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.
- 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. 3)*
| Applied DNA Sciences, Inc. |
| (Name of Issuer) |
| Common Stock |
| (Title of Class of Securities) |
| 03815U201 |
| (CUSIP Number) |
| December 31, 2022 |
| (Date of Event which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ☐ | Rule 13d-1(b) | |
| ☒ | Rule 13d-1(c) | |
| ☐ | Rule 13d-1(d) |
*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).
| CUSIP No. 03815U201 | SCHEDULE 13G | Page 2 of 6 |
| 1 |
NAME OF REPORTING PERSON
Bruce Grossman |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☐ |
| 3 |
SEC USE ONLY
|
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
USA |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
301,000 |
| 6 |
SHARED VOTING POWER
357,739 | |
| 7 |
SOLE DISPOSITIVE POWER
301,000 | |
| 8 |
SHARED DISPOSITIVE POWER
357,739 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
658,739 |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.9% |
|
| 12 |
TYPE OF REPORTING PERSON
IN |
| CUSIP No. 03815U201 | SCHEDULE 13G | Page 3 of 6 |
| Item 1. | (a) | Name of Issuer |
| Applied DNA Sciences, Inc. | ||
| (b) | Address of Issuer’s Principal Executive Offices | |
| 50 Health Sciences Drive | ||
| Stony Brook, New York 11790 | ||
| Item 2. | (a) | Name of Person Filing |
| Bruce Grossman (the “Reporting Person”) | ||
| (b) | Address of Principal Business Office or, if none, Residence | |
| c/o Dillon Hill Capital LLC 200 Business Park Drive, Suite 306 Armonk, NY 10504 | ||
| (c) | Citizenship | |
| USA | ||
| (d) | Title of Class of Securities | |
| See cover page | ||
| (e) | CUSIP Number | |
| See cover page | ||
| Item 3. | 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: |
| (a) | [__] | Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o) | |
| (b) | [__] | Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c) | |
| (c) | [__] | Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c) | |
| (d) | [__] | Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8) | |
| (e) | [__] | An investment adviser in accordance with ss.240.13d-1(b)(1)(ii)(E) | |
| (f) | [__] | An employee benefit plan or endowment fund in accordance with ss.240.13d-1(b)(1)(ii)(F); | |
| (g) | [__] | A Parent holding company or control person in accordance with ss.240.13d-1(b)(1)(ii)(G); | |
| (h) | [__] | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813) | |
| (i) | [__] | 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) | |
| (j) | [__] | Group, in accordance with ss.240.13d-1(b)(1)(ii)(J). |
| CUSIP No. 03815U201 | SCHEDULE 13G | Page 4 of 6 |
| 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: warrant to purchase up to 301,000 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 357,739 Warrants.
The Reporting Person may be deemed to have sole voting and dispositive power over the shares of Common Stock issuable upon exercise of the Warrants held by Dillon Hill Capital LLC and shared voting and dispositive power over the shares of Common Stock issuable upon exercise of the Warrants held by Dillon Hill Investment Company LLC.
The Warrants include a provision limiting 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 exercise of the Warrants by the Reporting Person may be limited.
The percentage beneficial ownership reported in Item 11 of the cover pages to this Schedule was calculated based on 12,908,520 shares of Common Stock outstanding as of January 24, 2023.
| (a) | Amount Beneficially Owned | |
| See row 9 of cover page | ||
| (b) | Percent of Class | |
| See row 11 of cover page | ||
| (c) | Number of Shares as to which such person has |
| (i) |
Sole power to vote or to direct the vote: See row 5 of cover page | |
| (ii) |
Shared power to vote or to direct the vote: See row 6 of cover page | |
| (iii) |
Sole power to dispose or to direct the disposition of: See row 7 of cover page | |
| (iv) |
Shared power to dispose or to direct the disposition of: See row 8 of cover page |
| CUSIP No. 03815U201 | SCHEDULE 13G | Page 5 of 6 |
| 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.
| CUSIP No. 03815U201 | SCHEDULE 13G | Page 6 of 6 |
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 9, 2023
| /s/ Bruce Grossman | ||
| Name: Bruce Grossman |