currencies, identity and security cards and other
official documents can be counterfeited with relative ease. For instance, the DOPIP SECURITY COMPETITIVE INTELLIGENCE REPORT. valued 2005 seizures and losses
associated with counterfeit currency at around $609 billion, and counterfeit identification at $124 million. Governments must also enforce the various anti-counterfeiting and anti-
piracy regimes of their respective jurisdictions which becomes increasingly difficult with the continued expansion of global trade.
The pharmaceutical industry also faces major problems relative to counterfeit, diluted, or falsely labeled drugs that make their way through healthcare systems worldwide,
posing a health threat to patients and a financial threat to drugmakers and distributors. In 2006 the Center for Medicine in the Public Interest predicted that counterfeit drug sales
would reach $75 billion globally in 2010, an increase of more than 90% from 2005. In February 2006, the World Health Organization ("WHO”) estimated that counterfeits account for
more than 10% of the global pharmaceuticals market, and 25% of pharmaceuticals consumed in developing countries and that as much as 50% in some countries, are counterfeit. In
2010, the WHO reported that in over 50% of cases, medicines purchased over the Internet from i llegal sites that conceal their physical address have been found to be counterfeit.
In June 2010, The Pharmaceutical Security Institute reported that drug counterfeiting has increased by 9.2 percent worldwide over the past year. According to the WHO,
counterfeiting can apply to both branded and generic products and counterfeit pharmaceuticals may include products with the correct ingredients but fake packaging, with the
wrong ingredients, without active ingredients or with insufficient active ingredients. The challenges presented by traditional counterfeiters have recently been supplemented by
the many websites, from direct retailers to auction sites, that offer counterfeit prescription drugs online. As a result, the pharmaceutical industry and regulators are examining
emerging anti-counterfeit technologies, including radio-frequency identification tags and electronic product codes, known as EPCs, to help stem the wave of counterfeit drugs and
better track legitimate drugs from manufact uring through the supply chain.
The digital and recording media industry, including the segment that records computer software on compact discs, has long been a victim of piracy, or the production of
illegal copies of genuine media or software, and the counterfeiting and distribution of imitation media or software. Compact discs, DVDs, videotapes, computer software and other
digital and recording media that appears identical to genuine products are sold at substantial discounts by vendors at street and night markets, via mail order catalogs and on the
internet at direct retail websites or at auction sites. The estimated costs of counterfeiting vary widely in this market segment, but all approach or exceed $100 billion annually. In
2010, the Business Software Alliance ("BSA”) reported that the rate of global software piracy climbed to 43 percent in 2009. In 2009, for every $100 worth of legitimate software sold,
an additional $75 worth of unlicensed software made its way onto the market The BSA also reported the commercial value of unlicensed software put into the market in 2009 totaled
$51.4 billion.
The artworks and collectibles markets are also particularly vulnerable to counterfeiting, forgery and fraud. New works are produced and then passed off as originating
from a particular artistic period or source, authentic fragments are pieced together to simulate an original work, and existing works are modified in order to increase their purported
value. Such phony artwork and collectibles are then often sold with fake or questionable signatures and "provenance,” or documented ownership histories that confirm
authenticity.
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As more and more companies in each of these markets begin to address the problem of counterfeiting, we expect that different systems will compete to be the leading
standards by which products can be tracked across world markets. Historically, counterfeiting, product diversion and other types of fraud have been combatted by embedding
various authentication systems and rare and easily distinguishable materials into products, such as radio frequency identification ("RFID”) devices and banknote threads in
packaging, integrated circuit chips and magnetic strips in automatic teller machine cards, holograms on currency, elemental taggants in explosives, and radioactivity and rare
molecules in crude oil. These techniques are effective but have generally been reverse-engineered and replicated by counterfeiters , which limits their usefulness as forensic
methods for authentication of the sources of products and other items.
Our Offerings
SigNature DNA
We believe our SigNature DNA offering is as broadly applicable, convenient and inexpensive as existing authentication systems, while highly resistant to reverse-
engineering or replication, so that it can either be applied independently or supplement existing systems in order to allow for a forensic level of authentication of the sources of a
broad range of items, such as artwork and collectibles, fine wine, consumer products, digital and recording media, pharmaceuticals, financial instruments, identity cards and official
documents. Each SigNature DNA Marker is first designed and manufactured to be a highly customized and encrypted botanical DNA marker. The SigNature DNA Marker is then
encapsulated and stabilized so that it is resistant to heat, organic solvents, chemicals and most importantly, ultraviolet, or UV radiation. Once it has been encapsulated, our
SigNature DNA Embedment system can be used to embed the SigNature DNA Marker directly onto products or other items or into special inks, threads and other media, which in
turn can be incorporated into packaging or products. Once it is embedded, our SigNature polymerase chain reaction (PCR) Kits can provide rapid forensic level authentication of
specific SigNature DNA Markers.
We believe that the key characteristics and benefits of the SigNature DNA offering are as follows:
We Believe Our SigNature DNA Markers Are Virtually Impossible to Copy
In creating unique SigNature DNA Markers, we use DNA segments from one or more botanical sources, rearrange them into unique encrypted sequences, and then
implement one or more layers of anti-counterfeit techniques. Because the portion of DNA in a SigNature DNA Marker used to identify the marker is so minute, it cannot be
detected unless it is replicated billions of times over, or amplified. This amplification can only be achieved by applying matching strands of DNA, or a primer, and polymerase chain
reaction (PCR) techniques to the SigNature DNA Marker. The sequence of the relevant DNA in a SigNature DNA Marker must be known in order to manufacture the primer for that
DNA. As a result, we believe the effort required to find, amplify, select and clone the relevant DNA in a SigNature DNA Mark er would involve such enormous effort and expense
that SigNature DNA Markers are virtually impossible to copy without our proprietary systems.
Simple and Rapid Authentication
We offer rapid readers capable of instantly testing for the presence or absence of any of our SigNature DNA Markers. In addition, when a forensic level of authentication
is necessary, we offer in-house forensic DNA authentication that will confirm authentication sequences in approximately 2 to 4 hours.
Low Cost and High Accuracy
The costs associated with the DNA required to manufacture our SigNature DNA Markers are not significant since the amount of DNA required for each marker is so
minute (for instance, only 3-5 parts per million when incorporated in an ink). We manufacture the identifying segment of DNA to be used in a SigNature DNA Marker by cloning
them inside microorganisms such as yeast or bacteria, which are highly productive and inexpensive to grow. As a result, SigNature DNA Markers are relatively inexpensive when
compared to other anti-counterfeiting devices such as RFIDs, electronic product codes ("EPCs”), integrated circuit chips, and holograms. The probability of mistakenly identifying
a SigNature DNA Marker is less than 1 in 1 trillion, so we believe our authentication systems are highly accur ate, and in fact, our SigNature PCR Kits can authenticate to a forensic
level.
Easily Integrated with Other Anti-Counterfeit Technologies
Our SigNature DNA Markers can be embedded onto RFID devices, banknote threads, labels, serial numbers, holograms, and other marking systems using inks, threads
and other media. We believe that combined with other traditional methods, our SigNature DNA solution provides a significant deterrent against counterfeiting, product diversion,
piracy, fraud and identity theft.
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Broad Applicability and Ingestible
Our SigNature DNA Markers can be embedded into almost any consumer product, and virtually any other item. For instance, we believe the indelible SigNature DNA Ink
we produce is safe to consume and can be used in pharmaceutical drug tablets and capsules. Use of our SigNature DNA in ingestible products and drugs may require approval of
the U.S. Food and Drug Administration.
Cashield
Cashield is a family of cash degradation inks that permanently stain banknotes stolen from cash-handling or ATM systems. Cashield extends our offering beyond our
prior singular product, AzSure®, to a family of security inks that include Red, Violet, Green, Teal, Indigo, and the original AzSure® Blue. Current degradation dyes suffer from a
critical technical weakness, as the dyes may be removed by the use of solvents. We initiated the development of Cashield in response to demand for a more effective carrier for our
SigNature DNA markers. Cashield has been certified for use in the EU by the Laboratoire National de Métrologie et d’Essais (LNE) and passed all 47 individual dye penetration and
wash-out-resistance tests. Additionally, a CViT study presented by the University of Leeds cited Cashield AzSure Blue ink as h aving improved performance versus staining inks
from other suppliers. In this study, the AzSure blue ink was tested across a range of currencies, including British pounds, Euros, and U.S. dollars. The evaluation involved exposure
to numerous industrial solvents. Final analysis of the results concluded that the AzSure blue ink was bound strongly in five seconds or less to a variety of banknotes, and could
not be removed with any solvent.
DNANet
In 2010, we developed DNANet tactical DNA products for law enforcement, in the form of DNA-marked fixative sprays and liquids as well as transferable grease. These
products, being marketed to global police forces were created to help link criminals to crimes. DNANet is a tactical forensic system providing unique DNA codes for covert
operations that require absolute proof of authentication.
BioMaterial Genotyping
We believe our BioMaterial Genotyping solution offers a unique means for determining the authenticity of biomaterials, such as cotton, wool, tobacco, fermented
beverages, natural drugs and foods. Just as a person’s DNA specifies all of their unique qualities, biomaterials typically contain genomic DNA or fragments thereof that can be
utilized to authenticate originality. We have initially developed two proprietary genetic-based assays and protocols to identify DNA markers that are endogenous (internal) to a
particular product in order to differentiate between biological strains. In a process we call Fibertyping™, we are able to differentiate between Pima cotton (G. barbadense) and
upland cotton (G. hirsutum). Our FiberTyping offering enables our customers and potential clients to cost-effectively give assurance to manufacturers, suppliers, distributors,
retailers and end-users that their products are authentic, that they are made from the fibers and textiles as labeled. In a process we call Pimatyping™, we are able to differentiate
between Pima cotton grown in different regions of the world. Cotton classification and the authentication of cotton geographic origin are issues of global significance, important to
brand owners and to governments that must regulate international cotton trade. Similar offerings are currently being developed for use in biomaterials other than
cotton. Biomaterials can now be tracked from field to final purchase guaranteeing the authenticity of the item. As we are testing for innate genomic DNA , we believe these assays
cannot be counterfeited.
We believe our BioMaterial Genotyping allows us to:
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Identify U.S. produced Pima cotton;
Establish an authentication protocol for cotton and other biomaterials; and
Deter counterfeits and protect the integrity of brands.
We believe our two genetic assays accurately distinguish between:
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Pima cotton (G. barbadense) and upland cotton (G. hirsutum) (cultivars in mature cotton fibers and in cotton fabrics (Fibertyping); and
American Pima and Extra Long Staple (ELS) Pima cotton (Pimatyping),
We believe that our new DNA extraction protocol and methodologies are more effective than existing forensic systems. We believe that the combination of our SigNature
DNA and BioMaterial Genotyping solutions covers the total authentication market, is applicable to multiple industry verticals, and can mark physical products on the front end and
authenticate forensic DNA sequences on the back end.
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Discontinued BioActive Ingredients Program
In 2009 we discontinued our BioActive Ingredients program, which we began in 2007. We developed BioActive Ingredients for personal care products, such as skin care
products, based on the biofermentation expertise developed during the manufacturing of DNA for our SigNature DNA, Cashield, DNANet and BioMaterial Genotyping solutions,
and we have decided to focus our business on these security and authentication solutions.
Our Strategy
We have begun to generate revenues principally from sales of our SigNature DNA, Cashield, DNANet and BioMaterial Genotyping offerings. Key aspects of our strategy
include:
Customize and Refine our Solutions to Meet Potential Customers’ Needs
We are continuously attempting to improve our SigNature DNA solution by testing the incorporation of our SigNature DNA Markers into different media, such as newly
configured labels, inks or packing elements, for use in new applications. Each prospective customer has specific needs and employs varying levels of existing security
technologies with which our solution must be integrated. Our goal is to develop a secure and cost-effective system for each potential customer that can be incorporated into that
potential customer’s products or items themselves or their packaging so that they can, for instance, be tracked throughout the entire supply chain and distribution system.
Continue to Enhance Detection Technologies for Authentication of our SigNature DNA Markers
We have also identified and are further examining opportunities to collaborate with companies and universities to develop a new line of detection technologies that will
provide faster and more convenient ways to authenticate our SigNature DNA Markers.
Target Potential High-Volume Markets
We will continue to focus our efforts on target vertical markets that are characterized by a high level of vulnerability to counterfeiting, product diversion, piracy, fraud,
identity theft, and unauthorized intrusion into physical locations and databases. Today our target markets include art and collectibles, cash-in-transit, fine wine, consumer
products, homeland security, digital and recording media, law enforcement, pharmaceuticals, textile and apparel authentication and secure documents/homeland security. If and
when we have significantly penetrated these markets, we intend to expand into additional related high volume markets.
Pursue Strategic Acquisitions and Alliances
We intend to pursue strategic acquisitions of companies and technologies that strengthen and complement our core technologies, improve our competitive positioning,
allow us to penetrate new markets, and grow our customer base. We also intend to work in collaboration with potential strategic partners in order to continue to market and sell
new product lines derived from, but not limited to, DNA technology.
Target Markets
We have begun offering our products and services in Europe and the United States and are targeting the following principal markets:
Cash-in-Transit
Cash-in-transit businesses transport and store bank notes and ATM cassettes. In the U.K. alone, there is an estimated £500 billion being transported each year, or £1.4
billion per day. The nature of this business makes cash-in-transit an attractive target for criminals, and as a result the industry invests in excess of £100 million per year in security
equipment and devices. Currently, a system of cash degradation, using a smoke or liquid dye to permanently mark and essentially destroy stolen bank notes, is used. The
incidence of cash-in-transit based crime has increased over 170% in London since 2006, according to the Metropolitan Police and the UK boasts the highest levels of cash-in-
transit crime in Europe.
We are able to incorporate our SigNature DNA Markers in cash degradation inks, including our Cashield degradation inks, that are used in the cash-in-transit
industry. This solvent-based ink marks bank notes if the cash box is compromised and has the ability to penetrate the bank notes rapidly and permanently. We believe our
SigNature DNA Markers are more resilient and detectable than other competing products. We believe that our Cashield degradation inks have exhibited superior penetration,
binding, fluorescence and wash resistant properties than other competing products.
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Textile and Apparel Authentication
Cotton classification and the authentication of cotton geographic origin are issues of global significance, important to brand owners and to governments that must
regulate international cotton trade. We believe that our SigNature DNA and BioMaterial Genotyping solutions could have significant potential applications for the enforcement of
cotton trade quotas in the U.S. and across the globe, and for legislated quality improvement within the industry. We believe that similar issues face the wool and other natural
product industries which is the next area we plan to target.
Secure Documents
Governments worldwide are increasingly faced with the problems of counterfeit currencies, official documents, and identity and security cards, as well as terrorism and
other security threats. Governments must also enforce the various anti-counterfeiting and anti-piracy regimes of their respective jurisdictions which becomes increasingly difficult
with the continued expansion of global trade. Our SigNature DNA solution can provide secure, forensic, and cost-effective anti-counterfeiting, anti-piracy and identification
solutions to local, state, and federal governments as well as the defense contractors and the other companies that do business with them. Our SigNature solution can be used for
all types of identification and official documents, such as:
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passports;
lawful permanent resident, or "green” cards;
visas;
drivers’ licenses;
Social Security cards;
military identification cards;
national transportation cards;
security cards for access to sensitive physical locations; and
other important identity cards, official documents and security-related cards.
Homeland Security
The U.S. military is facing the challenge of the increasing intrusion of counterfeit electronics and other parts into its supply lines. This problem isn’t limited to electronics.
Foreign suppliers using substandard materials could be producing rivets, bolts and screws that hold together everything from missile casings to ship ladders. The explosion of
counterfeit parts is being driven by an expanding global economy and an emphasis on low-price contracting — both of which come as the Pentagon is relying more heavily on
older platforms, with parts that are becoming obsolete. Even technology-sensitive space programs have been compromised by counterfeiters as reported by ABC News in March
2009. Our SigNature DNA solution can provide secure, forensic, and cost-effective anti-counterfeiting, anti-piracy and ident ification solutions to military organizations globally in
need of securing their supply chains.
Pharmaceuticals
The pharmaceutical industry also faces major problems relative to counterfeit, diluted, or falsely labeled drugs that make their way through healthcare systems worldwide,
posing a health threat to patients and a financial threat to drugmakers and distributors. As a result, the pharmaceutical industry and regulators are examining emerging anti-
counterfeit technologies, including RFID tags and EPCs to help stem the wave of counterfeit drugs and better track legitimate drugs from manufacturing through the supply
chain. Our SigNature DNA Markers can easily be embedded directly into pharmaceutical packaging or into RFID tags or EPCs attached to packaging, and since they are ingestible,
may be applied as part of a unit dose. According to the IACC, approximately 6% of pharmaceuticals worldwide are counterfeit. ; In some developing countries this figure rises to
80%.
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Consumer Products
Counterfeit items are a significant and growing problem with all kinds of consumer packaged goods, especially in the retail and apparel industries. According to the World
Customs Organization, up to $12 billion worth of clothing and accessories worldwide are fake, and Interpol reported $3 billion worth of fragrances and cosmetics are counterfeit
each year. In the United States, $1.29 billion dollars worth of seizures and losses were incurred resulting from counterfeit of apparel and other consumer products. We have
developed and are currently marketing a number of solutions aimed at brand protection and authentication for the retail and apparel industries, including the clothing, accessories,
fragrances and cosmetics segments. Our SigNature DNA solution can be used by manufacturers in these industries to combat counterfeiting and piracy of primary, secondary and
tertiary packaging, as well as the product itself, and to track products that have been lost in transit, whether misplaced or stolen.
Fine Wine
Vintners and purveyors of fine wine are also vulnerable to counterfeiting or product diversion. We believe our SigNature and BioMaterial Genotyping solutions can
provide vintners, purveyors of fine wines and organizations within the wine community several benefits:
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Verifed authenticity increases potential customers’ confidence in the product and their purchase decision;
For the vintner, the SigNature and BioMaterial Genotyping solutions can strengthen brand support and recognition, and offers the potential for improved
marketability and sales; and
SigNature DNA Markers can be embedded in bottles, labels, or both at the winery, and easily authenticated at the location of the wine distributor or auctioneer;
BioMaterial Genotyping allows the identification of wine based on the varietal of grape and the region it is grown in.
Law Enforcement
Law enforcement organizations are always looking for a system they can use which will provide absolute proof of authentication. Specifically developed for covert
operations, DNANet products form an invisible coating when applied to skin, plastics, metals, glass, wood and fabric. We believe that DNANet enhances law enforcement
effectiveness by providing forensic quality evidence.
Art & Collectibles
The fine art and collectibles markets are particularly vulnerable to counterfeiting, forgeries and fraud. Phony artwork and collectibles are often sold with fake or
questionable signatures or attributions. We believe our SigNature DNA Markers can safely be embedded directly in, and so can be used to designate and then authenticate all
forms of artwork and collectibles, including paintings, books, porcelain, marble, stone, bronzes, tapestries, glass and fine woodwork, including frames. We believe they can also be
embedded in any original supporting documentation related to the artwork or collectible, the signature of the artist and any other relevant material that would provide provenance,
such as:
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A signed certificate or statement of authenticity from a respected authority or expert on the artist;
An exhibition or gallery sticker attached to the art or collectible;
An original sales receipt;
A film or recording of the artist talking about the art or collectible;
An appraisal from a recognized authority or expert on the art or collectible; and
Letters or papers from recognized experts or authorities discussing the art or collectible.
Digital and Recording Media
The digital and recording media industry, including the segment that records computer software on compact discs, faces significant threats from piracy and the
counterfeiting and distribution of imitation media or software. In 2010 the Business Software Alliance ("BSA”) reported that in 2009, the United States software industry lost $8.4
billion as a result of software piracy, an increase of $1.6 billion over the previous year. An independent study conducted by IDC for the BSA reported that 20 percent of software in
the United States is unlicensed. Our SigNature DNA Markers can be embedded onto digital and recording media products, such as CDs, DVDs, videotapes and computer software,
as well as the packaging of these products.
-8-
Our Technology
Every living organism has a unique DNA code that determines the character and composition of its cells. The core technologies of our business allow us to use the DNA
of everyday plants to mark objects in a unique manner that we believe cannot be replicated, and then identify these objects by detecting the absence or presence of the DNA. Our
scientific team was able to develop genetic based assays and protocols to identify DNA markers that are endogenous to a particular plant in order to differentiate between
biological strains of cotton and we are now employing the same methodology in wool, wine and other natural products. In addition, in the case of Pima cotton, we have developed
proprietary technologies to differentiate between Pima (G. barbadense) and Non-Pima (G. hirsutum) cotton with absolute certainty. In t he process, we were also able to develop an
approach to attach an exogenous DNA marker to a finished textile product. Cotton classification and the authentication of cotton geographic origin are issues of global
significance, important to brand owners and to governments that must regulate the international cotton trade. The use of DNA to identify the cotton fiber content of finished
textiles is a significant opportunity for license holders to control their brand and for governments to improve their ability to enforce compliance with trade agreements between
nations. In addition to the global cotton trade, the markets for BioMaterial Genotyping include biotherapeutics, nutraceuticals, natural foods, wines and fermented alcohols and
other natural textiles.
SigNature DNA Encryption
Our patent pending encryption system allows us to isolate strands of botanical DNA and then fragment and reconstitute them to form unique "DNA chimers”, or
encrypted DNA segments, whose sequences are known only to us.
SigNature DNA Encapsulation
Our patented encapsulation system allows us to apply a protective coating to encrypted DNA chimers, creating a SigNature DNA Marker that is resistant to heat, organic
solvents, chemicals and UV radiation, and so can be identified for hundreds of years after being embedded directly, or into media applied or attached to the item to be marked.
SigNature DNA Embedment
Our patented embedment system allows us to incorporate our SigNature DNA Markers into a broad variety of media, such as petroleum and petroleum derivatives, inks,
dyes, laminates, glues, threads, and textiles.
SigNature DNA Authentication
Our patent pending forensic level authentication methods allow us to unlock the encrypted DNA chimers by using PCR techniques and proprietary primers that were
specifically designed by us to detect the DNA sequences we encrypted and embedded into the product or other item. Detection of the DNA chimers unique to a particular item or
series of items allows us to authenticate its or their origin.
Products and Services
Our SigNature DNA solution consists of three steps: creating and encapsulating a specific encrypted DNA segment, applying it to a product or other item, and detecting
the presence or absence of the specific segment. We plan for the first two steps to be controlled exclusively by us and our certified agents to ensure the security of SigNature
DNA Markers. Once applied, the presence of any of our SigNature DNA Markers can be detected by us or a customer in a simple spot test, or a sample taken from the product or
other item can be analyzed forensically to obtain definitive proof of the presence or absence of a specific type of SigNature DNA Marker (e.g., one designed to mark a particular
product).
Creating a Customer or Product-Specific SigNature DNA Marker
Our SigNature DNA Markers are botanical DNA segments custom manufactured by us to identify a particular class of or individual products or items. During this
manufacturing process, we scramble and encrypt a naturally occurring botanical DNA code segment or segments, and then encapsulate the resulting DNA segment utilizing our
proprietary SigNature DNA Encapsulation system. We then record and store the sequence of the DNA segment in a secure database in order that we can later detect it.
-9-
Embedding the SigNature DNA Marker
Our SigNature DNA Markers may be directly embedded in products or other items, or otherwise attached by embedding them into media that is incorporated in or attached
to the product or item. For example, we can embed SigNature DNA Markers directly in paper, metal, plastics, stone, ceramic, and other materials. Media in which we can embed
SigNature DNA Markers include:
SigNature DNA Ink: Our SigNature DNA Ink can be applied directly or on a label that is then affixed to the product or item. SigNature DNA Ink is highly durable and
degradation resistant. SigNature DNA Ink can be visible (colored) or invisible. This makes it possible to mark products with a visible, or overt, and/or invisible, or covert,
SigNature DNA Marker on any tangible surface such as a label. The location of covert Signature DNA Markers on a product are recorded and stored in a secure database. Similar
media like varnish and paints can also be used instead of ink. Sporting event tickets have been prototy ped using our SigNature DNA Ink. In addition, our SigNature DNA Ink is
being tested in government documents, auto parts, luxury goods and consumer products. Other examples of where our SigNature DNA Inks can be used include:
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artwork and collectibles (paintings, artifacts, antiques, stamps, coins, documents, collectibles and memorabilia);
corporate documents (confidential, date and time dependent documents or security clearance documents);
financial instruments (currency, stock certificates, checks, bonds and debentures);
retail items (event tickets, VIP tickets, clothing labels, luxury products);
pharmaceuticals (tablet, capsule and pill surface printing); and
other miscellaneous items (lottery tickets, inspection stamps, custom seals, passports and visas, etc.).
We have also developed a portfolio of SigNature DNA containing thermal transfer ribbons. These products will allow retailers to protect at the point-of-sale by printing
price labels, hang tags, event tickets and even credentials with customized SigNature markers. We are also able to mark cartridges of laser printers with SigNature DNA.
SigNature DNA Thread: Our SigNature DNA Thread, which can consist of any fabric from cotton to wool, is embedded with SigNature DNA Markers and can be used to
mark and authenticate products and other items incorporating textiles. For example, SigNature DNA Thread can be incorporated in a finished garment, bag, purse, shoe or other
product or item. SigNature DNA Thread can help textile vendors, clothing and accessory manufacturers and governments authenticate thread, yarn and fabric at any stage in the
supply chain. We can also embed our SigNature DNA Markers into raw cotton fiber before manufacture of a finished cotton textile pro duct (e.g., a t-shirt) and authenticate a
finished cotton product. We have completed our feasibility studies with the Textile Centre of Excellence consortium of companies (Leeds, UK) to demonstrate how our SigNature
DNA can be used to authenticate textiles at all points of the supply chain through to the end user. In addition, we have demonstrated the integration of SigNature DNA with
existing manufacturing processes to produce threads, labels and fabrics manufactured by Yorkshire-based companies and are beginning to work on commercial projects with these
companies.
Cashield™ Security Ink: In 2010, we developed a new product line, Cashield™, which is a family of cash degradation inks that permanently stain bank notes stolen from
cash-handling or ATM systems. Cashield extends our offering beyond our prior singular product, AzSure®, to a family of security inks that include Red, Violet, Green, Teal, Indigo,
and the original AzSure® Blue. Current degradation dyes suffer from a critical technical weakness, as the dyes may be removed by the use of solvents. We initiated the
development of Cashield in response to demand for a more effective carrier for our SigNature DNA markers. Cashield has been certified for use in the EU by the Laboratoire
National de Métrologie et d’Essais (LNE) and passed all 47 individual dye penetration and wash-out-resistance tests. Additionally, a CViT study presented by the University of
Leeds cited Cashield AzSure Blue ink as having improved performance versus staining inks from other suppliers. In this study, the AzSure blue ink was tested across a range of
currencies, including British pounds, Euros, and U.S. dollars. The evaluation involved exposure to numerous industrial solvents. Final analysis of the results concluded that the
AzSure blue ink was bound strongly in five seconds or less to a variety of banknotes, and could not be removed with any solvent.
DNANet: In 2010, we developed DNANet tactical DNA products for law enforcement, in the form of DNA-marked fixative sprays and liquids as well as transferable grease.
These products, being marketed to global police forces were created to help link criminals to crimes. DNANet is a tactical forensic system providing unique DNA codes for covert
operations that require absolute proof of authentication.
-10-
Other Security Devices: Our SigNature DNA Markers can also be embedded onto printed barcodes, RFID tags, optical memory strips, holograms, tamper proof labels and
other security devices incorporated into products and other items for various security-related purposes.
SigNature DNA Detection and Product Authentication
We now offer a full range of detection options from instant rapid screening to more detailed forensic level authentication:
Level 1 "Spot Test” Detection: We offer rapid readers capable of instantly testing for the presence or absence of any of our SigNature DNA Markers.
Level 2 Forensic DNA Authentication: When a forensic level of authentication is necessary, we offer in-field or in-house forensic DNA authentication that will confirm
authentication sequences in approximately 24 hours.
Sales and Marketing
As of December 15, 2010, we had five employees engaged in sales and marketing. We expect to hire additional sales directors and/or consultants to assist us with sales
and marketing efforts with respect to our ten target vertical markets.
Research and Development
Our research and development efforts are primarily focused on the development of prototypes of new versions of our products using our existing technologies for review
by prospective customers, such as different types of SigNature DNA Ink and SigNature DNA Thread. We are also focused on the identification of additional genotyping
markers. Nonetheless, we believe that our development of new and enhanced technologies relating to our business may be important to our future success, and we continue to
examine whether investments in the research and development of such technologies is merited.
