APDN: Material Agreement & Unregistered Equity Sale on Jan 31

TL;DR

**APDN just sold new shares, likely diluting existing stock.**

AI Summary

Applied DNA Sciences, Inc. (APDN) filed an 8-K on February 1, 2024, reporting an "Entry into a Material Definitive Agreement" and "Unregistered Sales of Equity Securities" on January 31, 2024. This indicates the company has likely raised capital by selling new shares, potentially diluting existing shareholders. For current or prospective investors, this matters because an increase in outstanding shares can reduce the value of each individual share, even if the capital raised is intended for growth.

Why It Matters

This filing signals potential dilution for existing shareholders due to new equity sales, which could impact per-share value, though the capital raised might fund future growth initiatives.

Risk Assessment

Risk Level: medium — The sale of unregistered equity securities often leads to dilution, which can negatively impact the stock price and existing shareholder value.

Analyst Insight

A smart investor would monitor APDN's stock price for immediate reactions to the potential dilution and await further details on the terms of the material definitive agreement and the use of proceeds from the equity sales to assess long-term impact.

Key Numbers

• January 31, 2024 — Date of earliest event reported (The date the material definitive agreement was entered into and unregistered equity securities were sold.)
• 001-36745 — Commission File Number (Unique identifier for Applied DNA Sciences, Inc. with the SEC.)

Key Players & Entities

• Applied DNA Sciences, Inc. (company) — the registrant filing the 8-K
• 001-36745 (dollar_amount) — Commission File Number
• 59-2262718 (dollar_amount) — IRS Employer Identification No.
• January 31, 2024 (date) — Date of earliest event reported
• February 1, 2024 (date) — Date the 8-K was filed

Forward-Looking Statements

• APDN's stock price may experience downward pressure due to potential dilution from the unregistered equity sales. (APDN) — medium confidence, target: Within 1-2 weeks
• The company will likely provide more details about the material definitive agreement and use of proceeds in a subsequent filing or earnings call. (APDN) — high confidence, target: Within 1-3 months

FAQ

Key Financial Figures

• $0.001 — nge on which registered Common Stock, $0.001 par value APDN The Nasdaq Stock Mar
• $3.4 million — ayable by the Company, of approximately $3.4 million. The Offering is expected to close on
• $50,000 — mited to legal fees, up to a maximum of $50,000. If the Offering is not consummated for
• $20,000 — cement Agent for expenses not to exceed $20,000 in the aggregate. The Placement Agreem
• $0.0001 — nded Warrants have an exercise price of $0.0001 per share and are immediately exercisab
• $0.609 — e is being sold at an offering price of $0.609 and each Pre-Funded Warrant is being so
• $0.6089 — t is being sold at an offering price of $0.6089 (equal to the purchase price per Share
• $1.29 — asers with exercise prices ranging from $1.29 to $4.00 per warrant to $0.609 per warr
• $4.00 — h exercise prices ranging from $1.29 to $4.00 per warrant to $0.609 per warrant. The

Filing Documents

• tm244700d1_8k.htm (8-K) — 44KB
• tm244700d1_ex4-1.htm (EX-4.1) — 84KB
• tm244700d1_ex4-2.htm (EX-4.2) — 109KB
• tm244700d1_ex5-1.htm (EX-5.1) — 14KB
• tm244700d1_ex10-1.htm (EX-10.1) — 122KB
• tm244700d1_ex10-2.htm (EX-10.2) — 218KB
• tm244700d1_ex99-1.htm (EX-99.1) — 11KB
• tm244700d1_ex5-1img004.jpg (GRAPHIC) — 4KB
• image_005.jpg (GRAPHIC) — 3KB
• tm244700d1_ex99-1img001.jpg (GRAPHIC) — 26KB
• 0001104659-24-008937.txt ( ) — 972KB
• apdn-20240131.xsd (EX-101.SCH) — 3KB
• apdn-20240131_lab.xml (EX-101.LAB) — 33KB
• apdn-20240131_pre.xml (EX-101.PRE) — 22KB
• tm244700d1_8k_htm.xml (XML) — 3KB

01

Item 1.01 Entry into a Material Definitive Agreement. On January 31, 2024, Applied DNA Sciences, Inc. ("Company") entered into a placement agency agreement (the "Placement Agreement") with Maxim Group LLC (the "Placement Agent") pursuant to which the Placement Agent agreed to serve as the sole placement agent, on a "reasonable best efforts" basis, in connection with the registered direct public offering (the "Offering") of 3,228,056 shares ("Shares") of the Company's common stock, par value $0.001 ("Common Stock") and pre-funded warrants ("Pre-Funded Warrants") to purchase up to 2,416,005 shares of Common Stock, and in a concurrent private placement, unregistered common warrants ("Private Common Warrants") to purchase up to 11,288,122 shares of Common Stock. Also on January 31, 2024, in connection with the Offering, the Company entered into securities purchase agreements (the "Purchase Agreements") with certain institutional investors (each, a "Purchaser" and, collectively, the "Purchasers"). The Company expects to receive gross proceeds from the Registered Direct Offering, before deducting placement agent fees and other estimated offering expenses payable by the Company, of approximately $3.4 million. The Offering is expected to close on or about February 2, 2024, subject to satisfaction of customary closing conditions. The Offering of the Shares and the Pre-Funded Warrants (and the shares of Common Stock issuable upon the exercise of the Pre-Funded Warrants) is being made pursuant to the Company's shelf registration statement on Form S-3 (File No. 333-272267), declared effective by the Securities and Exchange Commission (the "SEC" or the "Commission") on June 6, 2023 and a prospectus supplement that the Company plans to file with the Commission relating to such securities. The Purchase Agreements contain customary representations, warranties and agreements by the Company and customary conditions to closing. Under the Purchase Agreements, the Company has agr

02

Item 3.02 Unregistered Sales of Equity Securities. The information contained in Item 1.01 of this Current Report on Form 8-K in relation to the Private Common Warrants and the shares of common stock underlying such warrants is incorporated herein by reference.

01

Item 7.01 Regulation FD Disclosure. On January 31, 2024, the Company issued a press release announcing the Registered Direct Offering, as described above in Item 1.01 of this Current Report on Form 8-K. The full text of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Item 7.01 by reference. This information is not deemed to be "filed" for the purposes of Section 18 of the Exchange Act and is not incorporated by reference into any Securities Act registration statements.

Financial Statements and Exhibits

Financial Statements and Exhibits. ( d) Exhibits 4.1 Form of Pre-Funded Warrant. 4.2 Form of Private Common Warrant. 5.1 Opinion McDermott Will & Emery LLP. 10.1 Placement Agency Agreement by and between Applied DNA Sciences, Inc. and Maxim Group LLC, dated January 31, 2024. 10.2 Form of Securities Purchase Agreement, dated January 31, 2024, by and between Applied DNA Sciences, Inc. and the parties thereto. 99.1 Press Release dated January 31, 2024. 104 Cover Page Interactive Data File (formatted in Inline XBRL). SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: January 31, 2024 APPLIED DNA SCIENCES, INC. By: /s/ James A. Hayward Name: James A. Hayward Title: Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR