Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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- Peter Lynch
What is insider trading>>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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Applied DNA Sciences, Inc.
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(Name of Issuer)
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Common Stock
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(Title of Class of Securities)
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03815U201
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(CUSIP Number)
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December 31, 2019
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(Date of Event which Requires Filing of this Statement)
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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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☐
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Rule 13d-1(b)
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☒
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Rule 13d-1(c)
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☐
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Rule 13d-1(d)
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*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to
the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP No. 03815U201
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SCHEDULE 13G
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Page 2 of 6
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1
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NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Bruce Grossman
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
(b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
254,400
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6
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SHARED VOTING POWER
100,000
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7
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SOLE DISPOSITIVE POWER
254,400
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8
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SHARED DISPOSITIVE POWER
100,000
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
354,400
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.9%
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12
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TYPE OF REPORTING PERSON
IN
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CUSIP No. 03815U201
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SCHEDULE 13G |
Page 3 of 6
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Item 1.
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(a)
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Name of Issuer
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| Applied DNA Sciences, Inc. | ||
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(b)
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Address of Issuer’s Principal Executive Offices
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50 Health Sciences Drive
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Stony Brook, New York 11790
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Item 2.
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(a)
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Name of Person Filing
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Bruce Grossman (the “Reporting Person”)
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(b)
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Address of Principal Business Office or, if none, Residence
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c/o Dillon Hill Capital LLC
200 Business Park Drive, Suite 306 Armonk, NY 10504 |
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(c)
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Citizenship
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| USA | ||
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(d)
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Title of Class of Securities
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See cover page
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| (e) | CUSIP Number | |
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See cover page
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Item 3.
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If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the
person filing is a:
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(a)
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[__] |
Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o)
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(b)
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[__] |
Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c)
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(c)
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[__] |
Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c)
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(d)
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Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8)
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(e)
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[__] |
An investment adviser in accordance with ss.240.13d-1(b)(1)(ii)(E)
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(f)
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An employee benefit plan or endowment fund in accordance with ss.240.13d-1(b)(1)(ii)(F);
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(g)
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[__] |
A Parent holding company or control person in accordance with ss.240.13d-1(b)(1)(ii)(G);
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(h)
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813)
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(i)
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[__] |
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3)
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(j)
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Group, in accordance with ss.240.13d-1(b)(1)(ii)(J).
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CUSIP No. 03815U201
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SCHEDULE 13G |
Page 4 of 6
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Item 4. Ownership
The shares of Common Stock reported on this Schedule are indirectly beneficially owned by the Reporting Person.
Dillon Hill Capital, LLC, of which the Reporting Person is the sole member, directly owns: (i) $1,500,000 principal amount of secured convertible notes (the “Notes”) that are convertible into 69,444 shares of Common
Stock of the Issuer, (ii) 185,000 shares of Common Stock of the Issuer and (iii) warrant to purchase up to 401,000 shares of Common stock of the Issuer (the “Warrants”).
Dillon Hill Investment Company LLC, the sole member of which is a trust of which the Reporting Person’s spouse is the co-trustee, directly owns 100,000 shares of Common Stock and 513,739 Warrants.
The Reporting Person may be deemed to have sole voting and dispositive power over shares, Notes and Warrants held by Dillon Hill Capital LLC and shared voting and dispositive power over the shares and Warrants held
by Dillon Hill Investment Company LLC.
The Notes and the Warrants include a provision limiting conversion of the Notes and exercise of the Warrants to the extent that conversion or exercise would result in the Reporting Person beneficially owning more
than 9.99% of the Issuer’s Common Stock. As a result, the conversion of the Notes and the exercise of the Warrants by the Reporting Person may be limited and the amounts shown in Items 5 through 9 of the cover page to this schedule reflect only
the Common Stock held by the Reporting Person and the Common Stock issuable upon conversion of the Notes.
The percentage beneficial ownership reported in Item 11 of the cover pages to this Schedule was calculated based on 3,485,399 shares of Common Stock outstanding as of January 27, 2020, as reported in the Issuer’s
quarterly report on Form 10-K/A for the period ended September 30, 2019.
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(a)
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Amount Beneficially Owned
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| See row 9 of cover page |
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(b)
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Percent of Class
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| See row 11 of cover page |
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(c)
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Number of Shares as to which such person has
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(i)
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Sole power to vote or to direct the vote:
See row 5 of cover page
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(ii)
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Shared power to vote or to direct the vote:
See row 6 of cover page
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(iii)
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Sole power to dispose or to direct the disposition of:
See row 7 of cover page
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(iv)
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Shared power to dispose or to direct the disposition of:
See row 8 of cover page
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CUSIP No. 03815U201
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SCHEDULE 13G |
Page 5 of 6
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Item 5. Ownership of Five
Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent
of the class of securities, check the following box ☐.
Item 6. Ownership of More
than Five Percent on Behalf of Another Person
See Item 4.
Item 7. Identification and
Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person
See Item 4.
Item 8. Identification and
Classification of Members of the Group
Not Applicable.
Item 9. Notice of
Dissolution of Group
Not Applicable.
| Item 10. | Certifications |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of
or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
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CUSIP No. 03815U201
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SCHEDULE 13G |
Page 6 of 6
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SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.
Date: February 6, 2020
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/s/ Bruce Grossman
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Name: Bruce Grossman
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