Manufacturing
We have the capability to manufacture SigNature DNA Markers, covert DNA Ink, and SigNature PCR Kits at our laboratories in Stony Brook. We rely upon other
companies to manufacture our overt color-changing DNA Ink. We also have in-house capabilities to complete all BioMaterial Genotyping authentications.
Distribution of our Products and Commercial Agreements
Cash-in Transit. We can use our SigNature DNA platform to offer a forensic security solution for banks and institutions operating in the cash-in-transit industry,
including automated teller machine (ATM) operations and banknote transportation and storage. We can embed our SigNature DNA Marker into cash degradation inks that are
placed in cash-in-transit boxes. If a cash box is compromised or illegally accessed, the security device discharges the liquid cash degradation dye into the banknotes, which can be
detected after the banknotes are recovered by police. Since January 2008, we have been engaged with Loomis Group U.K., a cash-h andling company, and Spinnaker International,
a cash-in-transit box manufacturer, pursuant to which we provide signature DNA for use in boxes and authentication and expert witness reports. In July 2009, we joined Banknote
Watch, a national U.K.-based crime prevention initiative.
IIMAK Agreement. On April 18, 2007, we entered into a Joint Development and Marketing Agreement with International Imaging Materials, Inc., or IIMAK. In this
agreement with IIMAK, the parties agreed to jointly develop thermal transfer ribbons incorporating our SigNature DNA Markers to help prevent counterfeiting and product
diversion for an initial six (6) month period. Upon the successful development of commercially feasible ribbons incorporating SigNature DNA Markers, we will be paid royalties
based on a calculation of net receipts by IIMAK from sales of such products. We will receive the exclusive right to supply DNA taggants to IIMAK and IIMAK will receive th e
exclusive right to manufacture and sell such products worldwide. In February 2008, we completed the joint development stage of this agreement and initiated pilot manufacturing of
IIMAK thermal transfer ribbons embedded with SigNature DNA. As of December 15, 2010, we have received the exclusive right to supply DNA taggants but have not been paid
royalties.
Printcolor Agreement. On September 16, 2009, we entered into a Supply and Distribution Agreement, pursuant to which Printcolor Screen Ltd. has agreed to manufacture
and supply to us on an exclusive basis AzSure security ink for an initial period of five years, unless the agreement is mutually terminated by the parties or terminated for material
breach.
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Supima Cotton Agreement. On June 27, 2007, we entered into a Feasibility Study Agreement with Supima, a non-profit organization for the promotion of U.S. pima cotton
growers. In connection with the agreement we undertook a study of the feasibility of establishing a method or methods to authenticate and identify U.S. produced pima cotton
fibers. We received payments from Supima upon signing of the agreement and in installments beginning on July 6, 2007 through completion of the feasibility study. The feasibility
study was successfully completed in the first quarter of 2008. We have begun a preliminary launch of authentic ation services and we may in the future offer authentication
services to member companies of Supima (as well as non-member companies) to confirm the Supima cotton content of textile items such as apparel and home fashion products. We
are obligated to pay Supima a percentage of any fees that we receive from such companies for authentication services we provide them. We are also obligated to pay Supima fifty
percent of the aggregate amount of payments that we received from Supima for the feasibility study out of any fees we receive from providing authentication services. In addition,
until the earlier of either (i) five years from June 18, 2007 or (ii) the repayment to Supima of fifty percent of the aggregate amount of payments that we received from Supima for the
feasibility study, we are obligated to pay Supima a fee for each authentication service that we provide. The agreement may be terminated by us or Supima after sixty (60) days upon
fourteen (14) days prior written notice.< /font>
Textile Centre of Excellence. On August 11, 2008, we entered into an Agreement with Huddersfield and District Textile Training Company Limited. We have agreed to
undertake a study to demonstrate how our SigNature DNA can be used to authenticate textiles at all points of the supply chain through to the end user. In addition, this study will
demonstrate the integration of SigNature DNA with existing manufacturing processes to produce threads, labels and fabrics manufactured by Yorkshire-based companies. The
funding for Phase I of the study, which ran through December 2008, totaled £50,000. In June 2010, we received our first or der as part of our participation in the multi-year contract
funded by the European Regional Development Fund and Yorkshire Forward. The initiating order (approximately $50,000) commences a three-year commitment of $1,500,000 to the
program.
Nissha Agreement. On December 14, 2009, we entered into a Supply Agreement with Nissha Printing Co., Ltd. ("Nissha”), an international printing company. In the
agreement, we agreed to supply our authentication marks to Nissha to be incorporated into their printing ink. We will receive an initial fee, annual fee and authentication mark fee
for each unique authentication mark purchased. Additional fees may be received if more than 10 authentications per year are ordered by Nissha.
In addition, on December 21, 2009, we entered into a Supply Agreement with an international company. In the agreement, we agreed to supply the company with our
authentication marks for an initial period of five years. We will receive an annual fee for each unique authentication mark purchased. There is the potential to receive additional fees
if more than three authentications per year are ordered. In exchange for exclusive rights in a specific field, the company has agreed to minimum volume purchases for each year of
the agreement.
Biowell Agreement. In the first half of 2005, Biowell Technology, Inc. ("Biowell”) transferred substantially all of its intellectual property to Rixflex Holdings Limited, a
British Virgin Islands company, and on July 12, 2005, Rixflex Holdings Limited merged with and into our wholly-owned subsidiary APDN (B.V.L.) Inc., a British Virgin Islands
company. The shareholders of Rixflex Holdings Limited received 36 million shares of our common stock in consideration of this merger. In connection with the acquisition of this
Biowell intellectual property, we terminated our existing license agreement and on July 12, 2005, we entered into a license agree ment with Biowell, under which we granted Biowell
an exclusive license to sell, market, and sub-license certain of our products in Australia, certain countries in Asia and certain Middle Eastern countries. By letter dated November 1,
2007, we terminated Biowell’s rights as license with respect to Australia, China and certain other countries in Asia because of Biowell’s failure to pay us certain fees, payments or
consideration in connection with the grant of the license. In addition, we terminated the exclusivity of the license with respect to certain Middle Eastern and other Asian countries
because of Biowell’s failure to meet certain minimum annual net sales in each of the various countries covered by the license.
Competition
The principal markets for our offerings are intensely competitive. We compete with many existing suppliers and new competitors continue to enter the market. Many of
our competitors, both in the United States and elsewhere, are major pharmaceutical, chemical and biotechnology companies, or have strategic alliances with such companies, and
many of them have substantially greater capital resources, marketing experience, research and development staff, and facilities than we do. Any of these companies could succeed
in developing products that are more effective than the products that we have or may develop and may be more successful than us in producing and marketing their existing
products. Some of our competitors that operate in the anti-counterfeiting and fraud prevention markets include: Ame rican Bank Note Holographics, Inc., Applied Optical
Technologies, Authentix, ChemTAG, Collectors Universe Inc., Collotype, Data Dot Technology, De La Rue Plc., Digimarc Corp., DNA Technologies, Inc., ID Global, Informium AG,
Inksure Technologies, Kodak, L-1 Identity Solutions, Manakoa, Media Sec Technologies, November AG, opSec Security Group plc., SmartWater Technology, Inc., Sun Chemical
Corp, Tracetag, Prooftag SAS, and Warnex.
-12-
Some examples of competing security products include:
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fingerprint scanner (a system that scans fingerprints before granting access to secure information or facilities);
voice recognition software (software that authenticates users based on individual vocal patterns);
cornea scanner (a scanner that scans the iris of a user’s eye to compare with data in a computer database);
face scanner (a scanning system that uses complex algorithms to distinguish one face from another);
integrated circuit chip & magnetic strips (integrated circuit chips that receive and, if authentic, send a correct electric signal back to the reader, and magnetic
strips that contain information, both of which are common components of debit and credit cards);
optically variable microstructures (these include holograms, which display images in three dimensions and are generally difficult to reproduce using advanced
color photocopiers and printing techniques, along with other devices with similar features);
elemental taggants and fluorescence (elemental taggants are various unique substances that can be used to mark products and other items, are revealed by
techniques such as x-ray fluorescence); and
radioactivity & rare molecules (radioactive substances or rare molecules which are uncommon and readily detected).
We expect competition with our products and services to continue and intensify in the future. We believe competition in our principal markets is primarily driven by:
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product performance, features and liability;
price;
timing of product introductions;
ability to develop, maintain and protect proprietary products and technologies;
sales and distribution capabilities;
technical support and service;
brand loyalty;
applications support; and
breadth of product line.
If a competitor develops superior technology or cost-effective alternatives to our products, our business, financial condition and results of operations could be
significantly harmed.
Proprietary Rights
We believe that our 14 patents, 8 patents pending, 13 provisional patents, 8 registered trademarks, and 4 registered trademarks pending, which are described in the table
below, and our trademarks, trade secrets, copyrights and other intellectual property rights are important assets for us.
-13-
Patents Issued:
PATENTS
Patents Issued
Patent Name
Patent No
Assignee of Record
Date Issued
Jurisdiction
Nucleic Acid as Marker for Product
Anticounterfeiting and Identification
Method of using ribonucleic acid as marker for
product anti-counterfeit labeling
EppenLocker (A Leakage Prevention Apparatus
of Microcentrifuge)
Multiple Tube Structure for Multiple PCR in a
Closed Container
A Device for Multiple Polymerase Chain
Reactions In a Closed Container and a Method
of Using Thereof
A Method of marking solid or liquid substances
with nucleic acid for anti-counterfeiting and
authentication
A novel nucleic acid based steganography
system and applications thereof
(570982/196181)
89108443
CN1324955
00107580.2
529633
203050
519130
205554
231311
7115301
(10/748,412)
APDN (B.V.I.) Inc.
APDN (B.V.I.) Inc.
APDN Inc.
APDN Inc.
APDN Inc.
1/11/2004 – 3/16/2020
3/17/2000
2/2/2005
4/21/2003-3/9/2012
3/10/2000
1/21/2003-6/19/2012
6/20/2000
4/21/2005-6/12/2020
6/12/2000
Taiwan
China
Taiwan
Taiwan
Taiwan
APDN (B.V.I.) Inc.
10/3/2006
United States
MY 135976-A
APDN (B.V.I.) Inc.
7/31/2008
Malaysia
KR 20050025256
679484
(61387/2004)
JP2004159502
3930794
Method for Mixing Ribonucleic Acid in Water
Insoluble Media and Application Thereof
Method for Mixing Ribonucleic Acid in Water
Insoluble Media and Application Thereof
Method of dissolving nucleic acid in water
insoluble medium and its application
A Nucleic Acid Based Steganography System
and Application thereof
A Nucleic Acid Based Steganography System
and Application Thereof
System and Method for authenticating multiple
components associated with a particular product WO2006127558 A2
EP1394544
CN100349315C
03155949.2
DE 602004007474.8
EP1568783
APDN (B.V.I.) Inc.
Rixflex Holding Limited*
APDN (B.V.I.) Inc.
APDN (B.V.I.) Inc.
APDN (B.V.I.) Inc.
APDN (B.V.I.) Inc
APDN
-14-
3/14/2005
8/3/2005
6/10/2004
8/31/2002
3/3/2004
11/7/2007
(8/27/2003)
Korea
Japan
EU
China
8/31/2005
EU
4/24/2008
Germany
11/30/2006
EU
Patents Pending
Patent Name
Publication No
Filed in Name of
Date Published
Jurisdiction
Method for Mixing Nucleic Acid in Water
Insoluble Media and Application Thereof
Novel nucleic acid based steganography system
and application thereof
Cryptic method of secret information carried in
DNA molecule and it deencryption method
A novel nucleic acid based steganography
system and applications thereof
A novel nucleic acid based steganography
system and applications thereof
A Method for encrypting and decrypting specific
message by using nucleic acid molecules
Methods and Systems for the Generation of
Plurality of Security Markers and the Detection
Thereof
Published Patent Applications
20040058374
(10/645,602)
20050059059
(10/909,431)
200506064
(921221490)
1-2004-00742
092819
JP2005055900
2004-225987
P-00200400374
Rixflex Holdings Limited*
3/25/2004
United States
Rixflex Holdings Limited*
3/17/2005
United States
APDN (B.V.I.) Inc.
APDN (B.V.I.) Inc.
APDN (B.V.I.) Inc.
pending
Rixflex Holdings Limited*
APDN (B.V.I.) Inc
8/6/2003
Taiwan
8/4/2004
Vietnam
8/4/2004
Thailand
3/3/2005
8/4/2004
Japan
Indonesia
12/690,799
APDN (B.V.I.) Inc.
None
United States
Patent Name
Patent Appl. No
Assignee of Record
Publication
Date
Jurisdiction
System and Method for Marking Textiles with
Nucleic Acids
System and Method for Authenticating Multiple
Components Associated with a Particular Good
System and Method for Secure Document
Printing and Detection
System and Method for Authenticating Tablets
System and Method for Authenticating Sports
Identification Goods
Optical Reporter Compositions
Methods for Covalent Linking of Optical
Reporters
Method for Authenticating Articles with Optical
Reporters
Methods for Genetic Analysis of Textiles made
of Gossypium Barbadense and Gossypium
Hirsutum Cotton
Methods for Genetic Analysis of Textiles made
of Gossypium Barbadense and Gossypium
Hirsutum Cotton
Methods for Genotyping Mature Cotton Fibers
and Textiles
Methods for Genotyping Mature Cotton Fibers
and Textiles
Incorporating Water Soluble Security Markers
into Cyanoacrylate Solutions
publication # 20050112610
(10/825,968)
20070048761
(11/437,265)
20090042191
(11/954,044)
20090075261
(11/954,055)
20080293052
(11/954,051)
20080299667
(11/954,030)
20080312427
(11/954,009)
20080299559
(11/954,038)
Published by WIPO
WO 2010/056642
12/269,737
Published by WIPO
WO 2010/056642
PCT/US09/63814
Published by WIPO
WO 2010/056645
12/269,757
Published by WIPO
WO 2010/056645
PCT/US09/63818
20090286250
(12/465,450)
APDN (B.V.I.) Inc.
APDN (B.V.I.) Inc.
APDN (B.V.I.) Inc.
APDN (B.V.I.) Inc.
APDN (B.V.I.) Inc.
APDN (B.V.I.) Inc.
APDN (B.V.I.) Inc.
APDN (B.V.I.) Inc.
5/26/2005
United States
3/1/2007
United States
2/12/2009
United States
3/19/2009
United States
11/27/2008
United States
12/4/2008
United States
12/12/2008
United States
12/4/2008
United States
APDN (B.V.I.) Inc.
05/20/2010.
United States
APDN (B.V.I.) Inc.
05/20/2010 WIPO
APDN (B.V.I.) Inc.
APDN (B.V.I.) Inc.
APDN (B.V.I.) Inc.
-15-
Published by WIPO
05/20/2010.
United States
05/20/2010 WIPO
11/19/2009
United States
TRADEMARKS
Registered
APPLIED DNA
SIGNATURE
SIGNATURE
SIGNATURE
AZSURE
AZSURE
RAPIDNA
FIBERTYPING
Pending
TM Reg #
Assignee of Record
Registered
Jurisdiction
3489209
3482366
005419031
1143760
3698729
1022396
1048621
3862228
APDN
APDN
Apdn
APDN
APDN
APDN
APDN (BVI)
APDN (BVI)
8/19/2008
8/5/2008
10/26/2006
10/27/2006
10/20/2009
11/09/2009
08/12/2010
10/12/2010
United States
United States
EU
Australia
United States
EU
EU
United States
TM Reg #
Assignee of Record
Filed
Jurisdiction
BIOMATERIAL GENOTYPING
PIMATYPING
RAPIDNA
SMARTDNA
77/771522
77/728511
85/070,474
85/105,993
* Rixflex has been merged with and into APDN (B.V.I.) Inc.
APDN
APDN
APDN
APDN
6/30/2009
05/04/2009
06/24/2010
08/12/2010
United States
United States
United States
United States
However, there are events that are outside of our control that pose a threat to our intellectual property rights as well as to our products and services. For example,
effective intellectual property protection may not be available in every country in which our products and services are distributed. The efforts we have taken to protect our
proprietary rights may not be sufficient or effective. Any significant impairment of our intellectual property rights could harm our business or our ability to compete. Protecting our
intellectual property rights is costly and time consuming. Any increase in the unauthorized use of our intellectual property could make it more expensive to do business and harm
our operating results. Although we seek to obtain patent protection for our i nnovations, it is possible we may not be able to protect some of these innovations. Given the costs of
obtaining patent protection, we may choose not to protect certain innovations that later turn out to be important. There is always the possibility that the scope of the protection
gained from one of our issued patents will be insufficient or deemed invalid or unenforceable. We also seek to maintain certain intellectual property as trade secrets. This secrecy
could be compromised by third parties, or intentionally or accidentally by our employees, which would cause us to lose the competitive advantage resulting from these trade
secrets.
Additionally, litigation regarding patents and other intellectual property rights is extensive in the biotechnology industry. In the event of an intellectual property dispute,
we may be forced to litigate. This litigation could involve proceedings instituted by the U.S. Patent and Trademark Office or the International Trade Commission, as well as
proceedings brought directly by affected third parties. Intellectual property litigation can be extremely expensive, and these expenses, as well as the consequences should we not
prevail, could seriously harm our business. If a third party claims an intellectual property right to technology we use, we might need to discontinue an important product or product
line, alter our products and processes, pay license fees or cease our affected business activities. Alt hough we might under these circumstances attempt to obtain a license to this
intellectual property, we may not be able to do so on favorable terms, or at all.
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In connection with a private placement of senior secured convertible notes on July 15, 2010, we granted a security interest in all of our assets, and the assets of APDN
(B.V.I.), which includes all of our patents and trademarks.
Employees
Presently, we currently have 14 full-time employees and two part-time employees, including two in management, eight in operations, five in sales and marketing and one in
investor relations. None of our employees are covered by collective bargaining agreements, and we believe our relations with our employees are favorable.
Available Information
We are subject to the informational requirements of the Exchange Act, which requires us to file our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q,
Current Reports on Form 8-K, amendments to such reports and other information with the Securities and Exchange Commission ("SEC”). This information is available at the SEC’s
Public Reference Room at 100 F Street, NE, Washington, D.C. 20549. Information on the operation of the Public Reference Room can be obtained by calling the SEC at 1-800-SEC-
0330. Because we file documents electronically with the SEC, you may also obtain this information by visiting the SEC’s website at www.sec.gov. Our web site is locate d at
www.adnas.com.
ITEM 1A. RISK FACTORS.
Because of the following factors, as well as other variables affecting our operating results and financial condition, past financial performance may not be a reliable
indicator of future performance, and historical trends should not be used to anticipate results or trends in future periods.
Risks Relating to Our Business:
We have a short operating history, a relatively new business model, and have not produced significant revenues. This makes it difficult to evaluate our future prospects and
increases the risk that we will not be successful.
We have a short operating history with our current business model, which involves the marketing, sale and distribution of anti-counterfeiting and product authentication
solutions. Our operations since inception have produced limited revenues, and may not produce significant revenues in the near term, or at all, which may harm our ability to
obtain additional financing and may require us to reduce or discontinue our operations. If we create significant revenues in the future, we will derive most of such revenues from
the sale of anti-counterfeiting and product authentication solutions, which are immature industries. You must consider our business and prospects in light of the risks and
difficulties we will encounter as an early-stage company in a new and rapidly evolving industry. We may not be able to successfully address these risks and difficulties, which
could significantly harm our business, operating results, and financial condition.
We have a history of losses from operations which may continue, and which may harm our ability to obtain financing and continue our operations.
We incurred net operating losses of $7.1 million for the year ended September 30, 2010 and $6.9 million for the year ended September 30, 2009. These net operating losses
have principally been the result of the various costs associated with our selling, general and administrative expenses as we commenced operations, acquired, developed and
validated technologies, began marketing activities, and incurred interest expense on notes and warrants we issued to obtain financing. Our operations are subject to the risks and
competition inherent in a company that moved from the development stage to an operating company. We may not generate sufficient revenues from operations to achieve or
sustain profitability on a quarterly, annual or any other basis in the future. Our revenues and profits, if any, wi ll depend upon various factors, including whether our existing
products and services or any new products and services we develop will achieve any level of market acceptance. If we continue to incur losses, our accumulated deficit will
continue to increase, which might significantly impair our ability to obtain additional financing. As a result, our business, results of operations and financial condition would be
significantly harmed, and we may be required to reduce or terminate our operations.
We will require additional financing which may require the issuance of additional shares which would dilute the ownership held by our stockholders.
We will need to raise funds through either debt or the sale of our shares in order to achieve our business goals. Any shares issued would further dilute the percentage
ownership held by the stockholders. Furthermore, if we raise funds in equity transactions through the issuance of convertible securities which are convertible at the time of
conversion at a discount to the prevailing market price, substantial dilution is likely to occur resulting in a material decline in the price of your shares.
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If we are unable to obtain additional financing our business operations will be harmed or discontinued, and if we do obtain additional financing our stockholders may suffer
substantial dilution.
We believe that our existing capital resources will enable us to fund our operations until approximately March 2011. We believe we will be required to seek additional
capital to sustain or expand our prototype and sample manufacturing, and sales and marketing activities, and to otherwise continue our business operations beyond that date. We
have no commitments for any future funding, and may not be able to obtain additional financing or grants on terms acceptable to us, if at all, in the future. If we are unable to
obtain additional capital this would restrict our ability to grow and may require us to curtail or discontinue our business operations. Additionally, while a reduction in our business
operations may prolong our ability to operate, that reduction would harm our ability to implement our business strategy. If we can obtain any equity financing, it may involve
substantial dilution to our then existing stockholders.
Our independent auditors have expressed substantial doubt about our ability to continue as a going concern, which may hinder our ability to obtain future financing.
In their report dated December 15, 2010, our independent auditors stated that our financial statements for the year ended September 30, 2010 were prepared assuming that
we would continue as a going concern, and that they have substantial doubt about our ability to continue as a going concern. Our auditors’ doubts are based on our negative
working capital of $2.5 million, recurring net operating loss of $7.1 million, and capital deficiency of $1.6 million for the year ended September 30, 2010. We continue to experience
net operating losses. Our ability to continue as a going concern is subject to our ability to generate a profit and/or obtain necessary funding from outside sources, including the
sale of our securities, obtaining loans from financial institutions, or obtaining grants from various o rganizations or governments, where possible. Our continued net operating
losses and our auditors’ doubts increase the difficulty of our meeting such goals and our efforts to continue as a going concern may not prove successful.
General economic conditions and the current global financial crisis may adversely affect our business, operating results and financial condition.
A general weakening or decline in the global economy or a period of economic slowdown may have serious negative consequences for our business and operating
results. Since our customers incorporate our products into a variety of consumer goods, the demand for our products is subject to worldwide economic conditions and their impact
on levels of consumer spending. Some of the factors affecting consumer spending include general economic conditions, unemployment, consumer debt, reductions in net worth
based on recent severe market declines, residential real estate and mortgage markets, taxation, energy prices, interest rates, consumer confidence and other macroeconomic
factors. During a period of economic weakness or uncertainty, demand for consumer goods incorporating our products may weaken, and current or potential customers may defer
purchases of our products. Although global economic conditions have improved somewhat since the extreme economic contraction in fiscal years 2008 and 2009, there is still
significant uncertainty in the global economy, and there is no guarantee that the global economy will remain in this improved state.
The recent distress in the credit and financial markets has also resulted in extreme volatility in security prices and diminished liquidity. While markets seemed to have
stabilized, there can be no assurance that our liquidity will not be affected by changes in the financial markets and the global economy. Moreover, the current crisis has had a
significant material adverse impact on a number of financial institutions and has limited access to capital and credit for many companies. This could, among other things, make it
more difficult for us to obtain, or increase our cost of obtaining, capital and financing for our operations. Our access to additional capital may not be available on terms acceptable
to us or at all.
If our existing products and services are not accepted by potential customers or we fail to introduce new products and services, our business, results of operations and financial
condition will be harmed.
There has been limited market acceptance of our botanical DNA encryption, encapsulation, embedment and authentication products and services to date. Some of the
factors that will affect whether we achieve market acceptance of our solutions include:
● availability, quality and price relative to competitive solutions;
● customers’ opinions of the solutions’ utility;
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● ease of use;
● consistency with prior practices;
● scientists’ opinions of the solutions’ usefulness;
● citation of the solutions in published research; and
● general trends in anti-counterfeit and security solutions’ research.
The expenses or losses associated with the continued lack of market acceptance of our solutions will harm our business, operating results and financial condition.
Rapid technological changes and frequent new product introductions are typical for the markets we serve. Our future success may depend in part on continuous, timely
development and introduction of new products that address evolving market requirements. We believe successful new product introductions may provide a significant
competitive advantage because customers invest their time in selecting and learning to use new products, and are often reluctant to switch products. To the extent we fail to
introduce new and innovative products, we may lose any market share we then have to our competitors, which will be difficult or impossible to regain. Any inability, for
technological or other reasons, to successfully develop and introduce new products could reduce our growth rate or damage our busine ss. We may experience delays in the
development and introduction of products. We may not keep pace with the rapid rate of change in anti-counterfeiting and security products’ research, and any new products
acquired or developed by us may not meet the requirements of the marketplace or achieve market acceptance.
If we are unable to retain the services of Drs. Hayward or Liang we may not be able to continue our operations.
Our success depends to a significant extent upon the continued service of Dr. James A. Hayward, one of our directors, our President and Chief Executive Officer; and Dr.
Benjamin Liang, our Secretary and Strategic Technology Development Officer. We do not have employment agreements with Drs. Hayward or Liang. Loss of the services of Drs.
Hayward or Liang could significantly harm our business, results of operations and financial condition. We do not maintain key-man insurance on the lives of Drs. Hayward or
Liang. During fiscal 2010, Dr. Hayward provided $725,000 in loans to the Company. In the absence of any other financing, curtailment of cash investments by Dr. Hayward could
harm our cash availability and our ability to fund our operations.
The markets for our anti-counterfeiting and product authentication solutions are very competitive, and we may be unable to continue to compete effectively in these industries
in the future.
The principal markets for our anti-counterfeiting and product authentication solutions are intensely competitive. Many of our competitors, both in the United States and
elsewhere, are major pharmaceutical, chemical and biotechnology companies, or have strategic alliances with such companies, and many of them have substantially greater capital
resources, marketing experience, research and development staff, and facilities than we do. Any of these companies could succeed in developing products that are more effective
than the products that we have or may develop and may be more successful than us in producing and marketing their existing products. Some of our competitors that operate in
the anti-counterfeiting and fraud prevention markets include: Authentix, Collectors Universe Inc., Data Dot Technology, Digimarc Corp., DNA Technologies, Inc., ID Global,
Informium AG, Inksure Technologies, Kodak, L-1 Identity Solutions, Manakoa, OpSec Security Group, SmartWater Technology, Inc., Sun Chemical Corp, and Tracetag.
We expect this competition to continue and intensify in the future. Competition in our markets is primarily driven by:
● product performance, features and liability;
● price;
● timing of product introductions;
● ability to develop, maintain and protect proprietary products and technologies;
● sales and distribution capabilities;
● technical support and service;
● brand loyalty;
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● applications support; and
● breadth of product line.
If a competitor develops superior technology or cost-effective alternatives to our products, our business, financial condition and results of operations could be
significantly harmed.
We need to expand our sales, marketing and support organizations and our distribution arrangements to increase market acceptance of our products and services.
We currently have few sales, marketing, customer service and support personnel and will need to increase our staff to generate a greater volume of sales and to support
any new customers or the expanding needs of existing customers. The employment market for sales, marketing, customer service and support personnel in our industry is very
competitive, and we may not be able to hire the kind and number of sales, marketing, customer service and support personnel we are targeting. Our inability to hire qualified sales,
marketing, customer service and support personnel may harm our business, operating results and financial condition. We do not currently have any arrangements with any
distributors and we may not be able to enter into arrangements with qualified distributors on acceptable terms or at all. ; If we are not able to develop greater distribution capacity,
we may not be able to generate sufficient revenue to support our operations.
A manufacturer’s inability or willingness to produce our goods on time and to our specifications could result in lost revenue and net losses.
Though we manufacture prototypes, samples and some of our own products, we currently do not own or operate any significant manufacturing facilities and depend upon
independent third parties for the manufacture of some of our products to our specifications. The inability of a manufacturer to ship orders of such products in a timely manner or to
meet our quality standards could cause us to miss the delivery date requirements of our customers for those items, which could result in cancellation of orders, refusal to accept
deliveries or a reduction in purchase prices, any of which could harm our business by resulting in decreased revenues or net losses upon sales of products, if any sales could be
made.
If we need to replace manufacturers, our expenses could increase, resulting in smaller profit margins.
