Attached files
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EX-32.1 - EXHIBIT 32.1 - APPLIED DNA SCIENCES INC | t81679_ex32-1.htm |
EX-31.1 - EXHIBIT 31.1 - APPLIED DNA SCIENCES INC | t81679_ex31-1.htm |
EX-31.2 - EXHIBIT 31.2 - APPLIED DNA SCIENCES INC | t81679_ex31-2.htm |
EX-32.2 - EXHIBIT 32.2 - APPLIED DNA SCIENCES INC | t81679_ex32-2.htm |
Delaware
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59-2262718
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(State or other jurisdiction of
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(I.R.S. Employer
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incorporation or organization)
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Identification No.)
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50 Health Sciences Drive,
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Stony Brook, New York
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11790
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(631) 840-8800
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(Address of principal executive offices)
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(Zip Code)
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(Registrant’s telephone number,
including area code)
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Title of Each Class
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Name of each Exchange
on Which Registered
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Common Stock, $0.001 par value
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NASDAQ Capital Market
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Warrants to purchase Common Stock
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NASDAQ Capital Market
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Large accelerated filer o
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Accelerated filer x
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Non-accelerated filer o
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Smaller reporting company o
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Page
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EXPLANATORY NOTE
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ITEM 9A.
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CONTROLS AND PROCEDURES
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1 | |
ITEM 15.
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EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
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3 | |
Signatures
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This Amendment No.1 on Form 10-K/A amends the Annual Report on Form 10-K for the fiscal year ended September 30, 2014 of Applied DNA Sciences, Inc. (the “Company”), as filed by the Company with the Securities and Exchange Commission on December 15, 2014 (the “Form 10-K”), and is being filed to amend Item 9A of the Form 10-K solely for the purpose of including the section entitled “Evaluation of Disclosure Controls and Procedures” in accordance with Item 307 of Regulation S-K. Except as set forth in Item 9A below and filing of related certifications, no other changes are made to the Form 10-K. Unless expressly stated, this Amendment No. 1 does not reflect events occurring after the filing of the Form 10-K, nor does it modify or update in any way the disclosures contained in the Form 10-K, including the Company’s financial statements and the footnotes thereto. The information on the facing page is as of the date of the filing of the Form 10-K.
ITEM 9A. CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including, our Chief Executive Officer, along with the Chief Financial Officer, on September 30, 2014, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) under the Exchange Act, as of September 30, 2014. Disclosure controls and procedures are those controls and procedures designed to provide reasonable assurance that the information required to be disclosed in our Exchange Act filings is (1) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and (2) accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of September 30, 2014, our disclosure controls and procedures were effective.
Management Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Our internal control over financial reporting was designed to provide reasonable assurance to the Company’s management and board of directors regarding the preparation and fair presentation of published consolidated financial statements. Internal control over financial reporting is promulgated under the Exchange Act as a process designed by, or under the supervision of, the Company’s principal executive and principal financial officers and effected by the Company’s board of directors, management and other personnel, 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. Internal control over financial reporting, no matter how well designed, has inherent limitations and may not prevent or detect misstatements. Therefore, even effective internal control over financial reporting can only provide reasonable assurance with respect to the financial statement preparation and presentation.
Our management has conducted, with the participation of our CEO and CFO, an assessment, including testing of the effectiveness, of our internal control over financial reporting as of September 30, 2014. Management’s assessment of internal control over financial reporting was based on assessment criteria established in the 1992 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on such evaluation, management concluded that our internal control over financial reporting was effective as of September 30, 2014.
Remediation of Previously Reported Material Weakness
Our management developed and implemented a remediation action plan that fully remediated our previously reported material weakness. The principal elements of our remediation plan included the following:
a. | Our CEO appointed a Sarbanes-Oxley project leadership team, consisting of our CFO and our Controller, that oversaw the project, | |
b. | Together with a consultant that we have engaged, we have enhanced our review procedures and the documentation thereof, and, | |
c. | We implemented these enhanced procedures during our fiscal year ended September 30, 2014. |
Further, we have amended our Form 10-K for the year ended September 30, 2013 to include a 404(b) attestation opinion from our auditors.
Attestation Report of the Independent Registered Public Accounting Firm
The effectiveness of our internal control over financial reporting as of September 30, 2014 has been audited by Marcum LLP, our independent registered public accounting firm, who also audited our consolidated financial statements as of and for the year end September 30, 2014 included in this Annual Report on Form 10-K.
Changes in Internal Control over Financial Reporting
There were no additional changes, other than those detailed above under Remediation of Material Weakness in our internal control over financial reporting during the most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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(a)
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We have filed the following documents as part of this Form 10-K/A:
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3.
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Exhibits.
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APPLIED DNA SCIENCES, INC.
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Date:
March 6, 2015
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/s/ James A. Hayward
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James A. Hayward
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President
and Chief Executive Officer
(Principal Executive Officer) |
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Date:
March 6, 2015
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/s/
Beth Jantzen
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Beth Jantzen
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Chief
Financial Officer
(Principal Financial Officer and Principal Accounting Officer) |
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Filed or Furnished Herewith |
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Exhibit Number |
Description | |||||||||
31.1 | Section 302 Certification of Sarbanes-Oxley Act of 2002 | Filed | ||||||||
31.2 | Section 302 Certification of Sarbanes-Oxley Act of 2002 | Filed | ||||||||
32.1 | Section 906 Certification of Sarbanes-Oxley Act of 2002 | Filed | ||||||||
32.2 | Section 906 Certification of Sarbanes-Oxley Act of 2002 | Filed |