We compete with other companies for the production capacity of our manufacturers and import quota capacity. Some of these competitors have greater financial and
other resources than we have, and thus may have an advantage in the competition for production and import quota capacity. If we experience a significant increase in demand, or if
our existing manufacturers must be replaced, we will need to establish new relationships with another or multiple manufacturers. We cannot assure you that this additional third
party manufacturing capacity will be available when required on terms that are acceptable to us or terms similar to those we have with our existing manufacturers, either from a
production standpoint or a financial standpoint. We do not have long-term contracts with our manufacturers, and our manufacturers do not produce our products
exclusively. Should we be forced to replace our manufacturers, we may experience an adverse financial impact, or an adverse operational impact, such as being forced to pay
increased costs for such replacement manufacturing or delays upon distribution and delivery of our products to our customers, which could cause us to lose customers or lose
revenues because of late shipments.
If a manufacturer fails to use acceptable labor practices, we might have delays in shipments or face joint liability for violations, resulting in decreased revenue and increased
expenses.
While we require our independent manufacturers to operate in compliance with applicable laws and regulations, we have no control over their ultimate actions. While our
internal and vendor operating guidelines promote ethical business practices and our staff and buying agents periodically visit and monitor the operations of our independent
manufacturers, we do not control these manufacturers or their labor practices. The violation of labor or other laws by our independent manufacturers, or by one of our licensing
partners, or the divergence of an independent manufacturer’s or licensing partner’s labor practices from those generally accepted as ethical in the United States, could interrupt, or
otherwise disrupt the shipment of finished products to us or damage our reputation. Any of these, in turn, could have a material adverse effect on our financial condition and
results of operations, such as the loss of potential revenue and incurring additional expenses.
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Failure to license new technologies could impair sales of our existing products or any new product development we undertake in the future.
To generate broad product lines, it is advantageous to sometimes license technologies from third parties rather than depend exclusively on the development efforts of our
own employees. As a result, we believe our ability to license new technologies from third parties is and will continue to be important to our ability to offer new products. In
addition, from time to time we are notified or become aware of patents held by third parties that are related to technologies we are selling or may sell in the future. After a review of
these patents, we may decide to seek a license for these technologies from these third parties. There can be no assurance that we will be able to successfully identify new
technologies developed by others. Even if we are able to identify new technologies of i nterest, we may not be able to negotiate a license on favorable terms, or at all. If we lose
the rights to patented technology, we may need to discontinue selling certain products or redesign our products, and we may lose a competitive advantage. Potential competitors
could license technologies that we fail to license and potentially erode our market share for certain products. Intellectual property licenses would typically subject us to various
commercialization, sublicensing, minimum payment, and other obligations. If we fail to comply with these requirements, we could lose important rights under a license. In addition,
certain rights granted under the license could be lost for reasons beyond our control, and we may not receive significant indemnification from a licensor against third party claims
of intellectual property infringement.
Our failure to manage our growth in operations and acquisitions of new product lines and new businesses could harm our business.
Any growth in our operations, if any, will place a significant strain on our current management resources. To manage such growth, we would need to improve our:
● operations and financial systems;
● procedures and controls; and
● training and management of our employees.
Our future growth, if any, may be attributable to acquisitions of new product lines and new businesses. Future acquisitions, if successfully consummated, would likely
create increased working capital requirements, which would likely precede by several months any material contribution of an acquisition to our net income. Our failure to manage
growth or future acquisitions successfully could seriously harm our operating results. Also, acquisition costs could cause our quarterly operating results to vary
significantly. Furthermore, our stockholders would be diluted if we financed the acquisitions by incurring convertible debt or issuing securities.
Although we currently only have operations within the United States, if we were to acquire an international operation; we would face additional risks, including:
● difficulties in staffing, managing and integrating international operations due to language, cultural or other differences;
● different or conflicting regulatory or legal requirements;
● foreign currency fluctuations; and
● diversion of significant time and attention of our management.
Failure to attract and retain qualified scientific, production and managerial personnel could harm our business.
Recruiting and retaining qualified scientific and production personnel to perform and manage prototype, sample, and product manufacturing and business development
personnel to conduct business development are critical to our success. In addition, our desired growth and expansion into areas and activities requiring additional expertise, such
as clinical testing, government approvals, production, and marketing will require the addition of new management personnel and the development of additional expertise by existing
management personnel. Because the industry in which we compete is very competitive, we face significant challenges attracting and retaining a qualified personnel
base. Although we believe we have been and will be able to attract and retain these personnel, we may not be able to continue to successfully attract qualified personnel. The
failure to attract and retain these personnel or, alternatively, to develop this expertise internally would harm our business since our ability to conduct business development and
manufacturing will be reduced or eliminated, resulting in lower revenues. We generally do not enter into employment agreements requiring our employees to continue in our
employment for any period of time.
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Our intellectual property rights are valuable, and any inability to protect them could reduce the value of our products, services and brand.
Our patents, trademarks, trade secrets, copyrights and all of our other intellectual property rights are important assets for us. There are events that are outside of our
control that pose a threat to our intellectual property rights as well as to our products and services. For example, effective intellectual property protection may not be available in
every country in which our products and services are distributed. The efforts we have taken to protect our proprietary rights may not be sufficient or effective. Any significant
impairment of our intellectual property rights could harm our business or our ability to compete. Protecting our intellectual property rights is costly and time consuming. Any
increase in the unauthorized use of our intellectual property could make it more e xpensive to do business and harm our operating results. Although we seek to obtain patent
protection for our innovations, it is possible we may not be able to protect some of these innovations. Given the costs of obtaining patent protection, we may choose not to
protect certain innovations that later turn out to be important. There is always the possibility that the scope of the protection gained from one of our issued patents will be
insufficient or deemed invalid or unenforceable. We also seek to maintain certain intellectual property as trade secrets. The secrecy could be compromised by third parties, or
intentionally or accidentally by our employees, which would cause us to lose the competitive advantage resulting from these trade secrets.
Intellectual property litigation could harm our business.
Litigation regarding patents and other intellectual property rights is extensive in the biotechnology industry. In the event of an intellectual property dispute, we may be
forced to litigate. This litigation could involve proceedings instituted by the U.S. Patent and Trademark Office or the International Trade Commission, as well as proceedings
brought directly by affected third parties. Intellectual property litigation can be extremely expensive, and these expenses, as well as the consequences should we not prevail, could
seriously harm our business.
If a third party claims an intellectual property right to technology we use, we might need to discontinue an important product or product line, alter our products and
processes, pay license fees or cease our affected business activities. Although we might under these circumstances attempt to obtain a license to this intellectual property, we may
not be able to do so on favorable terms, or at all. Furthermore, a third party may claim that we are using inventions covered by the third party’s patent rights and may go to court to
stop us from engaging in our normal operations and activities, including making or selling our product candidates. These lawsuits are costly and could affect our results of
operations and divert the attention of managerial and technical personnel. A court may deci de that we are infringing the third party’s patents and would order us to stop the
activities covered by the patents. In addition, a court may order us to pay the other party damages for having violated the other party’s patents. The biotechnology industry has
produced a proliferation of patents, and it is not always clear to industry participants, including us, which patents cover various types of products or methods of use. The
coverage of patents is subject to interpretation by the courts, and the interpretation is not always uniform. If we are sued for patent infringement, we would need to demonstrate
that our products or methods of use either do not infringe the patent claims of the relevant patent and/or that the patent claims are invalid, and we may not be able to do
this. Proving invalidity, in particular, is difficult since it requires a showing of clear and convincing evidence to overcome the presumption of validity enjoyed by issue d patents.
Because some patent applications in the United States may be maintained in secrecy until the patents are issued, because patent applications in the United States and
many foreign jurisdictions are typically not published until eighteen months after filing, and because publications in the scientific literature often lag behind actual discoveries, we
cannot be certain that others have not filed patent applications for technology covered by our or our licensor’s issued patents or pending applications or that we or our licensors
were the first to invent the technology. Our competitors may have filed, and may in the future file, patent applications covering technology similar to ours. Any such patent
application may have priority over our or our licensors’ patent applications and could further require us t o obtain rights to issued patents covering such technologies. If another
party has filed a United States patent application on inventions similar to ours, we may have to participate in an interference proceeding declared by the United States Patent and
Trademark Office to determine priority of invention in the United States. The costs of these proceedings could be substantial, and it is possible that such efforts would be
unsuccessful, resulting in a loss of our United States patent position with respect to such inventions.
Some of our competitors may be able to sustain the costs of complex patent litigation more effectively than we can because they have substantially greater resources. In
addition, any uncertainties resulting from the initiation and continuation of any litigation could have a material adverse effect on our ability to raise the funds necessary to continue
our operations.
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Accidents related to hazardous materials could adversely affect our business.
Some of our operations require the controlled use of hazardous materials. Although we believe our safety procedures comply with the standards prescribed by federal,
state, local and foreign regulations, the risk of accidental contamination of property or injury to individuals from these materials cannot be completely eliminated. In the event of an
accident, we could be liable for any damages that result, which could seriously damage our business and results of operations.
Potential product liability claims could affect our earnings and financial condition.
We face a potential risk of liability claims based on our products and services, and we have faced such claims in the past. Though we have product liability insurance
coverage which we believe is adequate, we may not be able to maintain this insurance at reasonable cost and on reasonable terms. We also cannot assure that this insurance, if
obtained, will be adequate to protect us against a product liability claim, should one arise. In the event that a product liability claim is successfully brought against us, it could
result in a significant decrease in our liquidity or assets, which could result in the reduction or termination of our business.
Litigation generally could affect our financial condition and results of operations.
We generally may be subject to claims made by and required to respond to litigation brought by customers, former employees, former officers and directors, former
distributors and sales representatives, and vendors and service providers. We have faced such claims and litigation in the past and we cannot assure that we will not be subject to
claims in the future. In the event that a claim is successfully brought against us, considering our lack of material revenue and the losses our business has incurred for the period
from our inception to September 30, 2009, this could result in a significant decrease in our liquidity or assets, which could result in the reduction or termination of our business.
We were obligated to pay liquidated damages as a result of our failure to have our registration statement declared effective prior to June 15, 2005, and any payment of
liquidated damages will either result in depletion of our limited working capital or issuance of shares of common stock which would cause dilution to our existing
stockholders.
Pursuant to the terms of a registration rights agreement with respect to common stock underlying convertible notes and warrants we issued in private placements in
November and December, 2003, December, 2004, and January and February, 2005, for each month after June 15, 2005 that we did not have a registration statement registering the
shares underlying these convertible notes and warrants declared effective, we were obligated to pay liquidated damages in the amount of 3.5% per month of the face amount of the
notes, an amount equal to $367,885. On July 24, 2008, the SEC declared effective our registration statement with respect to common stock underlying convertible notes and
warrants we issued in private placements in November and December, 2003, December, 2004, and January and February, 2005. At our option, these liquidated damages can be paid
in cash or unregistered shares of our common stock. To date we have decided to pay certain of these liquidated damages in common stock, although any future payments of
liquidated damages may, at our option, be made in cash. If we decide to pay such liquidated damages in cash, we would be required to use our limited working capital and
potentially raise additional funds. If we decide to pay the liquidated damages in shares of common stock, the number of shares issued would depend on our stock price at the time
that payment is due. Based on the closing market prices of $0.66, $0.58, $0.70, $0.49, $0.32 and $0.20 for our common stock on July 15, 2005, August 15, 2005, September 15, 2005,
October 17, 2005, November 15, 2005 and December 15, 2005, respectively, we issued a total of 3,807,375 shares of common stock in liquidated damages from August, 2005 to
January, 2006 to persons who invested in the January and February, 2005 priva te placements . The issuance of shares upon any payment by us of further liquidated damages will
have the effect of further diluting the proportionate equity interest and voting power of holders of our common stock, including investors in this offering.
We paid liquidated damages in the form of common stock only for the period from June 15, 2005 to December 15, 2005, and only to persons who invested in the January
and February, 2005 private placements. We believe that we have no enforceable obligation to pay liquidated damages to holders of any shares we agreed to register under the
registration rights agreement for periods after the first anniversary of the date of issuance of such shares, since they were eligible for resale under Rule 144 of the Securities Act
during such periods, and such liquidated damages are grossly inconsistent with actual damages to such persons. Nonetheless, as of September 30, 2009 we have accrued
approximately $12.0 million in penalties representing further liquidated damages associated with our failure to have the registration statem ent declared effective by the deadline,
and have included this amount in accounts payable and accrued expenses. As of September 30, 2009, we concluded that the payment of liquidated damages under these
commitments were not probable. Accordingly, we reversed the accrued expenses for the potential liquidated damages of $12.0 million as other income in the statement of operations
during the year ended September 30, 2009.
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Matter voluntarily reported to the Securities and Exchange Commission.
During the months of March, May, July and August 2005, we issued a total of 8,550,000 shares of our common stock to certain employees and consultants pursuant to the
2005 Incentive Stock Plan. We engaged our outside counsel to conduct an investigation of the circumstances surrounding the issuance of these shares. On April 26, 2006, we
voluntarily reported the findings from this investigation to the SEC, and agreed to provide the SEC with further information arising from the investigation. We believe that the
issuance of 8,000,000 shares to employees in July 2005 was effectuated by both our former President and our former Chief Financial Officer/Chief Operating Officer without approval
of our board of directors. These former officers received a total of 3,000,000 of these shares. I n addition, it appears that the 8,000,000 shares issued in July 2005, as well as an
additional 550,000 shares issued to employees and consultants in March, May and August 2005, were improperly issued without a restrictive legend stating that the shares could
not be resold legally except in compliance with the Securities Act of 1933, as amended. The members of the Company’s management who effectuated the stock issuances no longer
work for the Company. These shares were not registered under the Securities Act of 1933, or the securities laws of any state, and we believe that certain of these shares may have
been sold on the open market, though we have been unable to determine the magnitude of such sales. Since our voluntary report of the findings of our internal investigation to the
SEC on April 26, 2006, we have received no communication from the SEC or any third party with respect to this matter. If violations of securities laws occurred in connection with
the resale of certain of these shares, the employees and consultants or persons who purchased shares from them may have rights to have their purchase rescinded or other claims
against us for violation of securities laws, which could harm our business, results of operations, and financial condition.
Risks Relating to Our Common Stock:
There are a large number of shares underlying our options, warrants and convertible notes that may be available for future sale and the sale of these shares may depress the
market price of our common stock and will cause immediate and substantial dilution to our existing stockholders.
As of December 15, 2010, we had 349,571,020 shares of common stock issued and outstanding and outstanding options, warrants to purchase 135,069,819 shares of
common stock, and outstanding notes convertible into 95,796,286 shares of common stock. All of the shares issuable upon exercise of our options and warrants may be sold
without restriction, except for shares issuable upon exercise of options held by our "affiliates” as defined in Rule 144 under the Securities Act of 1933. The sale of these shares may
adversely affect the market price of our common stock. The issuance of shares upon exercise of options and warrants will cause immediate and substantial dilution to the interests
of other stockholders since the selling stockholder may convert and sell the full amount issuable on exercise.< /font>
If we fail to remain current on our reporting requirements, we could be removed from the OTC bulletin board which would limit the ability of broker-dealers to sell our
securities and the ability of stockholders to sell their securities in the secondary market.
Companies trading on The Over The Counter Bulletin Board (the "OTC Bulletin Board”), such as us, must be reporting issuers under Section 12 or Section 15(d) of the
Securities Exchange Act of 1934, as amended, and must be current in their reports under Section 13, in order to maintain price quotation privileges on the OTC Bulletin Board. If we
fail to remain current on our reporting requirements, we could be removed from the OTC Bulletin Board. As a result, the market liquidity for our securities could be severely
adversely affected by limiting the ability of broker-dealers to sell our securities and the ability of stockholders to sell their securities in the secondary market. Prior to May 2001, we
were delinquent in our reporting requirements, having failed to file our quarterly and annual reports for the years ended 1998 – 2000 (except the quarterly reports for the first two
quarters of 1999). We have been current in our reporting requirements for the last seven years, however, there can be no assurance that in the future we will always be current in
our reporting requirements.
Our common stock is subject to the "penny stock” rules of the SEC and the trading market in our securities is limited, which makes transactions in our stock cumbersome and
may reduce the value of an investment in our stock.
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The SEC has adopted Rule 15g-9 which establishes the definition of a "penny stock,” for the purposes relevant to us, as any equity security that has a market price of less
than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules
require:
● that a broker or dealer approve a person’s account for transactions in penny stocks; and
● the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.
In order to approve a person’s account for transactions in penny stocks, the broker or dealer must:
● obtain financial information and investment experience objectives of the person; and
● make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial
matters to be capable of evaluating the risks of transactions in penny stocks.
The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to the penny stock market, which, in
highlight form:
● sets forth the basis on which the broker or dealer made the suitability determination; and
● that the broker or dealer received a signed, written agreement from the investor prior to the transaction.
Generally, brokers may be less willing to execute transactions in securities subject to the "penny stock” rules. This may make it more difficult for investors to dispose of
our common stock and cause a decline in the market value of our stock.
Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both
the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock
transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in
penny stocks.
ITEM 1B. UNRESOLVED STAFF COMMENTS.
We are a smaller reporting company as defined by Rule 12-b-2 of the Exchange Act and are not required to provide the information required under this item.
ITEM 2. PROPERTIES.
We maintain our principal office at 25 Health Sciences Drive, Suite 215, Stony Brook, New York 11790. We moved our principal office to the Long Island High Technology
Incubator, which is located on the campus of Stony Brook University, in November 2005. We believe that our current office space and facilities are sufficient to meet our present
needs and do not anticipate any difficulty securing alternative or additional space, as needed, on terms acceptable to us.
ITEM 3. LEGAL PROCEEDINGS.
From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to
inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently not aware of any such legal
proceedings.
ITEM 4. (REMOVED AND RESERVED).
PART II
ITEM 5. MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
Market Information
Our Common Stock is traded over-the-counter on The Over The Counter Bulletin Board (the "OTC Bulletin Board”) maintained by the National Association of Securities
Dealers under the symbol "APDN.” There is no certainty that the Common Stock will continue to be quoted or that any liquidity exists for our stockholders.
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The following table sets forth the quarterly quotes of high and low prices for our Common Stock on the OTC Bulletin Board during the fiscal years ended September 30,
2009 and September 30, 2010.
Fiscal 2009
Fiscal 2010
High
Low
High
Low
First Quarter
Second Quarter
Third Quarter
Fourth Quarter
$
$
$
$
0.06 $
0.10 $
0.19 $
0.16 $
0.03 $
0.04 $
0.06 $
0.07 $
0.13 $
0.13 $
0.08 $
0.07 $
0.05
0.06
0.04
0.03
Holders
As of December 15, 2010, we had approximately 1,034 holders of our common stock. The number of record holders was determined from the records of our transfer agent
and does not include beneficial owners of common stock whose shares are held in the names of various security brokers, dealers, and registered clearing agencies. The transfer
agent of our common stock is American Stock Transfer & Trust Company, 6201 15th Avenue, Brooklyn, New York 11219.
Dividends
We have never declared or paid any cash dividends on our common stock. We do not anticipate paying any cash dividends to stockholders in the foreseeable future. In
addition, any future determination to pay cash dividends will be at the discretion of the Board of Directors and will be dependent upon our financial condition, results of
operations, capital requirements, and such other factors as the Board of Directors deem relevant.
Recent Sales of Unregistered Securities
Other than as previously described in our Quarterly Reports on Form 10-Q or in our Current Reports on Form 8-K, there were no sales of unregistered securities during
fiscal 2010.
ITEM 6. SELECTED FINANCIAL DATA.
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
The following discussion should be read in conjunction with our Consolidated Financial Statements and Notes thereto, included elsewhere within this report. The Annual
Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, including statements
using terminology such as "can”, "may”, "believe”, "designated to”, "will”, "expect”, "plan”, "anticipate”, "estimate”, "potential” or "continue”, or the negative thereof or other
comparable terminology regarding beliefs, plans, expectations or intentions regarding the future. You should read statements that contain these words carefully because they:
●
●
●
discuss our future expectations;
contain projections of our future results of operations or of our financial condition; and
state other "forward-looking” information.
We believe it is important to communicate our expectations. However, forward looking statements involve risks and uncertainties and our actual results and the timing of
certain events could differ materially from those discussed in forward-looking statements as a result of certain factors, including those set forth under "Risk Factors,” "Business”
and elsewhere in this report. All forward-looking statements and risk factors included in this document are made as of the date hereof, based on information available to us as of the
date thereof, and we assume no obligations to update any forward-looking statement or risk factor, unless we are required to do so by law.
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Introduction
We are a provider of botanical-DNA based security and authentication solutions that can help protect products, brands and intellectual property of companies,
governments and consumers from theft, counterfeiting, fraud and diversion. SigNature® DNA, Cashield, DNANet and BioMaterial™ Genotyping, our principal anti-counterfeiting
and product authentication solutions, can be used in numerous industries, including cash-in-transit (transport and storage of banknotes), textiles and apparel, identity cards and
other secure documents, pharmaceuticals, wine, and luxury consumer goods.
SigNature DNA. We use the DNA of plants to manufacture highly customized and encrypted botanical DNA markers, or SigNature DNA Markers, which we believe are
virtually impossible to replicate. We have embedded SigNature DNA Markers into a range of our customers’ products, including various inks, dyes, textile treatments, thermal
ribbon, thread, varnishes and adhesives. These items can then be tested for the presence of SigNature DNA Markers through an instant field detection or a forensic level
authentication. Our SigNature DNA solution provides a secure, accurate and cost-effective means for users to incorporate our SigNature DNA Markers in, and the n quickly and
reliably authenticate and identify, a broad range of items, such as recovered banknotes, branded textiles and apparel products, pharmaceuticals and cosmetic products, identity
cards and other secure documents, digital media, artwork and collectibles and fine wine. Having the ability to reliably authenticate and identify counterfeit versions of such items
enables companies and governments to detect, deter, interdict and prosecute counterfeiting enterprises and individuals.
Cashield. Cashield is a family of cash degradation inks that permanently stain banknotes stolen from cash-handling or ATM systems. Cashield extends our offering
beyond our prior singular product, AzSure®, to a family of security inks that include Red, Violet, Green, Teal, Indigo, and the original AzSure® Blue. Current degradation dyes suffer
from a critical technical weakness, as the dyes may be removed by the use of solvents. We initiated the development of Cashield in response to demand f or a more effective carrier
for our SigNature DNA markers. Cashield has been certified for use in the EU by the Laboratoire National de Métrologie et d’Essais (LNE) and passed all 47 individual dye
penetration and wash-out-resistance tests. Additionally, a CViT study presented by the University of Leeds cited Cashield AzSure Blue ink as having improved performance
versus staining inks from other suppliers. In this study, the AzSure blue ink was tested across a range of currencies, including British pounds, Euros, and U.S. dollars. The
evaluation involved exposure to numerous industrial solvents. Final analysis of the results concluded that the AzSure blue ink was bound strongly in five seconds or less to a
variety of banknotes, and could not be removed with any solvent.
DNANet. In 2010, we developed DNANet tactical DNA products for law enforcement, in the form of DNA-marked fixative sprays and liquids as well as transferable grease.
These products, being marketed to global police forces were created to help link criminals to crimes. DNANet is a tactical forensic system providing unique DNA codes for covert
operations that require absolute proof of authentication.
BioMaterial GenoTyping. Our BioMaterial GenoTyping solution refers to the development of genetic assays to distinguish between varieties or strains of biomaterials,
such as cotton, wool, tobacco, fermented beverages, natural drugs and foods, that contain their own source DNA. We have developed two proprietary genetic tests
(FiberTyping™ and PimaTyping™) to track American Pima cotton from the field to finished garments. These genetic assays provide the cotton industry with what we believe to be
the first authentication tools that can be applied throughout the U.S. and worldwide cotton industry from cotton growers, mills, wholesalers, distributo rs, manufacturers and
retailers through trade groups and government agencies.
In 2009 we discontinued our BioActive Ingredients program, which we began in 2007. We developed BioActive Ingredients for personal care products, such as skin care
products, based on the biofermentation expertise developed during the manufacturing of DNA for our SigNature DNA and BioMaterial Genotyping solutions, and we have decided
to focus our business on these security and authentication solutions.
General
To date, our operations have produced limited revenues. We have continued to incur expenses and have limited sources of liquidity. We expect to generate revenues
principally from sales of our SigNature Program and BioMaterial Genotyping. We are currently attempting to develop business in the following target markets: a cash-in-transit,
textile and apparel authentication, secure documents, pharmaceuticals, consumer products, fine wine, art and collectibles, and digital and recording media. We intend to pursue
both domestic and international sales opportunities in each of these vertical markets.
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Critical Accounting Policies
Financial Reporting Release No. 60, published by the SEC, recommends that all companies include a discussion of critical accounting policies used in the preparation of
their financial statements. While all these significant accounting policies impact our financial condition and results of operations, we view certain of these policies as critical.
Policies determined to be critical are those policies that have the most significant impact on our consolidated financial statements and require management to use a greater degree
of judgment and estimates. Actual results may differ from those estimates.
We believe that given current facts and circumstances, it is unlikely that applying any other reasonable judgments or estimate methodologies would cause a material effect
on our consolidated results of operations, financial position or liquidity for the periods presented in this report.
The accounting policies identified as critical are as follows:
●
●
●
●
Equity issued with registration rights;
Revenue recognition;
Allowance for Doubtful Accounts; and
Fair value of intangible assets.
Equity Issued with Registration Rights
In connection with placement of our convertible notes and warrants to certain investors during the fiscal quarters ended December 31, 2003, December 31, 2004, March 31,
2005, March 31, 2006 and June 30, 2006, we granted certain registration rights that provide for liquidated damages in the event of failure to timely perform under the agreements.
Although these notes and warrants do not provide for net-cash settlement, the existence of liquidated damages provides for a defacto net-cash settlement option. Therefore, the
common stock underlying the notes and warrants subject to such liquidated damages does not meet the tests required for shareholders’ equity classification in the past, and
accordingly has been reflected between liabilities and equity in our previous consolidated balance sheet.
In September 2007, we exchanged our common stock for the remaining Secured Convertible Promissory Note that contained embedded derivatives such as certain
conversion features, variable interest features, call options and default provisions.
We had an accumulative accrual of $12,023,888 in liquidating damages in relationship to the previously outstanding convertible promissory notes and related
warrants. As of September 30, 2009, we determined that it was not probable that we would be obligated to pay these damages and accordingly adjusted the accrual to other income.
Revenue Recognition
Revenues are derived from research, development, qualification and production testing for certain commercial products.
Revenue from fixed price testing contracts is generally recorded upon completion of the contracts, which are generally short-term, or upon completion of identifiable
contractual tasks. At the time we enter into a contract that includes multiple tasks, we estimate the amount of actual labor and other costs that will be required to complete each task
based on historical experience. Revenues are recognized which provide for a profit margin relative to the testing performed. Revenue relative to each task and from contracts which
are time and materials based is recorded as effort is expended. Billings in excess of amounts earned are deferred. Any anticipated losses on contracts are charged to income when
identified. To the extent management does not accurately forecast the level of effort required to complete a contract, or individual task s within a contract, and we are unable to
negotiate additional billings with a customer for cost over-runs, we may incur losses on individual contracts. All selling, general and administrative costs are treated as period costs
and expensed as incurred.
For revenue from product sales, we recognize revenue in accordance with Accounting Standards Codification subtopic 605-10, Revenue Recognition ("ASC 605-10”). ASC
605-10 requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling
price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management’s judgments regarding the fixed nature of
the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other
adjustments are provided for in the same period the related sales are recorded. We defer any revenue for which the produc t has not been delivered or is subject to refund until
such time that we and the customer jointly determine that the product has been delivered or no refund will be required.
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ASC 605-10 incorporates Accounting Standards Codification subtopic 605-25, Multiple-Element Arraignments ("ASC 605-25”). ASC 605-25 addresses accounting for
arrangements that may involve the delivery or performance of multiple products, services and/or rights to use assets. The effect of implementing ASC 605-25 on our financial
position and results of operations was not significant.
Allowance for Uncollectible Receivables
We maintain an allowance for doubtful accounts for estimated losses resulting from the inability of customers to make required payments. We use a combination of write-
off history, aging analysis and any specific known troubled accounts in determining the allowance. If the financial condition of customers were to deteriorate, resulting in an
impairment of their ability to make payments, additional allowances could be required.
Fair Value of Intangible Assets
We have adopted Accounting Standards Codification subtopic 360-10, Property, Plant and Equipment ("ASC 360-10”). The Statement requires that long-lived assets and
certain identifiable intangibles held and used by us be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not
be recoverable. Events relating to recoverability may include significant unfavorable changes in business conditions, recurring losses, or a forecasted inability to achieve break-
even operating results over an extended period.
We evaluate the recoverability of long-lived assets based upon forecasted undiscounted cash flows. Should impairment in value be indicated, the carrying value of
intangible assets will be adjusted, based on estimates of future discounted cash flows resulting from the use and ultimate disposition of the asset. ASC 360-10 also requires assets
to be disposed of be reported at the lower of the carrying amount or the fair value less costs to sell.
Use of Estimates
In preparing financial statements in conformity with accounting principles generally accepted in the United States of America, management is required to make estimates
and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenue
and expenses during the reporting period. Actual results could differ from those estimates.
Comparison of the Year Ended September 30, 2010 to the Year Ended September 30, 2009
Revenues
For the years ended September 30, 2010 and 2009, we generated $519,844 and $295,162 in revenues from operations, respectively. Our cost of sales for the year ended
September 30, 2010 was $62,929, netting us a gross profit of $456,915. Our cost of sales for the year ended September 30, 2009 was $61,238, netting us a gross profit of $233,924. The
increase in revenues for the twelve months ended September 30, 2010 was substantially generated from sales of our SigNature DNA and BioMaterial GenoTyping. Revenues
attributable to our BioActive Ingredients decreased for the twelve months ended September 30, 2010 compared to the same period in 2009 as we de-emphasized and discontinued
our BioActive Ingredients program.
Costs and Expenses
Selling, General and Administrative
Selling, general and administrative expenses for the twelve months ended September 30, 2010 increased 8.4% to $7,126,091 from $6,576,434 in the same period in
2009. Included within the selling, general and administrative expenses for the year ended September 30, 2010 was a noncash charge to operations of $3,796,255 for the fair value of
vested options issued to officers and employees and other stock based compensation compared to $2,748,521 in 2009.
Research and Development
Research and development expenses decreased by $59,444 for the twelve months ended September 30, 2010 compared to the same period in 2009 from $135,405 to $75,961,
primarily due to a decrease in research and development activities as a result of our change in focus to marketing activities.
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Depreciation and Amortization
In the twelve months ended September 30, 2010, depreciation and amortization decreased by $46,214 compared to the same period in 2009 from $418,128 to $371,914. The
decrease is attributable to the aging of fixed assets previously acquired.
Total Operating Expenses
Total operating expenses increased to $7,573,966 for the twelve months ended September 30, 2010 from $7,129,967, or an increase of $443,999, primarily due to noncash
charge to operations of $4,282,406 for non cash equity based compensation compared to $3,610,014 for the same period last year.
Other Income/Loss
Other income for the twelve months ended September 30, 2010 decreased from $12,023,888 to $0. During the year ended September 30, 2009, we determined that future
payments of liquidated damages on previously issued notes were not probable, therefore we reversed our accrual of $12,023,888 to other income.
Interest Expenses
Interest expenses for the twelve months ended September 30, 2010, decreased to $792,549 from $1,182,695 in the same period of 2009, a decrease of $390,146. The decrease
in interest expense was due to the conversion into common stock in 2010 of the convertible notes issued in connection with financings completed in 2009.
Net Income (Loss)
Net income (loss) for the twelve months ended September 30, 2010 was $(7,909,600) compared to $3,944,578 in the same period of 2009, a net change of $ 11,854,178 as a
result of the combination of factors described above.
Liquidity and Capital Resources
Our liquidity needs consist of our working capital requirements, indebtedness payments and research and development expenditure funding. Historically, we have
financed our operations through the sale of equity and convertible debt as well as borrowings from various credit sources. In fiscal 2010, and in prior fiscal years, we have been
relying in part on cash infusions from our President, Chairman and Chief Executive Officer, James A. Hayward, in order to fund our operations. During fiscal 2010, Dr. Hayward
provided $725,000 in new loans. Curtailment of cash investments by Dr. Hayward could harm our cash availability and our ability to fund our operations, including our ability to
meet our payroll and accounts payable obligations.
As of September 30, 2010, we had a working capital deficit of $2.5 million. For the year ended September 30, 2010, we generated a net cash flow deficit from operating
activities of $2.5 million consisting primarily of our net loss of $7.8 million, net with non cash adjustments of $1.2 million in depreciation and amortization charges and $4.3 million for
equity based compensation. Additionally, we had a net increase in operating assets of $16,138 and a net increase in operating liabilities of $0.3 million. Cash provided by financing
activities for the year ended September 30, 2010 totaled $2.3 million consisting of proceeds from the issuance of convertible debt, net of the capitalized financing costs.
We expect capital expenditures to be less than $100,000 in fiscal 2011. Our primary investments will be in laboratory equipment to support prototyping and our
authentication services.
Exploitation of potential revenue sources will be financed primarily through the sale of securities and convertible debt, exercise of outstanding warrants, issuance of notes
payable and other debt or a combination thereof, depending upon the transaction size, market conditions and other factors.
While we have raised capital to meet our working capital and financing needs in the past, additional financing is required within the next three months in order to meet our
current and projected cash flow deficits from operations and development. We have sufficient funds to conduct our operations until approximately March 2011. There can be no
assurance that financing will be available in amounts or on terms acceptable to us, if at all.
By adjusting our operations and development to the level of capitalization, we believe we have sufficient capital resources to meet projected cash flow deficits. However, if
during that period or thereafter, we are not successful in generating sufficient liquidity from operations or in raising sufficient capital resources, on terms acceptable to us, this
could have a material adverse effect on our business, results of operations liquidity and financial condition.
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Our registered independent certified public accountants have stated in their report dated December 15, 2010, that we have incurred operating losses in the last two years,
and that we are dependent upon management’s ability to develop profitable operations and raise additional capital. These factors among others may raise substantial doubt about
our ability to continue as a going concern.
Recent Debt and Equity Financing Transactions
Fiscal 2009
During the year ended September 30, 2009, we issued and sold an aggregate principal amount of $1,500,000 in secured convertible promissory notes bearing interest at
10% per annum and warrants to purchase an aggregate of 1,300,000 shares of our common stock to James A. Hayward, our President, Chairman, Chief Executive Officer and a
director. Form more information related to the secured convertible promissory notes and notes issued and sold to Dr. Hayward, please see "Item 13—Certain Relationships and
Related Transactions, and Director Independence.”
In addition, during the year ended September 30, 2009, we sold an aggregate principal amount of $1,230,000 in secured convertible promissory notes bearing interest at
10% per annum to "accredited investors,” as defined in regulations promulgated under the Securities Act. The promissory notes and accrued but unpaid interest thereon
automatically convert one year after issuance at a conversion price equal to a discount to the average volume, weighted average price of our common stock for the ten trading days
prior to issuance, and are convertible into shares of our common stock at the option of the holder at any time prior to such automatic conversion at a price equal to the greater of (i)
50% of the average price of our common stock for the ten trading days prior to the date of the notice of conversion and (ii) t he automatic conversion price. In addition, any time
prior to conversion, we have the irrevocable right to repay the unpaid principal and accrued but unpaid interest under the notes on three days notice. The promissory notes bear
interest at the rate of 10% per annum and are due and payable in full on the one year anniversary of their issuance. The warrants are exercisable for cash or on a cashless basis for
a period of four years commencing one year after issuance at a price of $0.50 per share. Each warrant may be redeemed at our option at a redemption price of $0.01 upon the earlier
of (i) three years after the issuance, and (ii) the date our common stock has traded on The Over the Counter Bulletin Board at or above $1.00 per share for 20 consecutive trading
days.
Fiscal 2010
During the year ended September 30, 2010, we issued and sold an aggregate principal amount of $270,000 in secured convertible promissory notes bearing interest at 10%
per annum to "accredited investors,” as defined in regulations promulgated under the Securities Act. The promissory notes and accrued but unpaid interest thereon automatically
convert one year after issuance at a conversion price equal to a discount to the average volume, weighted average price of our common stock for the ten trading days prior to
issuance, and are convertible into shares of our common stock at the option of the holder at any time prior to such automatic conversion at a price equal to the greater of (i) 50% of
the average price of our common stock for the ten trading days prior to the date of the notice of conversion and (ii) the a utomatic conversion price. In addition, any time prior to
conversion, we have the irrevocable right to repay the unpaid principal and accrued but unpaid interest under the notes on three days notice. The promissory notes bear interest at
the rate of 10% per annum and are due and payable in full on the one year anniversary of their issuance. The warrants are exercisable for cash or on a cashless basis for a period of
four years commencing one year after issuance at a price of $0.50 per share. Each warrant may be redeemed at our option at a redemption price of $0.01 upon the earlier of (i) three
years after the issuance, and (ii) the date our common stock has traded on The Over the Counter Bulletin Board at or above $1.00 per share for 20 consecutive trading days.
In addition, on July 15, 2010, we issued and sold an aggregate of $1,100,000 in principal amount of senior secured convertible notes bearing interest at a rate of 10% per
annum to "accredited investors,” as defined in regulations promulgated under the Securities Act (the "Private Placement”). The (the "July 15 Notes”) are convertible, in whole or
in part, at any time, at the option of the holders, into either (A) such number of shares of the Company’s common stock, $0.001 par value per share, determined by dividing (i) the
principal amount of each Note, together with any and all accrued and unpaid interest and penalties, by (ii) a conversion price of $0.04405, which is equal to a 20% discount to the
average volume, weighted average price of our common stock for the ten trading days prior to issuance (the "Common Conversion Price”) or (B) securities issued in any
Subsequent Financing ("Subsequent Financing Securities”) at a conversion price equal to 80% of the price per Subsequent Security paid by investors for Subsequent Securities in
a Subsequent Financing (the "Subsequent Financing Price”). A "Subsequent Financing” is the sale by the Company or an affiliate thereof of securities at any time after July 15,
2010 and prior to the earlier of (i) a Qualified Financing or (ii) July 15, 2011. A holder may convert its Notes in whole in connection with any one Subsequent Financing or in part in
connection with one or more Subsequent Financings. The July 15 Notes shall be automatically converted upon the earlier of (I) July 15, 2011 and (II) the completion of a Qualified
Financing at the election of each holder into either (A) shares of common stock at the Common Conversion Price, (B) Subsequent Securities at a convers ion price equal to 80% of
the Subsequent Financing Price, or (C) securities issued in a Qualified Financing (the "Qualified Financing Securities”) at a conversion price equal to 80% of the price per Qualified
Security paid by investors for the Qualified Securities in the Qualified Financing. A "Qualified Financing” is the sale by the Company or an affiliate thereof of securities resulting in
gross proceeds (before transaction fees and expenses) in a single transaction equal to or in excess of $10 million. The July 15 Notes bear interest at the rate of 10% per annum and
are due and payable in full on July 15, 2011. Until the principal and accrued but unpaid interest under the July 15 Notes are paid in full, or converted into shares of Common Stock,
Subsequent Financing Securities or Qualified Financing Securities, as the case may be (the "Conversion Shares”) pursuant to their terms, the Company’s obligations under the July
15 Notes will be secured by a lien on all assets of the Company and the assets of APDN (B.V.I.) Inc., the Company’s wholly-owned subsidiary.
The July 15 Notes were issued pursuant to a Securities Purchase Agreement (the "Purchase Agreement”), dated as of July 15, 2010, by and among the Company and the
purchasers named therein (the "Purchasers”). We have made customary representations and warranties and certain covenants in the Purchase Agreement and the July 15 Notes
including, among others, covenants (i) not to offer, sell, grant any option or otherwise dispose of, with certain exceptions, any of our, or our subsidiaries’, equity or equity
equivalent securities (a "Subsequent Placement”), unless we offer the Purchasers the option to participate pro rata in any proposed or intended issuance, sale or exchange of
securities being offered in a Subsequent Placement, (ii) to use commercially reasonable efforts to adopt and co mply with Nasdaq or New York Stock Exchange corporate
governance standards, (iii) to hire additional senior officers and adopt compensation plans and arrangements that are competitive with comparably situated companies and (iv) not
to incur or guarantee any indebtedness, with certain exceptions.
Additionally, the July 15 Notes contain certain events of default that are customarily included in financings of this nature. If an event of default occurs, the Purchasers
may require the Company to redeem the July 15 Notes, in whole or in part, at a redemption price equal to the Event of Default Redemption Price (as defined in the July 15 Notes).
We also entered into a registration rights agreement, dated as of the date of the Purchase Agreement (the "Registration Rights Agreement”), with the Purchasers,
pursuant to which we have agreed to prepare and file a registration statement with the Securities and Exchange Commission (the "SEC”) to register under the Securities Act of 1933,
as amended (the "Securities Act”) resales from time to time of the Conversion Shares issued or issuable upon conversion or redemption of the July 15 Notes. Pursuant to the
Registration Rights Agreement, we are required to file a registration statement within 45 days of receiving a Demand Registration Request (as defined in the Registration Rights
Agreement), and to cause the registration statement to be declared effective within 45 days (or 90 days if th e registration statement is reviewed by the SEC). We will be required to
pay penalties to Purchasers in the event that these deadlines are not met.
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On July 15, 2010, we cancelled a $450,000 principal amount promissory note previously issued to an accredited investor ("Prior Investor”) on June 4, 2010 and, in lieu
thereof, issued to the Prior Investor a $450,000 principal amount senior secured convertible note (the "Conversion Note”) containing the same terms as the form of note issued to
the holders in the Private Placement.
On July 15, 2010, we cancelled a $675,000 principal amount promissory note ("Prior Hayward Note”) previously issued to James A. Hayward, the Company’s Chairman,
President and Chief Executive Officer on June 4, 2010 (the "Prior Hayward Note”), and, in lieu thereof, issued to Dr. Hayward a $450,000 principal amount senior secured convertible
note containing the same terms as the form of Note issued to the holders in the Private Placement and a $225,000 principal amount promissory note containing the same terms as the
Prior Hayward Note.
Fiscal 2011 (through December 15, 2010)
On November 19, 2010, we issued and sold an aggregate of $350,000 in principal amount of senior secured convertible notes bearing interest at a rate of 10% per annum to
"accredited investors,” as defined in regulations promulgated under the Securities Act. The notes are convertible, in whole or in part, at any time, at the option of the noteholders,
into either (A) such number of shares of the Company’s common stock, $0.001 par value per share, determined by dividing (i) the principal amount of each note, together with any
and all accrued and unpaid interest and penalties, by (ii) a conversion price of $ 0.032825817, which is equal to a 20% discount to the average volume, weighted average price of our
common stock for the ten trading days prior to issuance (the "Common Conversion Price”) or (B) securities issued in any Subsequent Financing ("Subsequent Securities”) at a
conversion price equal to 80% of the price per Subsequent Security paid by investors for Subsequent Securities in a Subsequent Financing (the "Subsequent Financing Price”). A
"Subsequent Financing” is the sale by the Company or an affiliate thereof of securities at any time after November 19, 2010 and prior to the earlier of (i) a Qualified Financing or (ii)
November 19, 2011. A noteholder may convert its notes in whole in connection with any one Subsequent Financing or in part in connection with one or more Subsequent
Financings. The notes shall be automatically converted upon the earlier of (I) November 19, 2011 and (II) the completion of a Qualified Financing at the election of each noteholder
into either (A) shares of common stock at the Common Conversion Price, (B) Subsequent Securities at a conversion price equal to 80% of the Subsequent Financing Price, or (C)
securit ies issued in a Qualified Financing (the "Qualified Financing Securities”) at a conversion price equal to 80% of the price per Qualified Financing Security paid by investors
for the Qualified Financing Securities in the Qualified Financing. A "Qualified Financing” is the sale by the Company or an affiliate thereof of securities resulting in gross proceeds
(before transaction fees and expenses) in a single transaction equal to or in excess of $10 million. The notes bear interest at the rate of 10% per annum and are due and payable in
full on November 19, 2011. Until the principal and accrued but unpaid interest under the notes are paid in full, or converted into Conversion Shares pursuant to their terms, the
Company’s obligations under the notes will be secured by a lien on all assets of the Company and the assets of APDN (B.V.I.) Inc., the Company’s wholly-owned subsidiary.
On November 30, 2010, we issued and sold a $750,000 principal amount senior secured convertible notes bearing interest at a rate of 10% per annum to an "accredited
investor,” as defined in regulations promulgated under the Securities Act. The note is convertible, in whole or in part, at any time, at the option of the noteholder, into either (A)
such number of shares of the Company’s common stock, $0.001 par value per share, determined by dividing (i) the principal amount of each note, together with any and all accrued
and unpaid interest and penalties, by (ii) a conversion price of $ 0.032825817, which is equal to a 20% discount to the average volume, weighted average price of our common stock
for the ten trading days prior to issuance (the "Common Conversion Price”) or (B) securities issued in any Subsequent Financing ("Subsequent Securities”) at a conversion price
equal to 80% of the price per Subsequent Security paid by investors for Subsequent Securities in a Subsequent Financing (the "Subsequent Financing Price”). A "Subsequent
Financing” is the sale by the Company or an affiliate thereof of securities at any time after November 19, 2010 and prior to the earlier of (i) a Qualified Financing or (ii) November 19,
2011. The noteholder may convert its notes in whole in connection with any one Subsequent Financing or in part in connection with one or more Subsequent Financings. The note
shall be automatically converted upon the earlier of (I) November 19, 2011 and (II) the completion of a Qualified Financing at the election of the noteholder into either (A) shares of
common stock at the Common Conversion Price, (B) Subsequent Securities at a conversion price equal to 80% of the Subsequent Financing Price, or (C) securities issued in a Quali
fied Financing (the "Qualified Financing Securities”) at a conversion price equal to 80% of the price per Qualified Financing Security paid by investors for the Qualified Financing
Securities in the Qualified Financing. A "Qualified Financing” is the sale by the Company or an affiliate thereof of securities resulting in gross proceeds (before transaction fees
and expenses) in a single transaction equal to or in excess of $10 million. The notes bears interest at the rate of 10% per annum and is due and payable in full on November 19,
2011. Until the principal and accrued but unpaid interest under the note is paid in full, or converted into Conversion Shares pursuant to its terms, the Company’s obligations under
the note will be secured by a lien on all assets of the Company and the assets of APDN (B.V.I.) Inc., the Company’s wholly-owned subsidiary
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We presently do not have any available credit, bank financing or other external sources of liquidity. Due to our brief history and historical operating losses, our operations
have not been a material source of liquidity. We will need to obtain additional capital in order to expand operations and become profitable. We intend to pursue the building of a re-
seller network outside the United States, and if successful, the re-seller agreements would constitute a source of liquidity and capital over time. In order to obtain capital, we may
need to sell additional shares of our common stock or borrow funds from private lenders. There can be no assurance that we will be successful in obtaining additional funding and
execution of re-seller agreements outside the Unites States.
We need to seek additional capital to sustain or expand our prototype and sample manufacturing, and sales and marketing activities, and to otherwise continue our
business operations beyond March, 2011. We have no commitments for any future funding, and may not be able to obtain additional financing or grants on terms acceptable to us,
if at all, in the future. If we are unable to obtain additional capital this would restrict our ability to grow and may require us to curtail or discontinue our business
operations. Additionally, while a reduction in our business operations may prolong our ability to operate, that reduction would harm our ability to implement our business
strategy. If we can obtain any equity financing, it may involve substantial dilution to our then existing stockholders.
Additional investments are being sought, but we cannot guarantee that we will be able to obtain such investments. Financing transactions may include the issuance of
equity or debt securities, obtaining credit facilities, or other financing mechanisms. However, the trading price of our common stock has made it more difficult to obtain financing
through the issuance of equity or debt securities. Even if we are able to raise the funds required, it is possible that we could incur unexpected costs and expenses, fail to collect
significant amounts owed to us, or experience unexpected cash requirements that would force us to seek alternative financing. Further, if we issue additional equity or debt
securities, stockholders may experience additional dilution or the new equity securities may have rights, preferences or privileges senior to tho se of existing holders of our common
stock. If additional financing is not available or is not available on acceptable terms, we will have to curtail our operations.
Substantially all of the real property used in our business is leased under operating lease agreements.
Product Research and Development
We anticipate spending approximately $100,000 for product research and development activities during the next twelve months.
Acquisition of Plant and Equipment and Other Assets
We do not anticipate the sale of any material property, plant or equipment during the next 12 months. We do anticipate spending approximately $100,000 on the
acquisition of leasehold improvements during the next 12 months. We believe our current leased space is adequate to manage our growth, if any, over the next 2 to 3 years.
Number of Employees
We currently have 14 full-time employees and two part-time employees, including two in management, eight in operations, five in sales and marketing and one in investor
relations. We expect to increase its staffing dedicated to sales, product prototyping, manufacturing of DNA markers and forensic authentication services. Expenses related to
travel, marketing, salaries, and general overhead will be increased as necessary to support our growth in revenue. In order for us to attract and retain quality personnel, we
anticipate we will have to offer competitive salaries to future employees. We anticipate that it may become desirable to add additional full and or part time employees to discharge
certain critical functions during the next 12 months. This projected increase in personnel is dependent upon our ability to generate revenues and obtain sources of
financing. There is no guarantee that we will be successful in raising the funds required or generating revenues sufficient to fund the projected increase in the number of
employees. As we continue to expand, we will incur additional costs for personnel.
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Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements.
Inflation
The effect of inflation on our revenue and operating results was not significant.
Going Concern
The accompanying audited condensed consolidated financial statements included in this filing have been prepared in conformity with generally accepted accounting
principles that contemplate our continuance as a going concern. Our auditors, in their report dated December 15, 2010, have expressed substantial doubt about our ability to
continue as going concern. Our cash position may be inadequate to pay all of the costs associated with the testing, production and marketing of our products. Management
intends to use borrowings and the sale of equity or convertible debt to mitigate the effects of its cash position, however no assurance can be given that debt or equity financing, if
and when required will be available. The accompanying audited consolidated financial statements do not include any adjustments relating to the recoverability an d classification of
recorded assets and classification of liabilities that might be necessary should we be unable to continue existence.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
We are a smaller reporting company as defined by Rule 12b-2 under the Exchange Act and are not required to provide the information required under this item.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
See pages F-1 through F-33 following the Exhibits List.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
Not applicable.
ITEM 9A. CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures, as defined in Rule 13a-15(e) promulgated under the Exchange Act that are designed to ensure that information required
to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s
rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to
allow timely decisions regarding required disclosure. We carried out an evaluation, under the supervision and with the participation of our management, including our Chief
Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of Se ptember 30, 2010. Based on the
evaluation of these disclosure controls and procedures, and in light of the material weaknesses found in our internal controls, the Chief Executive Officer and Chief Financial Officer
concluded that our disclosure controls and procedures were not effective.
Management Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Under the supervision of our Chief Executive Officer
and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of September 30, 2010 using the criteria established in
Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
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A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material
misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. In our assessment of the effectiveness of internal control over
financial reporting as of September 30, 2010, we determined that control deficiencies existed that constituted material weaknesses, as described below:
●
●
●
●
●
lack of documented policies and procedures;
we have no audit committee;
there is a risk of management override given that our officers have a high degree of involvement in our day to day operations.
there is no policy on fraud and no code of ethics at this time, though we plan to implement such policies in fiscal 2011; and
there is no effective separation of duties, which includes monitoring controls, between the members of management.
Management is currently evaluating what steps can be taken in order to address these material weaknesses.
Accordingly, we concluded that these control deficiencies resulted in a reasonable possibility that a material misstatement of the annual or interim financial statements will
not be prevented or detected on a timely basis by our internal controls.
As a result of the material weaknesses described above, management has concluded that we did not maintain effective internal control over financial reporting as of
September 30, 2010 based on criteria established in Internal Control—Integrated Framework issued by COSO.
RBSM LLP, an independent registered public accounting firm, was not required to and has not issued a report concerning the effectiveness of our internal control over
financial reporting as of September 30, 2010.
Changes in Internal Controls
During the fiscal year ended September 30, 2010, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely
to materially affect, our internal control over financial reporting.
ITEM 9B. OTHER INFORMATION.
Not applicable.
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
The following is a list of our directors, executive officers and significant employees.
PART III
Name
James A. Hayward
Sanford R. Simon
Yacov Shamash
Kurt Jensen
Ming-Hwa Benjamin Liang
Age
57
67
60
53
47
Title
Chief Executive Officer, President, and Chairman of the Board
Chief Financial Officer
Secretary and Strategic Technology Development Officer
Board of Directors
Director
Director
Director
Directors are elected to serve until the next annual meeting of stockholders and until their successors are elected and qualified. Currently there are three seats on our board
of directors.
Currently, the members of our board of directors do not receive any fees for being a director or attending meetings. Our directors are reimbursed for out-of-pocket
expenses relating to attendance at meetings. Officers are elected by the Board of Directors and serve until their successors are appointed by the Board of Directors. Biographical
resumes of each officer and director are set forth below.
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Chief Executive Officer – James A. Hayward
Dr. James A. Hayward has been our Chief Executive Officer since March 17, 2006 and our President and the Chairman of the Board of Directors since June 12, 2007. He
was previously our acting Chief Executive Officer since October 5, 2005. Dr. Hayward received his Ph.D. in Molecular Biology from the State University of New York at Stony
Brook in 1983 and an honorary Doctor of Science from the same institution in 2000. His experience with public companies began with the co-founding of one of England’s first
biotechnology companies–Biocompatibles. Following this, Dr. Hayward was Head of Product Development for the Estee Lauder companies for five years. In 1990 he founded The
Collaborative Group, a provider of products and services to the biotechnology, pharmaceutical and co nsumer-product industries based in Stony Brook, where he served as
Chairman, President and Chief Executive Officer for 14 years. During this period, The Collaborative Group created several businesses, including The Collaborative BioAlliance, a
contract developer and manufacturer of human gene products, that was sold to Dow Chemical in 2002, and Collaborative Labs, a service provider and manufacturer of ingredients
for skincare and dermatology that was sold to Engelhard (now BASF) in 2004. Since 2000, Dr. Hayward has been a General Partner of Double D Venture Fund, a venture capital firm
based in New York, New York.
Director – Yacov Shamash
Dr. Yacov Shamash has been a member of the Board of Directors since March 17, 2006. Dr. Shamash is Vice President of Economic Development at the State University of
New York at Stony Brook. Since 1992, he has been the Dean of Engineering and Applied Sciences and the Harriman School for Management and Policy at the University, and
Founder of the New York State Center for Excellence in Wireless Technologies at the University. Dr. Shamash developed and directed the NSF Industry/University Cooperative
Research Center for the Design of Analog/Digital Integrated Circuits from 1989 to 1992 and also served as Chairman of the Electrical and Computer Engineering Department at
Washington State University from 1985 until 1992. Dr. Shamash also serves on the Board of Directors of Keytronic Corp., Netsmar t Technologies, Inc., American Medical Alert
Corp., and Softheon Corp.
Director – Sanford R. Simon
Dr. Sanford R. Simon has been a member of the Board of Directors since March 17, 2006. Dr. Simon has been a Professor of Biochemistry, Cell Biology and Pathology at
Stony Brook since 1997. He joined the faculty at Stony Brook as an Assistant Professor in 1969 and was promoted to Associate Professor with tenure in 1975. Dr. Simon was a
member of the Board of Directors of The Collaborative Group from 1995 to 2004. From 1967 to 1969 Dr. Simon was a Guest Investigator at Rockefeller University. Dr. Simon
received a B.A. in Zoology and Chemistry from Columbia University in 1963, a Ph.D. in Biochemistry from Rockefeller University in 1967, and studied as a postdoctoral fellow with
Nobel Prize winner Max Perutz in Cambridge, England.
Chief Financial Officer – Kurt Jensen
Kurt H. Jensen, M.Sc.(Cand. Merc.) has been our Chief Financial Officer since December 21, 2007, taking over the position from Dr. Hayward. Mr. Jensen has been our
Controller since February 2006. Prior to that date, for a period of more than 23 years, he was employed by Point of Woods Homes, Inc. Mr. Jensen was awarded a M.Sc. in
Economics and Business Administration from the Copenhagen Business School in 1983.
Secretary and Strategic Technology Development Officer – Ming-Hwa Benjamin Liang
Ming-Hwa Benjamin Liang has been our Secretary and Strategic Technology Development Officer since October 2005. Between May 1999 and September 2005, Mr. Liang
had been the director of research and development at Biowell Technology Inc. Mr. Liang received a B.S. in Bio-Agriculture from Colorado State University in 1989, a M.S. in
Horticulture from the University of Missouri at Columbia in 1991, his Ph.D. in Plant Science from the University of Missouri at Columbia in 1997 and his LL.M. in Intellectual
Property Law from Shih Hsin University, Taiwan in 2004.
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Information Regarding Committees of the Board of Directors
Compensation Committee
In June 2008, our Board of Directors created a standing compensation committee. Our compensation committee is composed of our independent directors, Dr. Sanford R.
Simon and Dr. Yacov Shamash. The compensation committee reviews and approves salaries and bonuses for all officers, administers options outstanding under our stock
incentive plan, provides advice and recommendations to the Board regarding directors’ compensation and carries out the responsibilities required by SEC rules. The compensation
committee believes that its processes and oversight should be directed toward attracting, retaining and motivating employees and non-employee directors to promote and advance
the interests and strategic goals of the Company. As requested by the compensation committee, the Chief Exe cutive Officer will provide information and may participate in
discussion regarding compensation for other executive officers. The compensation committee does not utilize outside compensation consultants but considers other general
industry information and trends if available. The Board of Directors has not adopted a written charter for the compensation committee.
Nominating and Audit Committees
We do not have a standing nominating or audit committee. As a small public company, we believe that all of our directors acting together, as opposed to a subset of them
acting by means of a committee, is the most efficient and effective framework for us to perform the functions otherwise associated with nominating and audit committees.
Nominating Committee Functions -- Since we do not have a nominating committee, all of the members of the Board of Directors participate in the consideration of director
nominees. We do not currently have a written nominating committee charter or similar document.
Audit Committee Functions -- Since we do not have an audit committee, the entire Board of Directors acts as the audit committee. The Board has determined that we do
not have an audit committee financial expert, as that term is defined in Item 407(d)(5)(ii) of Regulation S-K, serving on the Board of Directors. We have not been able to identify a
suitable candidate for our Board of Directors that would qualify as an audit committee financial expert. Dr. Hayward does not meet the definition of an "independent” director set
forth in Rule 4200(a)(15) of the Market Place Rules of the Nasdaq Stock Market, which is the independence standard that we have chosen to report under. We do not currently
have a written audit committee charter or similar document.
Process for Identifying and Evaluating Nominees for the Board of Directors
Our Board of Directors may employ a variety of methods for identifying and evaluating director nominees. If vacancies are anticipated or arise, our Board of Directors will
consider various potential candidates which may come to our attention through current board members, professional search firms, stockholders or other persons. These
candidates may be evaluated by our Board of Directors at any time during the year.
Our Board of Directors considers candidates recommended by stockholders when the nominations are properly submitted as described in "Consideration of Stockholder
Recommendations” below. Following verification of the stockholder status of persons proposing candidates, our Board of Directors will make an initial analysis of the
qualifications of any candidate recommended by stockholders or others pursuant to the criteria summarized herein to determine whether the candidate is qualified for service on the
board, before deciding to undertake a complete evaluation of the candidate. If our Board of Directors determines that additional consideration is warranted, it may use a third-party
search firm to gather additional information about the prospective nominee’s background and experience. O ther than the verification of compliance with procedures and
stockholder status, and the initial analysis performed before undertaking a complete evaluation, our Board of Directors will treat a potential candidate nominated by a stockholder
like any other potential candidate.
In evaluating a director candidate, our Board of Directors will review his or her qualifications including capability, availability to serve, conflicts of interest, general
understanding of business, understanding of our business and technology, educational and professional background, personal accomplishment and other relevant factors. Our
Board of Directors has not established any specific qualification standards for director nominees, although from time to time the Board of Directors may identify certain skills or
attributes as being particularly desirable to help meet specific needs that have arisen. Our Board of Directors may also interview prospective nominees in person or by telephone.
After completing this evaluation, the Board of Directors will determine the nominees.
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Consideration of Stockholder Recommendations
Our Board of Directors considers director candidates recommended by stockholders. Candidates recommended by stockholders are evaluated on the same basis as are
candidates recommended by our Board of Directors. Any stockholder wishing to recommend a candidate for nomination by the Board of Directors should provide the following
information in a letter addressed to the Board in care of our Secretary: (i) the name and address of the stockholder recommending the person to be nominated; (ii) a representation
that the stockholder is a holder of record of our stock, including the number of shares held and the period of holding; (iii) a description of all arrangements or understandings
between the stockholder and the recommended nominee; (iv) information as to any plans or proposals of the type required to be disclosed i n Schedule 13D and any proposals that
the nominee proposes to bring to the Board of Directors if elected; (v) any other information regarding the recommended nominee that would be required to be included in a proxy
statement filed pursuant to Regulation 14A pursuant to the Securities Exchange Act of 1934 and (vi) the consent of the recommended nominee to serve as a director if elected.
Additional information may be requested to assist our Board of Directors in determining the eligibility of a proposed candidate to serve as a director. In addition, the notice must
meet any other requirements contained in our bylaws. Stockholders may nominate candidates directly by complying with our bylaws and applicable law.
Code of Ethics
We have not yet adopted a Code of Ethics. Our Board of Directors periodically reviews whether it should adopt a Code of Ethics given the scale and character of its
operations at this time.
Compliance with Section 16(A) of the Exchange Act
Since our common stock is registered under Section 15(d) of the Exchange Act, we are not required to file reports of executive officers and directors and persons who own
more than 10% of a registered class of the Company’s equity securities pursuant to Section 16(a) of the Exchange Act.
ITEM 11. EXECUTIVE COMPENSATION.
Summary Compensation Table
The following table sets forth the compensation of our principal executive officer and our two other executive officers for the fiscal years ended September 30, 2010 and 2009. We
refer to these executive officers as our "named executive officers.”
Name and Principal
Position
(a)(1)
James A. Hayward
Chairman,
President and
Chief Executive
Officer
Kurt H. Jensen
Chief Financial
Officer
Ming-Hwa Liang
Chief Technology
Officer and
Secretary
Year
(b)
Salary
($)(2)
(c)
Bonus
($)
(d)
Stock
Awards
($)
(e)
Option
Awards
($)(3)
(f)
Non-Equity
Incentive Plan
Compensation
($)
(g)
Non-qualified
Deferred
Compensation
Earnings
($)
(h)
All Other
Compensation
($)
(i)
Total
($)
(j)
2010
2009
58,000
—
2010
2009
140,796
135,871
2010
2009
126,110
123,964
—
—
—
—
—
—
—
—
—
—
—
—
1,326,262
—
778,716
—
869,974
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
1,384,262
—
—
—
919,512
135,871
—
—
996,084
123,964
(1) We have no employment agreements with our named executive officers.
(2) Dr. Hayward has elected to accrue, but not to receive cash compensation until there is an improvement in our financial and operating performance and prospects.
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(3) The amounts in column (f) represent the grant date fair value under ASC 718-10 based on the average of the bid and asked prices of our common stock on the grant date. On
May 27, 2010, the Company granted 17,000,000, 7,000,000 and 5,000.000 common stock options to Mr. Hayward, Mr. Liang and Mr. Jensen, respectively to replace options forfeited
by them. The options were fully vested at the time of issuance and are exercisable at $0.05 per share for five years. The full fair value is reflected above. On July 1, 2010, the
Company granted 10,000,000 common stock options each to Mr. Hayward, Mr. Liang and Mr. Jensen.& #160; The options vest as follows: 25% immediate and 25% at each
anniversary for the next three years. The options are exercisable at $0.06 per share for five years. The full fair value is reflected above.
Outstanding Equity Awards at Fiscal Year-End
The following table shows information concerning outstanding equity awards as of September 30, 2010 held by the Named Executive Officers.
Option Awards
Equity
Incentive
Plan
Awards:
Number
of
Securities
Underlying
Unexercised
Unearned Options
(#)
(d)
Number
of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
(1)
(b)
17,000,000(1)
2,500,000(2)
500,000
5,000,000(1)
2,500,000(2)
7,000,000(1)
2,500,000(2)
Number
of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
(1)
(c)
0
7,500,000
0
0
7,500,000
0
7,500,000
Option
Exercise
Price
($)
(1)
(e)
$
Option
Expiration
Date
(1)
(f)
5/27/2015
7/1/2010
9/01/2011
5/27/2015
7/1/2010
5/27/2015
7/1/2010
0.05
0.06
0.09
0.05
0.06
0.05
0.06
Name
(a)
James A. Hayward
Kurt H. Jensen
Ming-Hwa Liang
(1) On May 27, 2010, the our named executive officers elected to forfeit certain stock options to purchase up to 29 million shares of our Common Stock at an exercise price of $0.11
that were previously granted to them under the 2005 Incentive Stock Plan. In lieu of the forfeited options, our Board of Directors granted new stock options to such named
executive officers to purchase up to 29 million shares of our common stock at an exercise price of $0.05 under the 2005 Stock Incentive Plan which are fully vested and became
exercisable on June 29, 2010 following approval by our stockholders to amend our certificate of incorporation to increase our authorized shares of common stock.
(2) On July 1, 2010, our Board of Directors granted nonstatutory stock options under the 2005 Incentive Stock Plan to our named executive officers. The options granted to the
named executive officers vested with respect to 25% of the underlying shares on the date of grant, and the remaining will vest ratably each anniversary thereafter until fully vested
on the third anniversary of the date of grant.
Pension Benefits
None of our named executive officers participates in or has account balances in qualified or non-qualified defined benefit plans sponsored by us.
Nonqualified Contribution Plans
None of our named executive officers participate in or have account balances in non-qualified defined contribution plans maintained by us.
Deferred Compensation
None of our named executive officers participates in or has account balances in deferred compensation plans or arrangements maintained by us.
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Employment Agreements
We have no employment agreements with our named executive officers.
Payment of Post-Termination Compensation
We do not have change-in-control agreements with any of our executive officers, and we are not obligated to pay severance or other enhanced benefits to executive officers upon
termination of their employment.
Director Compensation Fiscal 2010
We currently have no policy in effect for providing compensation to our directors for their services on our Board of Directors. During the fiscal year ended September 30, 2010, we
did not provide any compensation to our directors for their service on our Board of Directors.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
The following table sets forth certain information regarding the shares of our common stock beneficially owned as of December 10, 2010, (i) by each person who is known to us to
beneficially own more than 5% of the outstanding common stock, (ii) by each of the executive officers named in the table under "Executive Compensation” and by each of our
directors, and (iii) by all officers and directors as a group.
NAME AND ADDRESS OF
BENEFICIAL OWNER
TITLE OF
CLASS
NUMBER OF
SHARES
OWNED (1)(2)
PERCENTAGE
OF CLASS (3)
James A. Hayward
25 Health Sciences Drive, Suite 215
Stony Brook, New York 11790
Yacov Shamash
25 Health Sciences Drive, Suite 215
Stony Brook, New York 11790
Kurt Jensen
25 Health Sciences Drive, Suite 215
Stony Brook, New York 11790
Ben Liang
25 Health Sciences Drive, Suite 215
Stony Brook, New York 11790
Sanford R. Simon
25 Health Sciences Drive, Suite 215
Stony Brook, New York 11790
All directors and officers as a group (5 persons)
* indicates less than one percent
Common Stock
81,860,825 (4)
21.63%
Common Stock
625,000 (5)
*
Common Stock
8,080,000 (6)
2.26%
Common Stock
9,903,359 (7)
2.76%
Common Stock
Common Stock
625,000 (5)
100,965,917 (8)
*
25.45%
(1)
(2)
(3)
(4)
(5)
Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to the shares shown. Except as
indicated by footnote and subject to community property laws where applicable, to our knowledge, the stockholders named in the table have sole voting and investment
power with respect to all common stock shares shown as beneficially owned by them. A person is deemed to be the beneficial owner of securities that can be acquired by
such person within 60 days upon the exercise of options, warrants or convertible securities (in any case, the "Currently Exercisable Options”). Each beneficial owner’s
percentage ownership is determined by assuming that the Currently Exercisable Options that are held by such person (but not those held by any other person) have been
exercised and converted.
Does not include unvested shares subject to options granted on June 17, 2008 pursuant to the 2005 Incentive Stock Plan, which vested with respect to 25% of the
underlying shares on the date of grant and vest with respect to the remaining shares ratably on each anniversary thereafter until fully vested on the third anniversary of
the date of grant, including 7,500,000 to James A. Hayward, 125,000 to Yacov Shamash, 7,500,000 to Kurt H. Jensen, 7,500,000 to Ben Liang and 125,000 to Sanford R.
Simon.
Based upon 349,571,020 shares of common stock outstanding as of December 10, 2010.
Includes 28,900,000 shares underlying currently exercisable options and warrants.
Includes 625,000 shares underlying a currently exercisable warrant.
-40-
(6)
(7)
(8)
Includes 40,000 shares held by a spouse and 8,000,000 shares underlying currently exercisable options.
Includes 275,392 shares held by spouse and 9,500,000 shares underlying currently exercisable options.
Includes 47,650,000 shares underlying currently exercisable options and warrants.
Equity Compensation Plan Information
2002 Professional/Employee/Consultant Compensation Plan.
In November of 2002, we created a special compensation plan to pay the founders, consultants and professionals that had been contributing valuable services to us
during the previous nine months. This plan, under which 2,000,000 shares of our common stock were reserved for issuance, is called the Professional/Employee/Consultant
Compensation Plan (the "Compensation Plan”). Share and option issuances from the Compensation Plan were to be staggered over the following six to eight months, and
consultants that were to continue providing services thereafter either became employees or received renewed contracts from us in July of 2003, which contracts contained a more
traditional cash compensation component. Each qualified and eligible recipient of shares and/or options under the Compensation Plan received securities in lieu of cash payment
for services. Each recipient agreed, in his or her respective consulting contract with us, to sell a limited number of shares monthly. In December of 2004, we adjusted the exercise
price of options under the Compensation Plan to $0.60 per share. As of September 30, 2009, a total of 1,440,000 shares have been issued from, and options to purchase 560,000
shares have been issued under the Compensation Plan, and options to purchase 264,000 shares have been exercised as of that date.
2005 Incentive Stock Plan.
On January 26, 2005, the Board of Directors, and on February 15, 2005, the holders of a majority of the outstanding common stock of the Company approved the 2005
Incentive Stock Plan and authorized the issuance of 16,000,000 shares of common stock as stock awards and stock options thereunder. On May 16, 2007, at the annual meeting of
stockholders, the holders of a majority of the outstanding common stock of the Company approved an increase in the number of shares subject to the 2005 Incentive Stock Plan to
20,000,000 shares of common stock. On June 17, 2008, the Board of Directors unanimously adopted an amendment to the 2005 Incentive Stock Plan that increased the total number
of shares of common stock issuable pursuant to the 2005 Incentive Stock Plan from a total of 20,000,000 shares to a total of 100,000,000 shares, which was appro ved by our
stockholders at the 2008 annual meeting of stockholders held on December 16, 2008. In connection with the share increase amendment, the Board of Directors granted and we
issued options to purchase a total of 37,670,000 shares to certain key employees and non-employee directors under the 2005 Incentive Stock Plan, including 17,000,000, 5,000,000
and 7,000,000 to James A. Hayward, Kurt H. Jensen and Ming-Hwa Liang, respectively. The options granted to our key employees and non-employee directors vested with respect
to 25% of the underlying shares on the date of grant and the remaining vest ratably each anniversary thereafter until fully vested on the third anniversary of the date of grant. On
May 27, 2010, Messrs. Hayward, Jensen and Liang elected to forfeit the options to purchase 17,000,000, 5,000,000 and 7,000,000 shares, respectively, that were previously granted
to them. In lieu of the forfeited options, the Board of Directors granted new stock options to such executive of ficers to purchase 17,000,000, 5,000,000 and 7,000,000 shares of the
Company’s Common Stock at an exercise price of $0.05 under the 2005 Incentive Stock Plan which are fully vested and became exercisable on June 29, 2010 following approval by
our stockholders to amend our certificate of incorporation to increase our authorized shares of common stock. On July 1, 2010, the Board of Directors granted nonstatutory stock
options to purchase 10,000,000 shares to each of Messrs. Hayward, Jensen and Liang, under the 2005 Incentive Stock Plan. The options granted vested with respect to 25% of the
underlying shares on the date of grant, and the remaining will vest ratably each anniversary thereafter until fully vested on the third anniversary of the date of grant.
The 2005 Incentive Stock Plan is designed to retain directors, executives, and selected employees and consultants by rewarding them for making contributions to our
success with an award of options to purchase shares of our common stock. As of September 30, 2010, a total of 9,675,000 shares have been issued and options to purchase
66,900,000 shares have been granted under the 2005 Incentive Stock Plan.
The Board of Directors, in their discretion, may award stock and stock options to executive officers and key employees as part of their compensation for employment or for
retention purposes.
-41-
The following table sets forth certain information regarding our compensation plans as of September 30, 2010:
Plan Category
Number of Securities
to be Issued Upon
Exercise of
Outstanding Options,
Warrants and Rights
(a)
Weighted-Average
Exercise Price of
Outstanding Options,
Warrants and Rights
(b)
Number of Securities
Remaining Available for
Future Issuance Under
Equity Compensation Plans
(Excluding Securities
Reflected in Column (a))
(c)
Professional/Consultant/ Employee Stock and Stock Option Compensation Plan approved
in November 2002
2005 Incentive Stock Plan approved on February 14, 2005
Total
296,000 $
66,900,000 $
67,196,000 $
0.60
0.06
0.06
0
23,425,000
23,425,000
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
During the fiscal years ended September 30, 2009 and 2010, we issued and sold an aggregate principal amount of $2,175,000 in secured convertible promissory notes
bearing interest at 10% per annum and warrants to purchase an aggregate of 1,300,000 shares of our common stock to James A. Hayward, our President, Chairman, Chief Executive
Officer and a director, as follows:
● On October 21, 2008, we issued and sold to James A. Hayward a $500,000 principal amount secured promissory note ("October Note”) bearing interest at a rate of
10% per annum and a warrant ("October Warrant”) to purchase 1,000,000 shares of our common stock. The October Warrant is exercisable for a four-year period
commencing on October 21, 2009, and expiring on October 20, 2013, at a price of $0.50 per share. The October Warrant may be redeemed at our option at a
redemption price of $0.01 upon the earlier of (i) October 20, 2011, and (ii) the date our common stock has traded on The Over the Counter Bulletin Board at or
above $1.00 per share for 20 consecutive trading days. On February 15, 2010, the Company issued 21,386,836 shares of common stock in settlement of the
convertible note and related interest.
● On January 29, 2009, we issued and sold to James A. Hayward a $150,000 principal amount secured promissory note ("January Note”) bearing interest at a rate of
10% per annum and a warrant ("January Warrant”) to purchase 300,000 shares of our common stock. The January Warrant is exercisable for a four-year period
commencing on January 29, 2010, and expiring on January 28, 2014, at a price of $0.50 per share. The January Warrant may be redeemed at our option at a
redemption price of $0.01 upon the earlier of (i) January 29, 2012, and (ii) the date our common stock has traded on The Over the Counter Bulletin Board at or
above $1.00 per share for 20 consecutive trading daysThe note was converted into 5,135,559 shares of common stock on 6/29/2010. On June 29, 2010, the
Company issued 5,135,559 shares of common stock in settlement of the convertible note and related interest.
● On February 27, 2009, we issued and sold to James A. Hayward a $200,000 principal amount secured promissory note ("February Note”) bearing interest at a rate
of 10% per annum. On June 29, 2010, the Company issued 4,834,147 shares of common stock in settlement of the convertible note and related interest.
● On March 30, 2009, we issued and sold to James A. Hayward a $250,000 principal amount secured promissory note ("March Note”) bearing interest at a rate of
10% per annum. On June 29, 2010, the Company issued 6,504,078 shares of common stock in settlement of the convertible note and related interest.
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● On June 30, 2009, we issued and sold to James A. Hayward a $150,000 principal amount secured promissory note ("June Note”) bearing interest at a rate of 10%
per annum. The note was converted into 21,386,836 shares of common stock on 2/15/2010. On June 30, 2010, the Company issued 1,601,020 shares of common
stock in settlement of the convertible note and related interest.
● On September 30, 2009, we issued and sold to James A. Hayward a $250,000 principal amount secured promissory note ("September Note”) bearing interest at a
rate of 10% per annum. The note was converted into 21,386,836 shares of common stock on 2/15/2010. On September 30, 2010, the Company issued 2,259,045
shares of common stock in settlement of the convertible note and related interest.
● On July 15, 2010, we cancelled a $675,000 principal amount promissory note previously issued to James A. Hayward on June 4, 2010, and, in lieu thereof, issued to
Dr. Hayward a $450,000 principal amount senior secured convertible note bearing interest at the rate of 10% per annum ("First July Note”) and a $225,000 principal
amount promissory note bearing interest at a rate of 10% per annum ("Second July Note”).
The First July Note is convertible, in whole or in part, at any time, at the option of the noteholder, into either (A) such number of shares of our common stock, determined
by dividing (i) the principal amount of the note, together with any and all accrued and unpaid interest and penalties, by (ii) a conversion price of $0.04405, which is equal to a 20%
discount to the average volume, weighted average price of our Common Stock for the ten trading days prior to issuance (the "Common Conversion Price”) or (B) securities issued
in any Subsequent Financing ("Subsequent Securities”) at a conversion price equal to 80% of the price per Subsequent Security paid by investors for Subsequent Securities in a
Subsequent Financing (the "Subsequent Financing Price”). A "Subsequent Financing” is the sale by the Company or an affiliate thereof of securities at any time after July 15, 2010
and prior to the earlier of (i) a Qualified Financing or (ii) July 15, 2011. The noteholder may convert its note in whole in connection with any one Subsequent Financing or in part in
connection with one or more Subsequent Financings. The note shall be automatically converted upon the earlier of (I) July 15, 2011 and (II) the completion of a Qualified Financing
at the election of each noteholder into either (A) shares of Common Stock at the Common Conversion Price, (B) Subsequent Securities at a conversion price equal to 80% of the
Subsequent Financing Price, or (C) securities issued in a Qualified Financing (the "Qualified Financing Securities”) at a conversion price equal to 80% of the price per Qualified
Security paid by investors for the Qualified Securities in the Qualified Financing. A "Qualified Financing” is the sale by the Company or an affiliate thereof of securities resulting in
gross proceeds (before transaction fees and expenses) in a single transaction equal to or in excess of $10 million. The notes bears interest at the rate of 10% per annum and is due
and payable in full on July 15, 2011. Until the principal and accrued but unpaid interest under the note is paid in full, or converted into Conversion Shares pursuant to its terms, our
obligations under the note will be secured by a lien on all of our assets and the assets of our wholly owned subsidiary, APDN (B.V.I.) Inc.
The Second July Note shall automatically convert on the earlier of (a) January 31, 2012 into shares of our common stock at a conversion price of $0.38866151 per share,
which is equal to a 20% discount to the average volume, weighted average price of our common stock for the ten trading days prior to issuance or (b) the closing of a Qualified
Financing into shares of Qualified Financing Securities at a conversion price equal to a 20% discount to the purchase price paid by investors in the Qualified Financing. In addition,
the promissory note is convertible into shares of our common stock at the option of the noteholder at any time prior to such automatic conversion at a price equal to the greater of
(i) 50% of the average price of our common stock for the ten trading days prior to the date of the notice of conversion and (ii) $0.388661 51. In addition, any time prior to
conversion, we have the irrevocable right to repay the unpaid principal and accrued but unpaid interest under the promissory note on three days written notice (during which
period the holder can elect to convert the promissory note). The promissory note bears interest at the rate of 10% per annum and is due and payable in full on January 31,
2012. Until the principal and accrued but unpaid interest under the promissory note is paid in full, or converted into shares of our common stock, the promissory note will be
secured by a security interest in all of our assets and the assets of our wholly-owned subsidiary, APDN (B.V.I.) Inc.
We currently have no formal, written policy regarding entering into transactions with affiliated parties. However, all transactions with affiliated parties, including the
foregoing, are reviewed and approved by a disinterested majority of our board of directors. The foregoing transactions with affiliated parties were made on substantially similar
terms as transactions with third party investors in our securities during the fiscal years ended September 30, 2009 and 2010.
-43-
Director Independence
Our Board of Directors currently consists of three members: James A. Hayward, Yacov Shamash and Sanford R. Simon. Although our securities are not currently listed on
a national securities exchange or in an inter-dealer quotation system which has requirements that a majority of the board of directors be independent, the Board of Directors has
determined that currently and at all times during the fiscal year ended September 30, 2010, Drs. Shamash and Simon, representing two of our thrree directors, are "independent” as
defined by the listing standards of the Nasdaq Stock Market, constituting a majority of independent directors of our Board of Directors as required by the rules of the Nasdaq
Stock Market. The Board of Directors considers in its evaluation of independence whether any director has a r elationship with us that would interfere with the exercise of
independent judgment in carrying out his responsibilities of a director.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.
The following table sets forth fees billed to us by our auditors during fiscal years ended September 30, 2010 and 2009 for: (i) services rendered for the audit of our annual
financial statements and the review of our quarterly financial statements, (ii) services by our auditor that are reasonably related to the performance of the audit or review of our
financial statements and that are not reported as Audit Fees, (iii) services rendered in connection with tax compliance, tax advice and tax planning, and (iv) all other fees for services
rendered.
(i) Audit Fees
(ii) Audit Related Fees
(iii) Tax Fees
(iv) All Other Fees
Total Fees
Fiscal year ended
September 30, 2010
Fiscal year ended
September 30, 2009
$
$
73,000
—
20,000
—
93,000
$
$
73,000
10,000
—
—
83,000
Audit Fees -- Consists of fees billed for professional services rendered for the audit of our consolidated financial statements and review of the interim consolidated
financial statements included in quarterly reports and services that are normally provided by RBSM LLP in connection with statutory and regulatory filings or engagements.
Audit Related Fees -- Consists of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of our consolidated
financial statements and are not reported under "Audit Fees.” These services consist of responding to SEC comments in connection with our filings with the SEC and the review of
and consent to registration statements. There were no audit related fees billed in fiscal 2010.
Tax Fees -- Consists of fees billed for professional services for tax compliance, tax advice and tax planning. There were no tax fees billed in fiscal 2009.
All Other Fees -- Consists of fees for products and services other than the services reported above. There were no management consulting services provided in fiscal
2010 or 2009.
The Board of Directors has considered whether the provision of non-audit services is compatible with maintaining the principal accountant’s independence.
Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors
We currently do not have a designated Audit Committee, and accordingly, our Board of Directors’ policy is to pre-approve all audit and permissible non-audit services
provided by the independent auditors. These services may include audit services, audit-related services, tax services and other services. Pre-approval is generally provided for up
to one year and any pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget. The independent auditors and
management are required to periodically report to our Board of Directors regarding the extent of services provided by the independent auditors in accordance with this pre-
approval, and the fees for the services performed to date. The Board of Directors may also pre-approve pa rticular services on a case-by-case basis.
-44-
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) We have filed the following documents as part of this Form 10-K:
1. Consolidated Financial Statements
PART IV
Our consolidated financial statements at September 30, 2010 and 2009, and for the years ended September 30, 2010 and 2009, and the notes thereto, together with the report
of our independent registered public accounting firm on those consolidated financial statements, are hereby filed as part of this report beginning on page F-1.
2. Financial Statement Schedule
All financial statement schedules have been omitted since the required information is not applicable or is not present in amounts sufficient to require submission of the
schedule, or because the information required is included in the consolidated financial statements and notes thereto.
3. Exhibits.
The information required by this item is set forth on the exhibit index that follows the signature page of this report.
-45-
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
SIGNATURES.
Date: December 15, 2010
APPLIED DNA SCIENCES, INC.
/s/ JAMES A. HAYWARD
James A. Hayward
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.
Name
/s/ JAMES A. HAYWARD
James A. Hayward
/s/ KURT H. JENSEN
Kurt H. Jensen
/s/ YACOV SHAMASH
Yacov Shamash
/s/ SANFORD R. SIMON
Sanford R. Simon
Position
Chief Executive Officer (Principal Executive Officer), President, Chairman
of the Board of Directors and Director
Chief Financial Officer (Principal Financial Officer and Principal
Accounting Officer)
Director
Director
-46-
Date
December 15, 2010
December 15, 2010
December 15, 2010
December 15, 2010
The following exhibits are included as part of this Form 10-K. References to "the Company” in this Exhibit List mean Applied DNA Sciences, Inc., a Delaware corporation.
Exhibit
Description
EXHIBIT INDEX
3.1
3.2
4.1
4.2
4.3
4.4
4.5
4.6
4.7
4.8
10.1†
10.2#
10.3#
10.4#
10.5#
10.6
10.7#
10.8#
Certificate of Incorporation of Applied DNA Sciences, Inc., filed as an exhibit to the current report on Form 8-K filed with the Commission on January 16, 2009
and incorporated herein by reference.
By-Laws of Applied DNA Sciences, Inc., filed as an exhibit to the current report on Form 8-K filed with the Commission on January 16, 2009 and incorporated
herein by reference.
Form of Subscription Agreement, filed as an exhibit to the current report on Form 8-K filed with the Commission on January 28, 2005 and incorporated herein by
reference.
Form of 10% Secured Convertible Promissory Note, filed as an exhibit to the current report on Form 8-K filed with the Commission on January 28, 2005 and
incorporated herein by reference.
Form of Warrant Agreement, filed as an exhibit to the current report on Form 8-K filed with the Commission on January 28, 2005 and incorporated herein by
reference.
Registration Rights Agreement, dated January 28, 2005, between the Company and Vertical Capital Partners, Inc., on behalf of the investors, filed as an exhibit to
the current report on Form 8-K filed with the Commission on January 28, 2005 and incorporated herein by reference.
Security Agreement, dated January 28, 2005, between the Company and Vertical Capital Partners, Inc., on behalf of the investors, filed as an exhibit to the current
report on Form 8-K filed with the Commission on January 28, 2005 and incorporated herein by reference.
Form of Subscription Agreement, filed as an exhibit to the current report on Form 8-K filed with the Commission on October 11, 2007 and incorporated herein by
reference.
Form of 10% Secured Convertible Promissory Note, filed as an exhibit to the current report on Form 8-K filed with the Commission on October 11, 2007 and
incorporated herein by reference.
Form of Warrant Agreement, filed as an exhibit to the current report on Form 8-K filed with the Commission on October 11, 2007 and incorporated herein by
reference.
Applied DNA Sciences, Inc. 2005 Stock Incentive Plan and form of employee stock option agreement thereunder, filed as an exhibit to the registration statement
on Form S-8 filed with the Commission on December 4, 2009 and incorporated herein by reference.
Joint Development and Marketing Agreement, dated April 18, 2007 by and between Applied DNA Sciences and International Imaging Materials, Inc., filed as an
exhibit to the current report on Form 8-K filed with the Commission on April 24, 2007 and incorporated herein by reference.
Technology Reseller Agreement, dated May 30, 2007 by and between Applied DNA Sciences, Inc. and Printcolor Screen Ltd., filed as an exhibit to the current
report on Form 8-K filed with the Commission on June 1, 2007 and incorporated herein by reference.
Feasibility Study Agreement, dated June 27, 2007 by and between Applied DNA Sciences, Inc. and Supima, filed as an exhibit to the current report on Form 8-K
filed with the Commission on July 3, 2007 and incorporated herein by reference.
Supply and Distribution Agreement, dated September 16, 2009 by and between Applied DNA Sciences, Inc. and Printcolor Screen Ltd., filed as an exhibit to the
annual report on Form 10-K filed with the Commission on December 23, 2009
Applied DNA Sciences, Inc. 2005 Incentive Stock Plan, filed as an exhibit to the Company’s Registration Statement on Form S-8 (File No. 333-163478) filed with
the Commission on December 4, 2009 and incorporated herein by reference.
Authentication Mark Agreement, dated December 14, 2009 by and between Applied DNA Sciences, Inc. and Nissha Printing Co., Ltd., filed as an exhibit to the
quarterly report on Form 10-Q filed with the Commission on February 11, 2010.
Authentication Mark Agreement, dated December 21, 2009 by and between Applied DNA Sciences, Inc. and ***, filed as an exhibit to the quarterly report on
Form 10-Q filed with the Commission on February 11, 2010.
-47-
10.9
10.10
10.11
10.12
10.13
10.14
10.15
10.16
10.17
10.18
10.19
10.20
10.21
10.22
10.23
10.24
10.25
10.26
23.1*
31.1*
31.2*
32.1*
32.2*
Form of Securities Purchase Agreement, filed as an exhibit to the current report on Form 8-K filed with the Commission on July 16, 2010.
Form of Note, filed as an exhibit to the current report on Form 8-K filed with the Commission on July 16, 2010.
Form of Registration Rights Agreement, filed as an exhibit to the current report on Form 8-K filed with the Commission on July 16, 2010.
Security Agreement, dated July 15, 2010, made by the Company in favor of Etico Capital, LLC, filed as an exhibit to the current report on Form 8-K filed with the
Commission on July 16, 2010.
Security Agreement, dated July 15, 2010, made by APDN BVI in favor of Etico Capital, LLC, filed as an exhibit to the current report on Form 8-K filed with the
Commission on July 16, 2010.
Trademark Security Agreement, dated July 15, 2010, made by the Company in favor of Etico Capital, LLC, filed as an exhibit to the current report on Form 8-K filed
with the Commission on July 16, 2010.
Trademark Security Agreement, dated July 15, 2010, made by APDN BVI in favor of Etico Capital, LLC, filed as an exhibit to the current report on Form 8-K filed
with the Commission on July 16, 2010.
Trademark Security Agreement, dated July 15, 2010, made by APDN BVI, as successor in interest by merger to Rixflex Holdings Limited, in favor of Etico Capital,
LLC, filed as an exhibit to the current report on Form 8-K filed with the Commission on July 16, 2010.
Patent Security Agreement, dated July 15, 2010, made by APDN BVI in favor of Etico Capital, LLC, filed as an exhibit to the current report on Form 8-K filed with
the Commission on July 16, 2010.
Patent Security Agreement, dated July 15, 2010, made by APDN BVI, as successor in interest by merger to Rixflex Holdings Limited, in favor of Etico Capital, LLC,
filed as an exhibit to the current report on Form 8-K filed with the Commission on July 16, 2010.
Form of Prior Investor Security Agreement, filed as an exhibit to the current report on Form 8-K filed with the Commission on July 16, 2010.
Form of Warrant, filed as an exhibit to the current report on Form 8-K filed with the Commission on July 16, 2010.
10% Secured Convertible Promissory Note issued by the Company to James A. Hayward, filed as an exhibit to the current report on Form 8-K filed with the
Commission on July 16, 2010.
Form of Subscription Agreement by and among Applied DNA Sciences, Inc. and the investors named on the signature pages thereto, filed as an exhibit to the
current report on Form 8-K filed with the Commission on November 26, 2010.
Form of Note, filed as an exhibit to the current report on Form 8-K filed with the Commission on November 26, 2010.
Form of Joinder Agreement to Registration Rights Agreement filed as an exhibit to the current report on Form 8-K filed with the Commission on November 26,
2010.
Form of Joinder Agreement to Security Agreement filed as an exhibit to the current report on Form 8-K filed with the Commission on November 26, 2010.
Form of Joinder Agreement to Security Agreement (APDN BVI) filed as an exhibit to the current report on Form 8-K filed with the Commission on November 26,
2010.
Consent of RBSM LLP.
Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002
Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002
Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002
Certifications of Chief Financial Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002
-48-
* Filed herewith.
† Indicates a management contract or any compensatory plan, contract or arrangement.
# A request for confidentiality has been filed for certain portions of the indicated document. Confidential portions have been omitted and filed separately with the Securities and
Exchange Commission as required by Rule 24b-2 promulgated under the Securities Exchange Act of 1934.
-49-
APPLIED DNA SCIENCES, INC.
INDEX TO FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets as of September 30, 2010 and 2009
Consolidated Statements of Operations for the Years Ended September 30, 2010 and 2009
Consolidated Statements of Deficiency in Stockholders’ Equity for the Two Years Ended September 30, 2010
Consolidated Statements of Cash Flows for the Years Ended September 30, 2010 and 2009
Notes to Consolidated Financial Statements
F-1
Page
F-2
F-3
F-4
F-5
F-6
F-7
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors
Applied DNA Sciences, Inc.
Stony Brook, New York
We have audited the accompanying consolidated balance sheets of Applied DNA Sciences, Inc. (the "Company”) as of September 30, 2010 and 2009 and the related consolidated
statements of operations, deficiency in stockholders’ equity, and cash flows for each of the two years in the period ended September 30, 2010. These financial statements are the
responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based upon our audits.
We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States of America). Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. The Company is not required to have, nor were we
engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing
audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial
reporting. Accordingly we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We
believe our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Applied DNA Sciences, Inc. as of September
30, 2010 and 2009, and the results of its operations and its cash flows for each of the two years in the period ended September 30, 2010, in conformity with accounting principles
generally accepted in the United States of America.
The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As discussed in the Note L to the
accompanying consolidated financial statements, the Company has suffered recurring losses and does not have significant cash or other material assets, nor does it have an
established source of revenues sufficient to cover its operations, which raises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to
this matter are described in Note L. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
New York, New York
December 15, 2010
/s/ RBSM LLP
F-2
APPLIED DNA SCIENCES, INC.
CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 2010 AND 2009
ASSETS
Current assets:
Cash
Accounts receivable
Prepaid expenses
Total current assets
Property, plant and equipment-net of accumulated depreciation of $207,097 and $199,119, respectively
Other assets:
Deposits
Capitalized finance costs-net of accumulated amortization of $947,276 and $615,611, respectively
Intangible assets:
Patents, net of accumulated amortization of $34,257 and $34,112, respectively (Note B)
Intellectual property, net of accumulated amortization and write off of $8,794,265 and $8,430,474, respectively (Note B)
$
2010
2009
$
17,618
63,029
161,456
242,103
3,765
8,322
522,489
-
636,635
213,307
47,302
79,436
340,045
11,743
8,322
146,389
145
1,000,426
Total Assets
$
1,413,314
$
1,507,070
LIABILITIES AND DEFICIENCY IN STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued liabilities
Advances from officers
Convertible notes payable, net of unamortized discount of $545,920 and $319,589, respectively (Note D)
Total current liabilities
Long term debt:
Convertible note payable-related party, net of unamortized discount of $5,286
Commitments and contingencies (Note H)
Deficiency in Stockholders’ Equity- (Note F)
Preferred stock, par value $0.001 per share; 10,000,000 shares authorized; -0- issued and outstanding as of September 30, 2010 and 2009
Common stock, par value $0.001 per share; 800,000,000 shares authorized; 346,366,244 and 275,204,070 issued and outstanding as of
September 30, 2010 and 2009, respectively
Additional paid in capital
Accumulated deficit
Total deficiency in stockholders’ equity
Total Liabilities and Deficiency in Stockholders’ Equity
See the accompanying notes to the consolidated financial statements
F-3
$
967,550
$
50,000
1,774,080
2,791,630
843,491
2,410,411
3,253,902
219,714
-
-
-
-
-
346,366
149,396,907
(151,341,303)
(1,598,030)
275,204
141,409,667
(143,431,703)
(1,746,832)
$
1,413,314
$
1,507,070
Sales
Cost of sales
Gross Profit
Operating expenses:
Selling, general and administrative
Research and development
Depreciation and amortization
Total operating expenses
LOSS FROM OPERATIONS
Other income (Note C)
Interest expense, net
Net (loss) income before provision for income taxes
Income taxes (benefit)
NET (LOSS) INCOME
Net (loss) income per share-basic
Net (loss) income per share-fully diluted
Weighted average shares outstanding
Basic
Fully diluted
APPLIED DNA SCIENCES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
YEARS ENDED SEPTEMBER 30, 2010 AND 2009
See the accompanying notes to the consolidated financial statements
F-4
2010
2009
$
$
519,844
(62,929)
456,915
7,126,091
75,961
371,914
295,162
(61,238)
233,924
6,576,434
135,405
418,128
7,573,966
7,129,967
(7,117,051)
(6,896,043)
-
(792,549)
12,023,888
(1,182,695)
(7,909,600)
3,945,150
-
572
(7,909,600)
$
3,944,578
(0.03)
$
(0.03)
$
0.02
0.01
300,352,913
251,520,538
300,352,913
308,912,411
$
$
$
APPLIED DNA SCIENCES, INC.
CONSOLIDATED STATEMENT OF DEFICIENCY IN STOCKHOLDERS’ EQUITY
TWO YEARS ENDED SEPTEMBER 30, 2010
Preferred
Shares
Preferred
Stock
Amount
Balance, September 30, 2008
Common stock issued in settlement of
convertible debentures
Common stock issued in exchange for
consulting services
Common stock issued in February 2009
in settlement of prior services at $0.06
per share
Fair value of warrants issued in
connection with services rendered
Common stock issued for exercise of
options cashless basis
Beneficial conversion feature relating
to convertible debentures
Equity based compensation
Fair value of vested options issued
directors, officers and employees
Net income
Balance, September 30, 2009
Equity based compensation
Fair value of vested options issued to
directors, officers and employees
Fair value of vested warrants issued
for service
Beneficial conversion feature relating
to convertible debentures
Common stock issued in settlement of
convertible debentures
Common stock issued in exchange for
consulting services
Cancellation of shares held in treasury
Net loss
Balance, September 30, 2010
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
$
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Common
Shares
205,359,605
Common
Stock
Amount
$
205,359
$
Additional
Paid in
Capital
133,133,354
Accumulated
Deficit
(147,376,281)
$
$
46,430,397
46,432
3,858,568
20,000,000
20,000
(20,000)
3,101,568
3,101
182,993
-
-
217,865
312,500
312
(312)
-
-
-
-
-
-
831,144
457,534
2,748,521
-
-
-
-
-
-
-
-
-
275,204,070
-
275,204
-
141,409,667
3,944,578
(143,431,703)
-
-
-
-
-
-
-
-
1,250,950
2,545,305
288,314
744,147
56,099,888
56,100
2,975,749
15,297,286
(235,000)
15,297
(235)
182,540
235
-
-
-
-
-
-
-
Total
(14,037,568)
3,905,000
-
186,094
217,865
-
831,144
457,534
2,748,521
3,944,578
(1,746,832)
1,250,950
2,545,305
288,314
744,147
3,031,849
197,837
-
-
346,366,244
$
-
346,366
$
-
149,396,907
$
(7,909,600)
(151,341,303)
$
(7,909,600)
(1,598,030)
See the accompanying notes to the consolidated financial statements
F-5
APPLIED DNA SCIENCES, INC
CONSOLIDATED STATEMENT OF CASH FLOWS
YEARS ENDED SEPTEMBER 30, 2010 AND 2009
Cash flows from operating activities:
Net (loss) income
Adjustments to reconcile net (loss) income to net used in operating activities:
Depreciation and amortization
Reversal of accrued penalty charges
Fair value of vested options issued to officers, directors and employees
Fair value of warrants issued in exchange for services rendered
Amortization of capitalized financing costs
Amortization of debt discount attributable to convertible debentures
Equity based compensation
Common stock issued in settlement of interest
Change in assets and liabilities:
(Increase) decrease in accounts receivable
(Increase) decrease in prepaid expenses and deposits
Decrease in accounts payable and accrued liabilities
Net cash used in operating activities
Cash flows from investing activities:
Cash flows from financing activities:
Net proceeds from related party advances
Net proceeds from issuance of convertible notes
Net cash provided by financing activities
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
Supplemental Disclosures of Cash Flow Information:
Cash paid during period for interest
Cash paid during period for taxes
Non-cash transactions:
Common stock issued in exchange for previously incurred debt
See the accompanying notes to the consolidated financial statements
F-6
2010
2009
$
(7,909,600)
$
3,944,578
371,914
-
2,545,305
-
331,665
512,530
1,250,951
195,794
(15,727)
31,865
230,114
(2,455,189)
418,128
(12,023,888)
2,748,521
217,865
151,337
998,280
643,628
-
27,848
3,897
401,208
(2,468,598)
-
-
50,000
2,209,500
2,259,500
(195,689)
213,307
17,618
-
-
$
$
$
-
2,545,500
2,545,500
76,902
136,405
213,307
-
-
3,031,849
$
3,905,000
$
$
$
$
APPLIED DNA SCIENCES, INC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2010
NOTE A — SUMMARY OF ACCOUNTING POLICIES
A summary of the significant accounting policies applied in the preparation of the accompanying consolidated financial statements follows.
Business and Basis of Presentation
On September 16, 2002, Applied DNA Sciences, Inc. (the "Company”) was incorporated under the laws of the State of Nevada. The Company is principally devoted to developing
DNA embedded biotechnology security solutions in the United States. To date, the Company has generated minimum sales revenues from its services and products; it has incurred
expenses and has sustained losses. For the period from inception through September 30, 2010, the Company has accumulated losses of $151,341,303.
The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Applied DNA Operations Management, Inc., APDN (B.V.I.) Inc.
and Applied DNA Sciences Europe Limited. Significant inter-company transactions have been eliminated in consolidation.
Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain
reported amounts and disclosures. Accordingly, actual results could differ from those estimates.
Revenue Recognition
Revenues are derived from research, development, qualification and production testing for certain commercial products. Revenue from fixed price testing contracts is generally
recorded upon completion of the contracts, which are generally short-term, or upon completion of identifiable contractual tasks. At the time the Company enters into a contract that
includes multiple tasks, the Company estimates the amount of actual labor and other costs that will be required to complete each task based on historical experience. Revenues are
recognized which provide for a profit margin relative to the testing performed. Revenue relative to each task and from contracts which are time and materials based is recorded as
effort is expended. Billings in excess of amounts earned are deferred. Any anticipated losses on contracts are charged to income when identified. To the extent management does
not accurately forecast the level of effort required to complete a contract, or individual tasks within a contract, and the Company is unable to negotiate additional billings with a
customer for cost over-runs, the Company may incur losses on individual contracts. All selling, general and administrative costs are treated as period costs and expensed as
incurred.
For revenue from product sales, the Company recognizes revenue in accordance with Accounting Standards Codification subtopic 605-10, Revenue Recognition ("ASC 605-10”).
ASC 605-10 requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the
selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management’s judgments regarding the fixed
nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for allowances and other adjustments are provided for in the same period
the related sales are recorded. The Company defers any revenue for which the product has not been delivered or is subject t o refund until such time that the Company and the
customer jointly determine that the product has been delivered or no refund will be required. At September 30, 2010 and 2009, the Company did not record any deferred revenue for
the respective periods.
F-7
APPLIED DNA SCIENCES, INC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2010
Cash Equivalents
For the purpose of the accompanying consolidated financial statements, all highly liquid investments with a maturity of three months or less are considered to be cash equivalents.
Accounts Receivable
The Company provides an allowance for doubtful accounts equal to the estimated uncollectible amounts. The Company’s estimate is based on historical collection experience and
a review of the current status of trade accounts receivable. It is reasonably possible that the Company’s estimate of the allowance for doubtful accounts will change. At September
30, 2010 and 2009, the Company has deemed that no allowance for doubtful accounts was necessary.
Income Taxes
The Company has adopted Accounting Standards Codification subtopic 740-10, Income Taxes ("ASC 740-10”) which requires the recognition of deferred tax liabilities and assets
for the expected future tax consequences of events that have been included in the financial statement or tax returns. Under this method, deferred tax liabilities and assets are
determined based on the difference between financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are
expected to reverse. Temporary differences between taxable income reported for financial reporting purposes and income tax purposes are insignificant.
Property and Equipment
Property and equipment are stated at cost and depreciated over their estimated useful lives of 3 to 5 years using the straight line method. At September 30, 2010 and 2009 property
and equipment consist of:
September 30,
2010
September 30,
2009
Computer equipment
Lab equipment
Furniture
Accumulated depreciation
Net
$
$
27,404
77,473
105,985
210,862
207,097
3,765
$
$
27,404
77,473
105,985
210,862
199,119
11,743
Impairment of Long-Lived Assets
The Company has adopted Accounting Standards Codification subtopic 360-10, Property, Plant and Equipment ("ASC 360-10”). ASC 360-10 requires that long-lived assets and
certain identifiable intangibles held and used by the Company be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an
asset may not be recoverable. The Company evaluates its long lived assets for impairment annually or more often if events and circumstances warrant. Events relating to
recoverability may include significant unfavorable changes in business conditions, recurring losses, or a forecasted inability to achieve break-even operating results over an
extended period. The Company evaluates the recoverability of long-lived assets based upon forecasted undiscounted cash flows. Should imp airment in value be indicated, the
carrying value of intangible assets will be adjusted, based on estimates of future discounted cash flows resulting from the use and ultimate disposition of the asset. ASC 360-10
also requires assets to be disposed of be reported at the lower of the carrying amount or the fair value less costs to sell.
F-8
APPLIED DNA SCIENCES, INC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2010
Comprehensive Income
The Company does not have any items of comprehensive income in any of the years presented.
Segment Information
The Company adopted Accounting Standards Codification subtopic Segment Reporting 280-10 ("ASC 280-10”). ASC 280-10 establishes standards for reporting information
regarding operating segments in annual financial statements and requires selected information for those segments to be presented in interim financial reports issued to
stockholders. ASC 280-10 also establishes standards for related disclosures about products and services and geographic areas. Operating segments are identified as components
of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, or decision- making group, in making decisions
how to allocate resources and assess performance. The information disclosed herein, materially represents all of the financia l information related to the Company’s single principal
operating segment.
Net Loss Per Share
The Company has adopted Accounting Standards Codification subtopic 260-10, Earnings Per Share ("ASC 260-10”) which specifies the computation, presentation and disclosure
requirements of earnings per share information. Basic earnings per share have been calculated based upon the weighted average number of common shares outstanding. Dilutive
common stock equivalents consist of shares issuable upon conversion of convertible notes and the exercise of the Company’s stock options and warrants. For the year ended
September 30, 2010, common stock equivalent shares are excluded from the computation of the diluted loss per share as their effect would be anti-dilutive.
Fully diluted shares outstanding were 300,352,913 and 308,912,411 for the years ended September 30, 2010 and 2009, respectively.
Stock Based Compensation
The Company has adopted Accounting Standards Codification subtopic 718-10, Compensation ("ASC 718-10”) which requires all share-based payments to employees, including
grants of employee stock options, to be recognized in the income statement based on their fair values. Pro-forma disclosure is no longer an alternative. This statement does not
change the accounting guidance for share based payment transactions with parties other than employees provided in ASC 718-10. The Company implemented ASC 718-10 on
January 1, 2006 using the modified prospective method. Stock-based compensation expense recognized under ASC 718-10 for the years ended September 30, 2010 and 2009 was
$2,545,305 and $2,748,521, respectively.
As of September 30, 2010, 66,900,000 employee stock options were outstanding with 42,300,000 shares vested and exercisable.
Concentrations
Financial instruments and related items, which potentially subject the Company to concentrations of credit risk, consist primarily of cash, cash equivalents and trade
receivables. The Company places its cash and temporary cash investments with high credit quality institutions. At times, such investments may be in excess of the FDIC
insurance limit.
The Company’s revenues earned from sale of products and services for the years ended September 30, 2010 and 2009 included an aggregate of 64% and 83% from three and four
customers of the Company’s total revenues. Four and one customer accounted for the Company’s 90% and 100% of total accounts receivable at September 30, 2010 and 2009,
respectively.
F-9
APPLIED DNA SCIENCES, INC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2010
Research and Development
The Company accounts for research and development costs in accordance with the Accounting Standards Codification subtopic 730-10, Research and Development ("ASC 730-
10”). Under ASC 730-10, all research and development costs must be charged to expense as incurred. Accordingly, internal research and development costs are expensed as
incurred. Third-party research and development costs are expensed when the contracted work has been performed or as milestone results have been achieved. Company-
sponsored research and development costs related to both present and future products are expensed in the period incurred. The Company incurred research and development
expenses of $75,961 and $135,405 for the years ended September 30, 2010 and 2009, respectively.
Advertising
The Company follows the policy of charging the costs of advertising to expense as incurred. The Company charged to operations $50,195 and $50,922 as advertising costs for the
years ended September 30, 2010 and 2009, respectively.
Intangible Assets
The Company amortizes its intangible assets using the straight-line method over their estimated period of benefit. The estimated useful life for patents is five years while other
intellectual property uses a seven year useful life. We periodically evaluate the recoverability of intangible assets and take into account events or circumstances that warrant
revised estimates of useful lives or that indicate that impairment exists. All of our intangible assets are subject to amortization.
Fair Value of Financial Instruments
In the first quarter of fiscal year 2008, the Company adopted Accounting Standards Codification subtopic 820-10, Fair Value Measurements and Disclosures ("ASC 820-10”). ASC
820-10 defines fair value, establishes a framework for measuring fair value, and enhances fair value measurement disclosure. ASC 820-10 delays, until the first quarter of fiscal year
2009, the effective date for ASC 820-10 for all non-financial assets and non-financial liabilities, except those that are recognized or disclosed at fair value in the financial statements
on a recurring basis (at least annually). The adoption of ASC 820-10 did not have a material impact on the Company’s financial position or operations. Refer to Footnote K for
further discussion regarding fair valuation.
Effective October 1, 2008, the Company adopted Accounting Standards Codification subtopic 820-10, Fair Value Measurements and Disclosures ("ASC 820-10”) and Accounting
Standards Codification subtopic 825-10, Financial Instruments ("ASC 825-10”), which permits entities to choose to measure many financial instruments and certain other items at
fair value. Neither of these statements had an impact on the Company’s consolidated financial position, results of operations or cash flows. The carrying value of cash and cash
equivalents, accounts payable and short-term borrowings, as reflected in the balance sheets, approximate fair value because of the short-term maturity of these instruments
Recently Adopted Accounting Principles
In April 2010, the FASB (Financial Accounting Standards Board) issued Accounting Standards Update 2010-17 (ASU 2010-17), Revenue Recognition-Milestone Method (Topic
605): Milestone Method of Revenue Recognition. The amendments in this Update are effective on a prospective basis for milestones achieved in fiscal years, and interim periods
within those years, beginning on or after June 15, 2010. Early adoption is permitted. If a vendor elects early adoption and the period of adoption is not the beginning of the entity’s
fiscal year, the entity should apply the amendments retrospectively from the beginning of the year of adoption. The Company does not expect the provisions of ASU 2010-17 to
have a material effect on the financial position, results of operations or cash flows of the Company.
In March 2010, the FASB issued new accounting guidance, under ASC Topic 605 on Revenue Recognition. This standard provides that the milestone method is a valid application
of the proportional performance model for revenue recognition if the milestones are substantive and there is substantive uncertainty about whether the milestones will be
achieved. Determining whether a milestone is substantive requires judgment that should be made at the inception of the arrangement. To meet the definition of a substantive
milestone, the consideration earned by achieving the milestone (1) would have to be commensurate with either the level of effort required to achieve the milestone or the
enhancement in the value o f the item delivered, (2) would have to relate solely to past performance, and (3) should be reasonable relative to all deliverables and payment terms in
the arrangement. No bifurcation of an individual milestone is allowed and there can be more than one milestone in an arrangement. The standard is effective for interim and annual
periods beginning on or after June 15, 2010. The Company is currently evaluating the impact the adoption of this guidance will have on its financial statements.
F-10
APPLIED DNA SCIENCES, INC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2010
In February 2010, the FASB issued ASU No. 2010-09, which updates the guidance in ASC 855, Subsequent Events, such that companies that file with the SEC will no longer be
required to indicate the date through which they have analyzed subsequent events. This updated guidance became effective immediately upon issuance and was adopted as of the
first quarter of 2010.
In January 2010 the FASB issued Update No. 2010-06 Fair Value Measurements and Disclosures—Improving Disclosures about Fair Value Measurements ("2010-06”). 2010-06
requires new disclosures regarding significant transfers between Level 1 and Level 2 fair value measurements, and disclosures regarding purchases, sales, issuances and
settlements, on a gross basis, for Level 3 fair value measurements. 2010-06 also calls for further disaggregation of all assets and liabilities based on line items shown in the
statement of financial position. This amendment is effective for fiscal years beginning after December 15, 2010 and interim periods within those fiscal years. The Company is
currently evaluating whether adoption of t his standard will have a material impact on its financial position, results of operations or cash flows.
There were various other updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not
expected to a have a material impact on the Company’s consolidated financial position, results of operations or cash flows.
NOTE B - ACQUISITION OF INTANGIBLE ASSETS
The identifiable intangible assets acquired and their carrying values at September 30, 2010 and 2009 are as follows:
Trade secrets and developed technologies
(Weighted average life of 7 years)
Patents (Weighted average life of 5 years)
Total Amortized identifiable intangible
assets-
Gross carrying value:
Less:
Accumulated amortization
Impairment (See below)
Net:
Residual value:
$
$
$
September 30,
2010
September 30,
2009
9,430,900
34,257
$
9,430,900
34,257
9,465,157
9,465,157
(3,173,511)
(5,655,011)
$
636,635
$
0
(2,809,575)
(5,655,011)
1,000,571
0
During the year ended September 30, 2006 the Company management performed an evaluation of its intangible assets (intellectual property) for purposes of determining the implied
fair value of the assets at September 30, 2006. The test indicated that the recorded remaining book value of its intellectual property exceeded its fair value for the year ended
September 30, 2006, as determined by discounted future cash flows. As a result, upon completion of the assessment, management recorded a non-cash impairment charge of
$5,655,011, net of tax, or $0.05 per share during the year ended September 30, 2006 to reduce the carrying value of the patents to $2,091,800. Considerable management judgment is
necessary to estimate the fair value. Accordingly, actual results could vary significantly from management’s esti mates.
F-11
APPLIED DNA SCIENCES, INC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2010
Total amortization expense charged to operations for the years ended September 30, 2010 and 2009 were $363,936 and $366,141, respectively.
NOTE C – ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
Accounts payable and accrued liabilities at September 30, 2010 and 2009 are as follows:
Accounts payable
Accrued consulting fees
Accrued interest payable
Accrued salaries payable
Total
September 30,
2010
September 30,
2009
$
$
721,340
102,500
88,937
54,773
967,550
$
$
593,025
102,500
110,767
37,199
843,491
NOTE D – PRIVATE PLACEMENT OF CONVERTIBLE NOTES
Convertible notes payable as of September 30, 2010 and 2009 are as follows:
$
Secured Convertible Note Payable dated October 21, 2008, net of unamortized debt discount of $14,591 (Matured October 21, 2009)
Secured Convertible Note Payable dated January 29, 2009, net of unamortized debt discount of $-0- and $23,693, respectively (Matured
January 29, 2010)
Secured Convertible Note Payable dated February 27, 2009, net of unamortized debt discount of $-0- and $22,975, respectively (Matured
February 28, 2010)
Secured Convertible Note Payable dated March 30, 2009, net of unamortized debt discount of $-0- and $48,054, respectively (Matured
March 30, 2010)
Secured Convertible Note Payable dated April 14, 2009, net of unamortized debt discount of $-0- and $66,581, respectively (Matured
April 14, 2010)
Secured Convertible Note Payable dated June 22, 2009, net of unamortized debt discount of $-0- and $32,457, respectively (Matured June
22, 2010)
Secured Convertible Note Payable dated June 30, 2009, net of unamortized debt discount of $-0- and $18,374, respectively (Matured June
30, 2010)
Secured Convertible Note Payable dated August 21, 2009, net of unamortized debt discount of $-0- and $59,000, respectively (see below)
Secured Convertible Note Payable dated September 30, 2009, net of unamortized debt discount of $-0- and $16,932, respectively (see
below)
Secured Convertible Note Payable dated September 30, 2009, net of unamortized debt discount of $-0- and $16,932, respectively (see
below)
Secured Convertible Note Payable dated October 14, 2009, net of unamortized debt discount of $819 (see below)
Secured Convertible Note Payable dated January 7, 2010, net of unamortized debt discount of $9,521 (see below)
Secured Convertible Note Payable dated June 4, 2010, net of unamortized debt discount of $5,286 (see below)
Secured Convertible Note Payable dated July 15, 2010, net of unamortized debt discount of $535,580 (see below)
Less: current portion
Long-term debt- net
$
F-12
September 30,
2010
September 30,
2009
- $
-
-
-
-
-
-
-
-
-
269,181
40,479
219,714
1,464,420
1,993,794
(1,774,080)
219,714
$
485,409
126,307
177,025
201,946
233,419
217,543
131,626
371,000
233,068
233,068
-
-
-
-
2,410,411
(2,410,411)
-
APPLIED DNA SCIENCES, INC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2010
10% Secured Convertible Promissory Note dated October 21, 2008
On October 21, 2008, the Company issued a $500,000 related party convertible promissory note to a related party due October 21, 2009 with interest at 10% per annum due upon
maturity. The date of maturity of the note was extended to a future date. The note is convertible at any time prior to maturity, at the holder’s option, into shares of our common
stock at a price equal to the greater of (i) 50% of the average price of our common stock for the ten trading days prior to the date of the notice of conversion or (ii) at $0.02617152
per share, which is equal to a 30% discount to the average volume, weighted average price of our common stock for the ten trading days prior to issuance. At maturity, the note,
including any accrued and unpaid interest, is automatically convertible at $0.02617152 per share. The Company ha s granted the noteholder a security interest in all the Company’s
assets.
In accordance with ASC 470-20, the Company recognized an embedded beneficial conversion feature present in the note. The Company allocated a portion of the proceeds equal to
the intrinsic value of that feature to additional paid-in capital. The Company recognized and measured an aggregate of $279,188 of the proceeds, which is equal to the intrinsic value
of the embedded beneficial conversion feature, to additional paid-in capital and a discount against the note. The debt discount attributed to the beneficial conversion feature is
amortized over the note’s maturity period (one year) as interest expense.
In connection with the placement of the note the Company issued non-detachable warrants granting the holder the right to acquire 1,000,000 shares of the Company’s common
stock at $0.50 per share. The warrants expire five years from the issuance. In accordance with ASC 470-20, the Company recognized the value attributable to the warrants in the
amount of $34,104 to additional paid in capital and a discount against the note. The Company valued the warrants in accordance with ASC 470-20 using the Black-Scholes pricing
model and the following assumptions: contractual terms of 5 years, an average risk free interest rate of 1.86%, a dividend yield of 0%, and volatility of 207.46%. The debt discount
attributed to the value of the warrants issued is amortized over the note’s maturity period (one year) as interest expense.
The Company recorded the intrinsic value of the embedded beneficial conversion feature ($279,188) and warrants ($34,104) to debt discount, aggregating $313,292, which will be
amortized to interest expense over the term of the note. Amortization of $14,592 and $298,701 was recorded for the years ended September 30, 2010 and 2009 respectively.
On February 15, 2010, the Company issued 21,386,836 shares of common stock in settlement of the convertible note and related interest.
10% Secured Convertible Promissory Note dated January 29, 2009
On January 29, 2009, the Company issued a $150,000 related party convertible promissory note to a related party due January 29, 2010 with interest at 10% per annum due upon
maturity. The note is convertible at any time prior to maturity, at the holder’s option, into shares of our common stock at a price equal to the greater of (i) 50% of the average price
of our common stock for the ten trading days prior to the date of the notice of conversion or (ii) at $0.033337264 per share, which is equal to a 20% discount to the average volume,
weighted average price of our common stock for the ten trading days prior to issuance. At maturity, the note, including any accrued and unpaid interest, is automatically
convertible at $0.033337264 per share. The Company has granted the noteholder a security interest in all the Company’s assets .
In accordance with ASC 470-20, the Company recognized an embedded beneficial conversion feature present in the note. The Company allocated a portion of the proceeds equal to
the intrinsic value of that feature to additional paid-in capital.
The Company recognized and measured an aggregate of $61,974 of the proceeds, which is equal to the intrinsic value of the embedded beneficial conversion feature, to additional
paid-in capital and a discount against the note. The debt discount attributed to the beneficial conversion feature is amortized over the note’s maturity period (one year) as interest
expense.
F-13
APPLIED DNA SCIENCES, INC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2010
In connection with the placement of the note the Company issued non-detachable warrants granting the holder the right to acquire 300,000 shares of the Company’s common stock
at $0.50 per share. The warrants expire five years from the issuance. In accordance with ASC 470-20, the Company recognized the value attributable to the warrants in the amount of
$9,498 to additional paid in capital and a discount against the note. The Company valued the warrants in accordance with ASC 470-20 using the Black-Scholes pricing model and
the following assumptions: contractual terms of 5 years, an average risk free interest rate of 1.87%, a dividend yield of 0%, and volatility of 150.55%. The debt discount attributed to
the value of the warrants issued is amortized over the note’s maturity period (one year) as interest expense.
The Company recorded the intrinsic value of the embedded beneficial conversion feature ($61,974) and warrants ($9,498) to debt discount, aggregating $71,472, which will be
amortized to interest expense over the term of the note. Amortization of $23,693 and $47,779 was recorded for the years ended September 30, 2010 and 2009, respectively.
On June 29, 2010, the Company issued 5,135,559 shares of common stock in settlement of the convertible note and related interest.
10% Secured Convertible Promissory Note dated February 27, 2009
On February 27, 2009, the Company issued a $200,000 related party convertible promissory note to a related party due February 27, 2010 with interest at 10% per annum due upon
maturity. The note is convertible at any time prior to maturity, at the holder’s option, into shares of our common stock at a price equal to the greater of (i) 50% of the average price
of our common stock for the ten trading days prior to the date of the notice of conversion or (ii) at $0.046892438 per share, which s equal to a 20% discount to the average volume,
weighted average price of our common stock for the ten trading days prior to issuance. At maturity, the note, including any accrued and unpaid interest, is automatically
convertible at $0.046892438 per share. The Company has granted the noteholder a security interest in all the Company’s asset s.
In accordance with ASC 470-20, the Company recognized an embedded beneficial conversion feature present in the note. The Company allocated a portion of the proceeds equal to
the intrinsic value of that feature to additional paid-in capital. The Company recognized and measured an aggregate of $55,905 of the proceeds, which is equal to the intrinsic value
of the embedded beneficial conversion feature, to additional paid-in capital and a discount against the note. The debt discount attributed to the beneficial conversion feature is
amortized over the note’s maturity period (one year) as interest expense.
The Company recorded the intrinsic value of the embedded beneficial conversion feature ($55,905) to debt discount which will be amortized to interest expense over the term of the
note. Amortization of $22,975 and $32,930 was recorded for the years ended September 30, 2010 and 2009, respectively.
On June 29, 2010, the Company issued 4,834,147 shares of common stock in settlement of the convertible note and related interest.
10% Secured Convertible Promissory Note dated March 30, 2009
On March 30, 2009, the Company issued a $250,000 related party convertible promissory note to a related party due March 30, 2010 with interest at 10% per annum due upon
maturity. The note is convertible at any time prior to maturity, at the holder’s option, into shares of our common stock at a price equal to the greater of (i) 50% of the average price
of our common stock for the ten trading days prior to the date of the notice of conversion or (ii) at $0.043239467 per share, which is equal to a 20% discount to the average volume,
weighted average price of our common stock for the ten trading days prior to issuance. At maturity, the note, including any accrued and unpaid interest, is automatically
convertible at $0.043239467 per share. The Company has granted the noteholder a security interest in all the Company’s assets.
F-14
APPLIED DNA SCIENCES, INC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2010
In accordance with ASC 470-20, the Company recognized an embedded beneficial conversion feature present in the note. The Company allocated a portion of the proceeds equal to
the intrinsic value of that feature to additional paid-in capital. The Company recognized and measured an aggregate of $96,905 of the proceeds, which is equal to the intrinsic value
of the embedded beneficial conversion feature, to additional paid-in capital and a discount against the note. The debt discount attributed to the beneficial conversion feature is
amortized over the note’s maturity period (one year) as interest expense.
The Company recorded the intrinsic value of the embedded beneficial conversion feature ($96,905) to debt discount which will be amortized to interest expense over the term of the
note. Amortization of $48,054 and $48,851 was recorded for the years ended September 30, 2010 and 2009, respectively.
On June 29, 2010, the Company issued 6,504,078 shares of common stock in settlement of the convertible note and related interest.
10% Secured Convertible Promissory Note dated April 14, 2009
On April 14, 2009, the Company issued a $300,000 convertible promissory note due April 14, 2010 with interest at 10% per annum due upon maturity. The note is convertible at any
time prior to maturity, at the holder’s option, into shares of our common stock at a price equal to the greater of (i) 50% of the average price of our common stock for the ten trading
days prior to the date of the notice of conversion or (ii) at $0.070756456 per share, which is equal to a 20% discount to the average volume, weighted average price of our common
stock for the ten trading days prior to issuance. At maturity, the note, including any accrued and unpaid interest, is automatically convertible at $0.070756456 per share. The
Company has granted the noteholder a security interest in all the Company’s assets.
In accordance with ASC 470-20, the Company recognized an embedded beneficial conversion feature present in the note. The Company allocated a portion of the proceeds equal to
the intrinsic value of that feature to additional paid-in capital. The Company recognized and measured an aggregate of $123,990 of the proceeds, which is equal to the intrinsic value
of the embedded beneficial conversion feature, to additional paid-in capital and a discount against the note. The debt discount attributed to the beneficial conversion feature is
amortized over the note’s maturity period (one year) as interest expense.
The Company recorded the intrinsic value of the embedded beneficial conversion feature ($123,990) to debt discount which will be amortized to interest expense over the term of the
Notes. Amortization of $66,581 and $57,409 was recorded for the years ended September 30, 2010 and 2009, respectively.
On April 14, 2010, the Company issued 4,663,884 shares of common stock in settlement of the convertible note and related interest.
10% Secured Convertible Promissory Note dated June 22, 2009
On June 22, 2009, the Company issued a $250,000 convertible promissory note due June 22, 2010 with interest at 10% per annum due upon maturity. The note is convertible at any
time prior to maturity, at the holder’s option, into shares of our common stock at a price equal to the greater of (i) 50% of the average price of our common stock for the ten trading
days prior to the date of the notice of conversion or (ii) at $0.110279774, which is equal to a 20% discount to the average volume, weighted average price of our common stock for
the ten trading days prior to issuance. At maturity, the note, including any accrued and unpaid interest, is automatically convertible at $0.110279774 per share. The Company has
granted the noteholder a security interest in all the Company’s assets.
In accordance with ASC 470-20, the Company recognized an embedded beneficial conversion feature present in the note. The Company allocated a portion of the proceeds equal to
the intrinsic value of that feature to additional paid-in capital.
F-15
APPLIED DNA SCIENCES, INC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2010
The Company recognized and measured an aggregate of $44,705 of the proceeds, which is equal to the intrinsic value of the embedded beneficial conversion feature, to additional
paid-in capital and a discount against the note. The debt discount attributed to the beneficial conversion feature is amortized over the note’s maturity period (one year) as interest
expense.
The Company recorded the intrinsic value of the embedded beneficial conversion feature ($44,705) to debt discount which will be amortized to interest expense over the term of the
note. Amortization of $32,457 and $12,248 was recorded for the years ended September 30, 2010 and 2009, respectively.
On June 22, 2010, the Company issued 2,493,659 shares of common stock in settlement of the convertible note and related interest.
10% Secured Convertible Promissory Note dated June 30, 2009
On June 30, 2009, the Company issued a $150,000 related party convertible promissory note to a related party due June 30, 2010 with interest at 10% per annum due upon maturity.
The note is convertible at any time prior to maturity, at the holder’s option, into shares of our common stock at a price equal to the greater of (i) 50% of the average price of our
common stock for the ten trading days prior to the date of the notice of conversion or (ii) at $0.103059299 per share, which is equal to a 20% discount to the average volume,
weighted average price of our common stock for the ten trading days prior to issuance. At maturity, the note, including any accrued and unpaid interest, is automatically
convertible at $0.103059299 per share. The Company has granted the noteholder a security interest in all the Company’s assets.
In accordance with ASC 470-20, the Company recognized an embedded beneficial conversion feature present in the note. The Company allocated a portion of the proceeds equal to
the intrinsic value of that feature to additional paid-in capital. The Company recognized and measured an aggregate of $24,657 of the proceeds, which is equal to the intrinsic value
of the embedded beneficial conversion feature, to additional paid-in capital and a discount against the note. The debt discount attributed to the beneficial conversion feature is
amortized over the note’s maturity period (one year) as interest expense.
The Company recorded the intrinsic value of the embedded beneficial conversion feature ($24,657) to debt discount which will be amortized to interest expense over the term of the
note. Amortization of $18,374 and $6,283 was recorded for the years ended September 30, 2010 and 2009, respectively.
On June 30, 2010, the Company issued 1,601,020 shares of common stock in settlement of the convertible note and related interest.
10% Secured Convertible Promissory Notes dated August 21, 2009
On August 21, 2009, the Company issued an aggregate of $430,000 convertible promissory notes due August 21, 2010 with interest at 10% per annum due upon maturity. The notes
are convertible at any time prior to maturity, at the holders’ option, into shares of our common stock at a price equal to the greater of (i) 50% of the average price of our common
stock for the ten trading days prior to the date of the notice of conversion or (ii) at $0.095312615 per share, which is equal to a 20% discount to the average volume, weighted
average price of our common stock for the ten trading days prior to issuance. At maturity, the notes, including any accrued and unpaid interest, are automatically convertible at
$0.095312615 per share. The Company has granted the noteholders a security interest in all the Company’s assets.
In accordance with ASC 470-20, the Company recognized an embedded beneficial conversion feature present in the notes. The Company allocated a portion of the proceeds equal
to the intrinsic value of that feature to additional paid-in capital. The Company recognized and measured an aggregate of $66,262 of the proceeds, which is equal to the intrinsic
value of the embedded beneficial conversion feature, to additional paid-in capital and a discount against the note. The debt discount attributed to the beneficial conversion feature
is amortized over the notes’ maturity period (one year) as interest expense.
F-16
APPLIED DNA SCIENCES, INC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2010
The Company recorded the intrinsic value of the embedded beneficial conversion feature ($66,262) to debt discount which will be amortized to interest expense over the term of the
notes. Amortization of $59,000 and $7,262 was recorded for the years ended September 30, 2010 and 2009, respectively.
On August 21, 2010, the Company issued 4,962,615 shares of common stock in settlement of the convertible note and related interest.
10% Secured Convertible Promissory Notes dated September 30, 2009
On September 30, 2009, the Company issued an aggregate of $250,000 convertible promissory notes due September 30, 2010 with interest at 10% per annum due upon maturity. The
notes are convertible at any time prior to maturity, at the holders’ option, into shares of our common stock at a price equal to the greater of (i) 50% of the average price of our
common stock for the ten trading days prior to the date of the notice of conversion or (ii) at $0.121732857 per share, which is equal to a 20% discount to the average volume,
weighted average price of our common stock for the ten trading days prior to issuance. At maturity, the notes, including any accrued and unpaid interest, are automatically
convertible at $0.121732857 per share. The Company has granted the noteholders a security interest in all the Company’s assets.< /div>
In accordance with ASC 470-20, the Company recognized an embedded beneficial conversion feature present in the notes. The Company allocated a portion of the proceeds equal
to the intrinsic value of that feature to additional paid-in capital. The Company recognized and measured an aggregate of $16,978 of the proceeds, which is equal to the intrinsic
value of the embedded beneficial conversion feature, to additional paid-in capital and a discount against the notes. The debt discount attributed to the beneficial conversion
feature is amortized over the notes’ maturity period (one year) as interest expense.
The Company recorded the intrinsic value of the embedded beneficial conversion feature ($16,978) to debt discount which will be amortized to interest expense over the term of the
notes. Amortization of $16,932 and $46 was recorded for the years ended September 30, 2010 and 2009, respectively.
On September 30, 2010, the Company issued 2,259,045 shares of common stock in settlement of the convertible note and related interest.
10% Secured Convertible Promissory Note dated September 30, 2009
On September 30, 2009, the Company issued a $250,000 related party convertible promissory note due September 30, 2010 with interest at 10% per annum due upon maturity. The
note is convertible at any time prior to maturity, at the holder’s option, into shares of our common stock at a price equal to the greater of (i) 50% of the average price of our common
stock for the ten trading days prior to the date of the notice of conversion or (ii) at $0.121732857 per share, which is equal to a 20% discount to the average volume, weighted
average price of our common stock for the ten trading days prior to issuance. At maturity, the note, including any accrued and unpaid interest, is automatically convertible at
$0.121732857 per share. The Company has granted the noteholder a security interest in all the Company’s assets.
In accordance with ASC 470-20, the Company recognized an embedded beneficial conversion feature present in the note. The Company allocated a portion of the proceeds equal to
the intrinsic value of that feature to additional paid-in capital. The Company recognized and measured an aggregate of $16,978 of the proceeds, which is equal to the intrinsic value
of the embedded beneficial conversion feature, to additional paid-in capital and a discount against the note. The debt discount attributed to the beneficial conversion feature is
amortized over the note’s maturity period (one year) as interest expense.
The Company recorded the intrinsic value of the embedded beneficial conversion feature ($16,978) to debt discount which will be amortized to interest expense over the term of the
note. Amortization of $16,932 and $46 was recorded for the years ended September 30, 2010 and 2009, respectively.
F-17
APPLIED DNA SCIENCES, INC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2010
On September 30, 2010, the Company issued 2,259,045 shares of common stock in settlement of the convertible note and related interest.
10% Secured Convertible Promissory Notes dated October 14, 2009
On October 14, 2009, the Company issued an aggregate of $270,000 convertible promissory notes due October 14, 2010 with interest at 10% per annum due upon maturity. The
notes are convertible at any time prior to maturity, at the holders’ option, into shares of our common stock at a price equal to the greater of (i) 50% of the average price of our
common stock for the ten trading days prior to the date of the notice of conversion or (ii) at $0.092674218 per share, which is equal to a 20% discount to the average volume,
weighted average price of our common stock for the ten trading days prior to issuance. At maturity, the notes, including any accrued and unpaid interest, are automatically
convertible at $0.092674218 per share. The Company has granted the noteholders a security interest in all the Company’s assets.
In accordance with ASC 470-20, the Company recognized an embedded beneficial conversion feature present in the notes. The Company allocated a portion of the proceeds equal
to the intrinsic value of that feature to additional paid-in capital. The Company recognized and measured an aggregate of $21,343 of the proceeds, which is equal to the intrinsic
value of the embedded beneficial conversion feature, to additional paid-in capital and a discount against the notes. The debt discount attributed to the beneficial conversion
feature is amortized over the notes’ maturity period (one year) as interest expense.
The Company recorded the intrinsic value of the embedded beneficial conversion feature ($21,343) to debt discount which will be amortized to interest expense over the term of the
notes. Amortization of $20,525 was recorded for the year ended September 30, 2010.
10% Secured Convertible Promissory Notes dated January 7, 2010
On January 7, 2010, the Company issued a $50,000 convertible promissory note due January 7, 2011 with interest at 10% per annum due upon maturity. The note is convertible at
any time prior to maturity, at the holder’s option, into shares of our common stock at a price equal to the greater of (i) 50% of the average price of our common stock for the ten
trading days prior to the date of the notice of conversion or (ii) at $0.052877384 per share, which is equal to a 20% discount to the average volume, weighted average price of our
common stock for the ten trading days prior to issuance. At maturity, the note, including any accrued and unpaid interest, is automatically convertible at $0.052877384 per share.
The Company has granted the noteholder a security interest in all the Company’s assets.
In accordance with ASC 470-20, the Company recognized an embedded beneficial conversion feature present in the note. The Company allocated a portion of the proceeds equal to
the intrinsic value of that feature to additional paid-in capital.
The Company recognized and measured an aggregate of $35,103 of the proceeds, which is equal to the intrinsic value of the embedded beneficial conversion feature, to additional
paid-in capital and a discount against the note. The debt discount attributed to the beneficial conversion feature is amortized over the note’s maturity period (one year) as interest
expense.
The Company recorded the intrinsic value of the embedded beneficial conversion feature ($35,103) to debt discount which will be amortized to interest expense over the term of the
note. Amortization of $25,582 was recorded for the year ended September 30, 2010.
10% Secured Convertible Promissory Notes dated June 4, 2010
On June 4, 2010, the Company issued a $450,000 convertible promissory note due June 4, 2011 with interest at 10% per annum due upon maturity. The note is convertible at any
time prior to maturity, at the holder’s option, into shares of our common stock at a price equal to the greater of (i) 50% of the average price of our common stock for the ten trading
days prior to the date of the notice of conversion or (ii) at $0.038866151 per share, which is equal to a 20% discount to the average volume, weighted average price of our common
stock for the ten trading days prior to issuance. At maturity, the note, including any accrued and unpaid interest, is automatically convertible at $0.038866151 per share. The
Company has granted the noteholder a security interest in all the Company’s assets.
F-18
APPLIED DNA SCIENCES, INC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2010
In accordance with ASC 470-20, the Company recognized an embedded beneficial conversion feature present in the note. The Company allocated a portion of the proceeds equal to
the intrinsic value of that feature to additional paid-in capital. The Company recognized and measured an aggregate of $13,128 of the proceeds, which is equal to the intrinsic value
of the embedded beneficial conversion feature, to additional paid-in capital and a discount against the note. The debt discount attributed to the beneficial conversion feature is
amortized over the note’s maturity period (one year) as interest expense.
The Company recorded the intrinsic value of the embedded beneficial conversion feature ($13,128) to debt discount which will be amortized to interest expense over the term of the
note. Amortization of $1,475 was recorded for the year ended September 30, 2010.
On July 15, 2010, the convertible promissory note was converted to the same terms and conditions as described in the 10% Secured Convertible Promissory Notes dated July 15,
2010 below.
10% Secured Convertible Promissory Notes dated June 4, 2010
On June 4, 2010, the Company issued a $675,000 related party convertible promissory note due January 31, 2012 with interest at 10% per annum due upon maturity. The note is
convertible at any time prior to maturity, at the holder’s option, into shares of our common stock at a price equal to the greater of (i) 50% of the average price of our common stock
for the ten trading days prior to the date of the notice of conversion or (ii) at $0.038866151 per share, which is equal to a 20% discount to the average volume, weighted average
price of our common stock for the ten trading days prior to issuance. At maturity, the note, including any accrued and unpaid interest, is automatically convertible at $0.038866151
per share. The Company has granted the noteholder a security interest in all the Company’s assets.
In accordance with ASC 470-20, the Company recognized an embedded beneficial conversion feature present in the note. The Company allocated a portion of the proceeds equal to
the intrinsic value of that feature to additional paid-in capital. The Company recognized and measured an aggregate of $19,692 of the proceeds, which is equal to the intrinsic value
of the embedded beneficial conversion feature, to additional paid-in capital and a discount against the note. The debt discount attributed to the beneficial conversion feature is
amortized over the note’s maturity period as interest expense.
The Company recorded the intrinsic value of the embedded beneficial conversion feature ($19,692) to debt discount which will be amortized to interest expense over the term of the
note. Amortization of $2,166 was recorded for the year ended September 30, 2010.
On July 15, 2010, $450,000 of the $675,000 related party convertible promissory note was converted to the same terms and conditions as described in the 10% Secured Convertible
Promissory Notes dated July 15, 2010 below.
10% Senior Secured Convertible Promissory Notes dated July 15, 2010
On July 15, 2010, the Company issued an aggregate of $2,000,000 senior secured convertible promissory notes due July 15, 2011 with interest at 10% per annum due upon maturity.
The notes are convertible at any time prior to maturity, at the holders’ option, into shares of our common stock at (i) prior to the occurrence of Subsequent Financing at a rate if
$0.04405, or (ii) after Subsequent Financing in the event the holder elects to receive conversion shares that are not Subsequent Financing securities, at a rate of $0.04405, or as of
any conversion date that occurs after the closing of a Subsequent Financing at a rate of 80% of the purchase price paid by investors in the Subsequent Financing. The notes
automatically convert at the earlier occurrence of (i) maturity or (ii) Qualified Financing including any accrued and unpaid inte rest, at a rate as described above. The Company has
granted the noteholders a security interest in all the Company’s assets and the assets of APDN (B.V.I.) Inc., the Company’s wholly-owned subsidiary.
F-19
APPLIED DNA SCIENCES, INC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2010
Subsequent Financing is defined as the issuance and sale by the Company that does not qualify as Qualified Financing. Qualified Financing is defined as the issuance and sale by
the Company equity or debt securities in a single transaction that results in gross proceeds of at least $10,000,000.
In accordance with ASC 470-20, the Company recognized an embedded beneficial conversion feature present in the note. The Company allocated a portion of the proceeds equal to
the intrinsic value of that feature to additional paid-in capital. The Company recognized and measured an aggregate of $678,774 of the proceeds, which is equal to the intrinsic value
of the embedded beneficial conversion feature, to additional paid-in capital and a discount against the notes. The debt discount attributed to the beneficial conversion feature is
amortized over the notes’ maturity period (one year) as interest expense.
The Company recorded the intrinsic value of the embedded beneficial conversion feature ($13,128) to debt discount which will be amortized to interest expense over the term of the
notes.
NOTE E - RELATED PARTY TRANSACTIONS
The Company’s current and former officers and shareholders have advanced funds to the Company for travel related and working capital purposes. No formal repayment terms or
arrangements existed. There were $50,000 and $0 advances due at September 30, 2010 and 2009, respectivley.
During the years ended September 30, 2010 and 2009, the Company’s Chief Executive Officer, or entities controlled by the Company’s Chief Executive Officer, had advanced funds
to the Company in the form of convertible promissory notes for working capital purposes (see Note D). Interest expense related to these notes amounted to $76,891 and $85,315 for
the years ended September 30, 2010 and 2009, respectively.
During the years ended September 30, 2010, the Company issued 41,720,685 shares of common stock in exchange for settlement of an aggregate of $1,500,000 related party
convertible promissory notes and accrued interest.
NOTE F - CAPITAL STOCK
The Company is authorized to issue 800,000,000 shares of common stock, with a $0.001 par value per share, as the result of a vote of stockholders conducted on June 29, 2010
which effected an increase in the authorized shares of common stock from 410,000,000 to 800,000,000. In addition, the Company is authorized to issue 10,000,000 shares of preferred
stock with a $0.001 par value per share. As of September 30, 2010 and 2009, there were 346,366,244 and 275,204,070 shares of common stock issued and outstanding, respectively.
Preferred and Common Stock Transactions During the Year Ended September 30, 2009:
In January 2009, the Company issued 10,000,000 shares of common stock for consulting services. The Company valued the shares issued at approximately $0.04 per share or
$400,000, which represents the fair value of the shares at the date of issuance.
In February 2009, the Company issued 101,568 shares of common stock in pursuant to a settlement agreement. The Company valued the shares issued at approximately $0.06 per
share or $6,094, which represents the fair value of the shares at the date of issuance.
In March 2009, the Company issued 3,000,000 shares of common stock in settlement of litigation. The Company valued the shares issued at approximately $0.06 per share or
$180,000, which represents the fair value of the shares at the date of issuance.
In July 2009, the Company issued 10,000,000 shares of common stock for consulting services. The Company valued the shares issued at approximately $0.10 per share or $1,000,000,
which represents the fair value of the shares at the date of issuance.
F-20
APPLIED DNA SCIENCES, INC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2010
During the year ended September 30, 2009, the Company issued an aggregate of 46,430,397 shares of common stock in exchange for convertible notes and accrued interest.
Preferred and Common Stock Transactions During the Year Ended September 30, 2010:
During the year ended September 30, 2010, the Company issued an aggregate of 15,297,286 shares valued at $777,837 for current and future consulting services.
During the year ended September 30, 2010 and 2009, the Company has expensed $1,250,951 and $643,628 related to stock based compensation, respectively.
NOTE G - STOCK OPTIONS AND WARRANTS
Warrants
The following table summarizes the changes in warrants outstanding and the related prices for the shares of the Company’s common stock issued to non-employees of the
Company. These warrants were granted in lieu of cash compensation for services performed or financing expenses in connection with the sale of the Company’s common stock.
Exercise
Prices
Number
Outstanding
$
$
$
$
$
$
$
0.04
0.04405
0.06
0.07
0.09
0.10
0.50
9,000,000
3,007,946
12,000,000
200,000
16,400,000
1,500,000
27,100,000
69,207,946
Transactions involving warrants are summarized as follows:
Warrants
Outstanding
Remaining
Contractual
Life (Years)
Weighted
Average
Exercise
Price
Weighted
Average
Exercisable
Exercisable
Weighted
Average
Exercise Price
4.92
6.79
4.38
1.46
0.92
2.49
1.11
$
$
$
$
$
$
$
0.04
0.04405
0.06
0.07
0.09
0.10
0.50
3,000,000
3,007,946
4,500,000
200,000
16,400,000
1,500,000
27,100,000
55,707,946
$
$
$
$
$
$
$
0.04
0.04405
0.06
0.07
0.09
0.10
0.50
Balance, September 30, 2008
Granted
Exercised
Canceled or expired
Outstanding at September 30, 2009
Granted
Exercised
Canceled or expired
Balance, September 30, 2010
F-21
Number of
Shares
$
63,980,964
5,000,000
—
(4,160,464)
64,820,500
$
22,007,946
—
(17,620,500)
$
69,207,946
Weighted
Average
Price Per
Share
0.46
0.20
(0.69)
0.43
0.05
—
(0.73)
0.24
APPLIED DNA SCIENCES, INC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2010
On April 29, 2010, warrants totaling 10,000,000 were issued in connection with services. The warrants are exercisable for five years from the date of issuance at an exercise price of
$0.06 per share with 25% vesting immediately, 25% on October 29, 2010, 25% on April 29, 2011 and 25% on October 29, 2011. The fair value of the vested warrants was determined
using the Black Scholes Option Pricing Model with the following assumptions: dividend yield $-0-, volatility of 150.55% and risk free rate from 2.49%.
The determined fair value of $136,988 is charged ratably to current period operations. During the year ended September 30, 2010, $115,279 was charged to operations.
On July 15, 2010, warrants totally 3,007,946 were issued in connection with services provided in connection with the issuance of convertible notes. The warrants are exercisable for
seven years from the date of issuance at an exercise price of $0.04405 per share. The fair value of the warrants were determined using the Black-Scholes Option Pricing Model with
the following assumptions: dividend yield $-0-, volatility of 173.55% and risk free rate from 2.43%.
The determined fair value of $174,429 is charged ratably to current period operations over one year. During the year ended September, 2010, $36,497 was charged to operations.
On August 30, 2010, warrants totaling 10,000,000 were issued in connection with services. The warrants are exercisable for five years from the date of issuance at an exercise price
of $0.04 per share with 33% vesting immediately and 67% upon achieving defined milestones. The fair value of the vested warrants was determined using the Black Scholes Option
Pricing Model with the following assumptions: dividend yield $-0-, volatility of 173.24% and risk free rate from 1.39%.
The determined fair value of $113,885 is charged ratably to current period operations. During the year ended September 30, 2010, $28,705 was charged to operations.
Aggregate intrinsic value of warrants outstanding and exercisable at September 30, 2010 was $18,000. Aggregate intrinsic value represents the difference between the Company’s
closing price on the last trading day of the fiscal period, which was $0.05 as of September 30, 2010, and the exercise price multiplied by the number of vested warrants outstanding.
Employee Stock Options
On January 26, 2005, the Board of Directors, and on February 15, 2005, the holders of a majority of the outstanding common stock of the Company approved the 2005 Incentive
Stock Plan and authorized the issuance of 16,000,000 shares of common stock as stock awards and stock options thereunder. On May 16, 2007, at the annual meeting of
stockholders, the holders of a majority of the outstanding common stock of the Company approved an increase in the number of shares subject to the 2005 Incentive Stock Plan to
20,000,000 shares of common stock. On June 17, 2008, the Board of Directors unanimously adopted an amendment to the 2005 Incentive Stock Plan that increased the total number
of shares of common stock issuable pursuant to the 2005 Incentive Stock Plan from a total of 20,000,000 shares to a total of 100,000,000 shares, which was approv ed by our
stockholders at the 2008 annual meeting of stockholders held on December 16, 2008. In connection with the share increase amendment, the Board of Directors granted and we
issued options to purchase a total of 37,670,000 shares at an exercise price of $0.05 to certain key employees and non-employee directors under the 2005 Incentive Stock Plan,
including 17,000,000, 5,000,000 and 7,000,000 to James A. Hayward, Kurt H. Jensen and Ming-Hwa Liang, respectively. The options granted to our key employees and non-
employee directors vested with respect to 25% of the underlying shares on the date of grant and the remaining vest ratably each anniversary thereafter until fully vested on the
third anniversary of the date of grant.
The 2005 Incentive Stock Plan is designed to retain directors, executives, and selected employees and consultants by rewarding them for making contributions to our success with
an award of options to purchase shares of our common stock. As of September 30, 2010, a total of 8,550,000 shares have been issued and options to purchase 68,920,000 shares
have been granted under the 2005 Incentive Stock Plan.
F-22
APPLIED DNA SCIENCES, INC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2010
The following table summarizes the changes in options outstanding and the related prices for the shares of the Company’s common stock issued to employees of the Company
under a non-qualified employee stock option plan:
Options Outstanding
Options Exercisable
Exercise
Prices
$
0.05
0.06
0.07
0.09
0.11
Number
Outstanding
29,000,000
30,000,000
1,000,000
1,500,000
5,400,000
66,900,000
Weighted
Average
Remaining
Contractual
Life
(Years)
Weighted
Average
Exercise
Price
4.66
4.75
3.40
0.92
2.72
$
$
Number
Exercisable
29,000,000
7,500,000
250,000
1,500,000
4,050,000
42,300,000
$
$
0.05
0.06
0.07
0.09
0.11
0.06
Weighted
Average
Exercise
Price
0.05
0.06
0.07
0.09
0.11
0.06
Transactions involving stock options issued to employees are summarized as follows:
Outstanding at October 1, 2008
Granted
Exercised
Cancelled or expired
Outstanding at September 30, 2009
Granted
Exercised
Canceled or expired
Outstanding at September 30, 2010
Weighted
Average
Exercise
Price Per
Share
0.47
0.11
0.10
0.60
0.11
0.06
(0.11)
0.06
Number of
Shares
5,660,000
38,670,000
(1,125,000)
(4,285,000)
38,920,000
59,000,000
$
$
-
(31,020,000)
66,900,000
$
On May 27, 2010, the Company cancelled an aggregate of 29,000,000 previously issued options with an exercise price of $0.11 to officers and key employees. In conjunction with
the cancellation, the Company issued 29,000,000 as replacement options, which became exercisable upon the stockholder approval of our increase in the authorized shares of
common stock (Refer to Note F). The issued options are fully vested and are exercisable for five years at an exercise price of $0.05. The fair value of options was determined using
the Black Scholes Option Pricing Model with the following assumptions: dividend yield $-0-, volatility of 150.55% and risk free rate from 2.18%. The determined fair value of
$1,323,236 was charged to current period operations.
On July 1, 2010, the Company granted an aggregate of 30,000,000 options to purchase the Company’s common stock at an exercise price of $0.06 per share for five years to officers
and key employees with 25% immediate vesting and 25% each anniversary for next three years. The fair value of options was determined using the Black Scholes Option Pricing
Model with the following assumptions: dividend yield $-0-, volatility of 173.67% and risk free rate from 1.80%.
F-23
APPLIED DNA SCIENCES, INC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2010
Aggregate intrinsic value of options outstanding and exercisable at September 30, 2010 was $0. Aggregate intrinsic value represents the difference between the Company’s closing
price on the last trading day of the fiscal period, which was $.05 as of September 30, 2010, and the exercise price multiplied by the number of options outstanding.
The Company recorded $2,545,305 and $2,748,521 as stock compensation expense for the year ended September 30, 2010 and 2009, respectively for the vesting portion of all
employee options outstanding, respectively.
F-24
NOTE H – INCOME TAXES
The Company has adopted Accounting Standards Codification subtopic 740-10, Income Taxes ("ASC 740-10”) which requires the recognition of deferred tax liabilities and assets
for the expected future tax consequences of events that have been included in the financial statement or tax returns. Under this method, deferred tax liabilities and assets are
determined based on the difference between financial statements and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are
expected to reverse.
At September 30, 2010, the Company has available for federal income tax purposes a net operating loss carryforward of approximately $29,000,000, expiring in the year 2030 that may
be used to offset future taxable income. The Company has provided a valuation reserve against the full amount of the net operating loss benefit, since in the opinion of
management based upon the earnings history of the Company; it is more likely than not that the benefits will not be realized. Due to significant changes in the Company’s
ownership, the future use of its existing net operating losses may be limited. Components of deferred tax assets as of September 30, 2010 are as follows:
Non current:
Net operating loss carryforward
Valuation allowance
Net deferred tax asset
NOTE I-INCOME (LOSS) PER SHARE
$
$
11,484,000
(11,484,000)
—
The following table presents the computation of basic and diluted income (loss) per share:
(Loss) income available for common shareholders
Basic (loss) income per share
Weighted average common shares outstanding-basic
Fully diluted income (loss) per share
Weighted average common shares outstanding-fully diluted
For the Year
Ended
September 30,
2010
For the Year
Ended
September 30,
2009
$
$
$
(7,909,600)
(0.03)
300,352,913
$
$
(0.03)
300,352,913
3,944,578
0.02
251,520,538
0.01
308,912,411
During the year ended September 30, 2010, common stock equivalents are not considered in the calculation of the weighted average number of common shares outstanding
because they would be anti-dilutive, thereby decreasing the net loss per common share.
NOTE J- COMMITMENTS AND CONTINGENCIES
The Company leases office space under operating lease in Stony Brook, New York for its corporate use from an entity controlled by a significant former shareholder, expiring in
October 2010 renewable annually thereafter. Total lease rental expenses for the years ended on September 30, 2010 and 2009 were $93,433 and $80,554, respectively.
Employment and Consulting Agreements
The Company has consulting agreements with outside contractors, certain of whom are also Company stockholders. The Agreements are generally month to month.
F-25
APPLIED DNA SCIENCES, INC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2010
Litigation
From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent
uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. Except as described below, we are currently not aware of any
such legal proceedings that we believe will have, individually or in the aggregate, a material adverse affect on our business, financial condition or operating results.
Intervex, Inc. v. Applied DNA Sciences, Inc. (Supreme Court of the State of New York Index No.08-601219):
Intervex, Inc., or Intervex, the plaintiff, filed a complaint on or about April 23, 2008 related to a claim for breach of contract. In March 2005, the Company entered into a consulting
agreement with Intervex, which provided for, among other things, a payment of $6,000 per month for a period of 24 months, or an aggregate of $144,000 in exchange for
introductions made by Intervex. In addition, the consulting agreement provided for the issuance by the Company to Intervex of a five-year warrant to purchase 250,000 shares of
the Company’s common stock with an exercise price of $.75. Intervex asserted that the Company owed it 17 payments of $6,000, or an aggregate of $102,000, plus accrued interest
thereon, and a warrant to purchase 250,000 shares of the Company’s common stock. The Com pany asserted, among other things, that Intervex abandoned the contract, failed to
perform, and was overpaid for any services it may have rendered. The Company counterclaimed for compensatory and punitive damages, restitution, attorneys’ fees and costs,
interest and other relief the court deems proper. The Company filed a motion for summary judgment and Intervex filed a cross-motion for summary judgment. The court denied both
motions on April 19, 2010. The case settled on July 2, 2010 pursuant to a confidential settlement agreement. The settlement did not have a material impact to the Company.
Matters Voluntarily Reported to the SEC and Securities Act Violations
The Company previously disclosed that we investigated the circumstances surrounding certain issuances of 8,550,000 shares to employees and consultants in July 2005, and
engaged outside counsel to conduct this investigation. The Company has voluntarily reported its current findings from the investigation to the SEC, and it has agreed to provide
the SEC with further information arising from the investigation. The Company believes that the issuance of 8,000,000 shares to employees in July 2005 was effectuated by both its
former President and its former Chief Financial Officer/Chief Operating Officer without approval of the Board of Directors. These former officers received a total of 3,000,000 of these
shares. In addition, it appears that the 8,000,000 shares issued in July 2005, as well as an additional 550,000 shares issued to employees and consultants in March, May and August
2005, were improperly issued without a restrictive legend stating that the shares could not be resold legally except in compliance with the Securities Act of 1933, as amended. The
members of the Company’s management who effectuated the stock issuances that are being examined in the investigation no longer work for the Company. In the event that any of
the exemptions from registration with respect to the issuance of the Company’s common stock under federal and applicable state securities laws were not available, the Company
may be subject to claims by federal and state regulators for any such violations. In addition, if any purchaser of the Company’s common stock were to prevail in a suit resulting
from a violation of federal or applicable state securities laws, the Company could be liable to return the amount paid for such securities with interest thereon, less the amount of any
income received thereon, upon tender of such securities, or for damages if the purchaser no longer owns the securities. As of the date of these financial statements, the Company is
not aware of any alleged specific violation or the likelihood of any claim. There can be no assurance that litigation asserting such claims will not be initiated, or that the Company
would prevail in any such litigation.
The Company is unable to predict the extent of its ultimate liability with respect to any and all future securities matters. The costs and other effects of any future litigation,
government investigations, legal and administrative cases and proceedings, settlements, judgments and investigations, claims and changes in this matter could have a material
adverse effect on the Company’s financial condition and operating results.
F-26
APPLIED DNA SCIENCES, INC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2010
Registration Rights Liquidated Damages
In private placements in November and December, 2003, December, 2004, and January and February, 2005, the Company issued secured convertible promissory notes and warrants
to purchase the Company’s common stock. Pursuant to the terms of a registration rights agreement, the Company agreed to file a registration statement to be declared effective by
the SEC for the common stock underlying the notes and warrants in order to permit public resale thereof. The registration rights agreement provided for the payment of liquidated
damages if the stipulated registration deadlines were not met. The liquidated damages are equal to 3.5% per month of the face amount of the notes, which equals $367,885, with no
limitations. During the year ended September 30, 2008, the SEC declared effective the Company’s registration statement with respec t to the common stock underlying the notes and
warrants. As of September 30, 2009, the Company concluded that the payment of liquidated damages under these commitments were not probable. Accordingly, the Company
reversed the accrued expenses for the potential liquidated damages of $12,023,888 as other income in the statement of operations during the year ended September 30, 2009.
We were obligated to pay liquidated damages as a result of our failure to have our registration statement declared effective prior to June 15, 2005, and any payment of liquidated
damages will either result in depletion of our limited working capital or issuance of shares of common stock which would cause dilution to our existing stockholders.
Pursuant to the terms of a registration rights agreement with respect to common stock underlying convertible notes and warrants we issued in private placements in November and
December, 2003, December, 2004, and January and February, 2005, for each month after June 15, 2005 that we did not have a registration statement registering the shares underlying
these convertible notes and warrants declared effective, we were obligated to pay liquidated damages in the amount of 3.5% per month of the face amount of the notes, an amount
equal to $367,885. On July 24, 2008, the SEC declared effective our registration statement with respect to common stock underlying convertible notes and warrants we issued in
private placements in November and December, 2003, December, 2004, and January and February, 2005. At our option, these liquidated damages can be paid in cash or
unregistered shares of our common stock. To date we have decided to pay certain of these liquidated damages in common stock, although any future payments of liquidated
damages may, at our option, be made in cash. If we decide to pay such liquidated damages in cash, we would be required to use our limited working capital and potentially raise
additional funds. If we decide to pay the liquidated damages in shares of common stock, the number of shares issued would depend on our stock price at the time that payment is
due. Based on the closing market prices of $0.66, $0.58, $0.70, $0.49, $0.32 and $0.20 for our common stock on July 15, 2005, August 15, 2005, September 15, 2005, October 17, 2005,
November 15, 2005 and December 15, 2005, respectively, we issued a total of 3,807,375 shares of common stock in liquidated damages from August, 2005 to January, 2006 to
persons who invested in the January and February, 2005 privat e placements. The issuance of shares upon any payment by us of further liquidated damages will have the effect of
further diluting the proportionate equity interest and voting power of holders of our common stock, including investors in this offering.
We paid liquidated damages in the form of common stock only for the period from June 15, 2005 to December 15, 2005, and only to persons who invested in the January and
February, 2005 private placements. We believe that we have no enforceable obligation to pay liquidated damages to holders of any shares we agreed to register under the
registration rights agreement for periods after the first anniversary of the date of issuance of such shares, since they were eligible for resale under Rule 144 of the Securities Act
during such periods, and such liquidated damages are grossly inconsistent with actual damages to such persons. Nonetheless, as of September 30, 2009 we have accrued
approximately $12.0 million in penalties representing further liquidated damages associated with our failure to have the registration stateme nt declared effective by the deadline,
and have included this amount in accounts payable and accrued expenses. As of September 30, 2009, we concluded that the payment of liquidated damages under these
commitments were not probable. Accordingly, we reversed the accrued expenses for the potential liquidated damages of $12.0 million as other income in the statement of operations
during the year ended September 30, 2009
F-27
APPLIED DNA SCIENCES, INC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2010
NOTE K - FAIR VALUE MEASUREMENT
The Company adopted the provisions of ASC 825-10 on October 1, 2008. ASC 825-10 defines fair value as the price that would be received from selling an asset or paid to transfer a
liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted
to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants
would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance. ASC 825-10 establishes a fair value hierarchy that requires an
entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 825-10 establishes three levels of inputs that may be
used to measure fair value:
Level 1 - Quoted prices in active markets for identical assets or liabilities.
Level 2 - Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets with insufficient volume or infrequent
transactions (less active markets); or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated by observable
market data for substantially the full term of the assets or liabilities.
Level 3 - Unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities.
To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. In certain
cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy
within which the fair value measurement is disclosed and is determined based on the lowest level input that is significant to the fair value measurement.
Upon adoption of ASC 825-10, there was no cumulative effect adjustment to the beginning retained earnings and no impact on the consolidated financial statements.
The carrying value of the Company’s cash and cash equivalents, accounts receivable, accounts payable, short-term borrowings (including convertible notes payable), and other
current assets and liabilities approximate fair value because of their short-term maturity. All other significant financial assets, financial liabilities and equity instruments of the
Company are either recognized or disclosed in the consolidated financial statements together with other information relevant for making a reasonable assessment of future cash
flows, interest rate risk and credit risk. Where practicable the fair values of financial assets and financial liabilities have been determined and disclosed; otherwise only available
information pertinent to fair value has been disclosed.
At September 30, 2010, there were no identified assets or liabilities measured at fair value on a recurring basis.
At September 30, 2010, the carrying amounts of the convertible notes payable approximate fair value.
F-28
APPLIED DNA SCIENCES, INC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2010
NOTE L - GOING CONCERN
The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in
the normal course of business. As shown in the accompanying consolidated financial statements during the year ended September 30, 2010, the Company has a negative working
capital of $2.5 million, incurred a net loss of$7,909,600 and has a capital deficiency of $1.6 million. These factors among others may indicate that the Company will be unable to
continue as a going concern for a reasonable period of time.
The Company’s existence is dependent upon management’s ability to develop profitable operations. Management is devoting substantially all of its efforts to developing DNA
embedded biotechnology security solutions in the United States and Europe and there can be no assurance that the Company’s efforts will be successful and no assurance can be
given that management’s actions will result in profitable operations or the resolution of its liquidity problems. The accompanying consolidated financial statements do not include
any adjustments that might result should the Company be unable to continue as a going concern.
In order to improve the Company’s liquidity, the Company’s management is actively pursuing additional financing through discussions with investment bankers and private
investors. There can be no assurance the Company will be successful in its effort to secure additional financing.
NOTE M – SUBSEQUENT EVENTS
In accordance with FASB ASC 855, "Subsequent Events,” the Company has evaluated subsequent events through the date of filing.
On November 19, 2010, we issued and sold an aggregate of $350,000 in principal amount of senior secured convertible notes bearing interest at a rate of 10% per annum to
"accredited investors,” as defined in regulations promulgated under the Securities Act. The notes are convertible, in whole or in part, at any time, at the option of the noteholders,
into either (A) such number of shares of the Company’s common stock, $0.001 par value per share, determined by dividing (i) the principal amount of each note, together with any
and all accrued and unpaid interest and penalties, by (ii) a conversion price of $ 0.032825817, which is equal to a 20% discount to the average volume, weighted average price of our
common stock for the ten trading days prior to issuance (the "Common Conversion Price”) or (B) securities issued in any Subsequent Financing ("Subsequent Securities”) at a
conversion price equal to 80% of the price per Subsequent Security paid by investors for Subsequent Securities in a Subsequent Financing (the "Subsequent Financing Price”). A
"Subsequent Financing” is the sale by the Company or an affiliate thereof of securities at any time after November 19, 2010 and prior to the earlier of (i) a Qualified Financing or (ii)
November 19, 2011. A noteholder may convert its notes in whole in connection with any one Subsequent Financing or in part in connection with one or more Subsequent
Financings. The notes shall be automatically converted upon the earlier of (I) November 19, 2011 and (II) the completion of a Qualified Financing at the election of each noteholder
into either (A) shares of common stock at the Common Conversion Price, (B) Subsequent Securities at a conversion price equal to 80% of the Subsequent Financing Price, or (C)
securiti es issued in a Qualified Financing (the "Qualified Financing Securities”) at a conversion price equal to 80% of the price per Qualified Financing Security paid by investors
for the Qualified Financing Securities in the Qualified Financing. A "Qualified Financing” is the sale by the Company or an affiliate thereof of securities resulting in gross proceeds
(before transaction fees and expenses) in a single transaction equal to or in excess of $10 million. The notes bear interest at the rate of 10% per annum and are due and payable in
full on November 19, 2011. Until the principal and accrued but unpaid interest under the notes are paid in full, or converted into Conversion Shares pursuant to their terms, the
Company’s obligations under the notes will be secured by a lien on all assets of the Company and the assets of APDN (B.V.I.) Inc., the Company’s wholly-owned subsidiary.
F-29
APPLIED DNA SCIENCES, INC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2010
NOTE L — SUBSEQUENT EVENTS (continued)
On November 30, 2010, we issued and sold a $750,000 principal amount senior secured convertible notesbearing interest at a rate of 10% per annum to an "accredited investor,” as
defined in regulations promulgated under the Securities Act. The note is convertible, in whole or in part, at any time, at the option of the noteholder, into either (A) such number of
shares of the Company’s common stock, $0.001 par value per share, determined by dividing (i) the principal amount of each note, together with any and all accrued and unpaid
interest and penalties, by (ii) a conversion price of $ 0.03088, which is equal to a 20% discount to the average volume, weighted average price of our common stock for the ten
trading days prior to issuance (the "Common Conversion Price”) or (B) securities issued in any S ubsequent Financing ("Subsequent Securities”) at a conversion price equal to
80% of the price per Subsequent Security paid by investors for Subsequent Securities in a Subsequent Financing (the "Subsequent Financing Price”). A "Subsequent Financing”
is the sale by the Company or an affiliate thereof of securities at any time after November 30, 2010 and prior to the earlier of (i) a Qualified Financing or (ii) November 30, 2011. The
noteholder may convert its notes in whole in connection with any one Subsequent Financing or in part in connection with one or more Subsequent Financings. The note shall be
automatically converted upon the earlier of (I) November 30, 2011 and (II) the completion of a Qualified Financing at the election of the noteholder into either (A) shares of common
stock at the Common Conversion Price, (B) Subsequent Securities at a conversion price equal to 80% of the Subsequent Financing Price, or (C) securities issued in a Qualified F
inancing (the "Qualified Financing Securities”) at a conversion price equal to 80% of the price per Qualified Financing Security paid by investors for the Qualified Financing
Securities in the Qualified Financing. A "Qualified Financing” is the sale by the Company or an affiliate thereof of securities resulting in gross proceeds (before transaction fees
and expenses) in a single transaction equal to or in excess of $10 million. The notes bears interest at the rate of 10% per annum and is due and payable in full on November 30,
2011. Until the principal and accrued but unpaid interest under the note is paid in full, or converted into Conversion Shares pursuant to its terms, the Company’s obligations under
the note will be secured by a lien on all assets of the Company and the assets of APDN (B.V.I.) Inc., the Company’s wholly-owned subsidiary.
F-30
Exhibit 23.1
We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (File No. 333-163478) of Applied DNA Sciences, Inc. of our report dated
December 15 2010, relating to the consolidated financial statements, financial statement schedule, which appears in this annual report on Form 10-K.
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
/s/ RBSM LLP
New York, New York
December 15, 2010
EXHIBIT 31.1
I, James A. Hayward, certify that:
CERTIFICATION
1.
2.
3.
4.
I have reviewed this Annual Report on Form 10-K of Applied DNA Sciences, Inc.;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light
of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition,
results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)
(b)
(c)
(d)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that
material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the
period in which this report is being prepared;
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles;
Evaluated the effectiveness of the registrant`s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the
disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the
registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal
control over financing reporting; and
5.
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors
and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)
(b)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely
affect the registrant’s ability to record, process, summarize and report financial information; and
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial
reporting.
Date: December 15, 2010
/s/ James A. Hayward
James A. Hayward
President, Chief Executive Officer and Chairman
EXHIBIT 31.2
I, Kurt H. Jensen, certify that:
CERTIFICATION
1.
2.
3.
4.
I have reviewed this Annual Report on Form 10-K of Applied DNA Sciences, Inc.;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light
of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition,
results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)
(b)
(c)
(d)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that
material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the
period in which this report is being prepared;
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles;
Evaluated the effectiveness of the registrant`s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the
disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the
registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal
control over financing reporting; and
5.
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors
and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)
(b)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely
affect the registrant’s ability to record, process, summarize and report financial information; and
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial
reporting.
Date: December 15, 2010
/s/ Kurt H. Jensen
Kurt H. Jensen
Chief Financial Officer
CERTIFICATION PURSUANT TO
18 U.S.C. §1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
EXHIBIT 32.1
In connection with the Annual Report on Form 10-K of Applied DNA Sciences, Inc. (the "Company”) for the fiscal year ended September 30, 2009, as filed with the
Securities and Exchange Commission on the date hereof (the "Report”), I, James A. Hayward, President, Chief Executive Officer and Chairman of the Company, certify, pursuant to
18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1)
(2)
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
/s/ James A. Hayward
James A. Hayward
President, Chief Executive Officer and Chairman
Date: December 15, 2010
*
A signed original of this written statement required by Section 906 has been provided to Applied DNA Sciences, Inc. and will be retained by Applied DNA Sciences, Inc.
and furnished to the Securities and Exchange Commission or its staff upon request.
CERTIFICATION PURSUANT TO
18 U.S.C. §1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
EXHIBIT 32.2
In connection with the Annual Report on Form 10-K of Applied DNA Sciences, Inc. (the "Company”) for the fiscal year ended September 30, 2009, as filed with the
Securities and Exchange Commission on the date hereof (the "Report”), I, Kurt H. Jensen, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1)
(2)
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
/s/ Kurt H. Jensen
Kurt H. Jensen
Chief Financial Officer
Date: December 15, 2010
*
A signed original of this written statement required by Section 906 has been provided to Applied DNA Sciences, Inc. and will be retained by Applied DNA Sciences, Inc.
and furnished to the Securities and Exchange Commission or its staff upon request.