Applied DNA Sciences Enters Material Definitive Agreement

TL;DR

APDN signed a big deal, details to come.

AI Summary

Applied DNA Sciences, Inc. announced on May 28, 2024, that it entered into a Material Definitive Agreement. The company also disclosed information related to Regulation FD and filed financial statements and exhibits. Specific details of the agreement and financial figures were not immediately available in this filing.

Why It Matters

This filing indicates a significant new contract or partnership for Applied DNA Sciences, which could impact its future revenue and operations.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement, which could be positive or negative depending on the terms, but the lack of immediate detail introduces uncertainty.

Key Players & Entities

• Applied DNA Sciences, Inc. (company) — Registrant
• May 28, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• 001-36745 (commission_file_number) — SEC File Number
• 59-2262718 (irs_number) — IRS Employer Identification No.

FAQ

Key Financial Figures

• $0.001 — nge on which registered Common Stock, $0.001 par value APDN The Nasdaq Stock Mar
• $1 — 24. The purchase price of each Unit was $1.30, except for Units which include Pre-
• $1.2999 — Warrants, which had a purchase price of $1.2999. The Units have no stand-alone rights a
• $12 million — ayable by the Company, of approximately $12 million. The Offering was made pursuant to the
• $1.99 — holder Approval at an exercise price of $1.99 per share of Common Stock, and will exp
• $0 — luding one share of Common Stock, minus $0.0001, and the remaining exercise price
• $0.0001 — e of each Pre-Funded Warrant will equal $0.0001 per share. The Pre-Funded Warrants are
• $110,000 — uding but not limited to legal fees, of $110,000. The Company also agreed to issue to th

Filing Documents

• tm2415644d1_8k.htm (8-K) — 42KB
• tm2415644d1_ex4-1.htm (EX-4.1) — 95KB
• tm2415644d1_ex4-2.htm (EX-4.2) — 127KB
• tm2415644d1_ex4-3.htm (EX-4.3) — 113KB
• tm2415644d1_ex4-4.htm (EX-4.4) — 92KB
• tm2415644d1_ex10-1.htm (EX-10.1) — 182KB
• tm2415644d1_ex99-1.htm (EX-99.1) — 12KB
• image_001.jpg (GRAPHIC) — 10KB
• 0001104659-24-066098.txt ( ) — 1015KB
• apdn-20240528.xsd (EX-101.SCH) — 3KB
• apdn-20240528_lab.xml (EX-101.LAB) — 33KB
• apdn-20240528_pre.xml (EX-101.PRE) — 22KB
• tm2415644d1_8k_htm.xml (XML) — 3KB

01

Item 1.01 Entry into a Material Definitive Agreement. On May 28, 2024, Applied DNA Sciences, Inc. ("Company") entered into a placement agency agreement (the "Placement Agreement") with Craig-Hallum Capital Group LLC and Laidlaw & Company (UK) Ltd. (collectively, the "Placement Agents") pursuant to which the Placement Agents agreed to serve as the co-placement agents, on a "reasonable best efforts" basis, in connection with the issuance and sale (the "Offering") of 9,230,769 units (the "Units"), with each Unit consisting of either (A) one share of the Company's common stock, $0.001 par value ("Common Stock") (collectively, the "Shares"), and one Series A warrant ("Series A Warrant") to purchase one share of Common Stock and one Series B warrant to purchase one share of Common Stock ("Series B Warrant" and, together with the Series A Warrant, the "Series Warrants"), or (B) one pre-funded warrant (each, a "Pre-Funded Warrant") to purchase one share of Common Stock and one Series A Warrant and one Series B Warrant . In connection with the Offering, the Company also issued placement agent warrants ( "Placement Agent Warrants" and, together with the Pre-Funded Warrants, the Series A Warrants and the Series B Warrants, the "Warrants") to purchase up to 461,538 shares of Common Stock. The Offering closed on May 29, 2024. The purchase price of each Unit was $1.30, except for Units which include Pre-Funded Warrants, which had a purchase price of $1.2999. The Units have no stand-alone rights and will not be certificated or issued as stand-alone securities. The Company received gross proceeds from the Offering, before deducting placement agent fees and other estimated offering expenses payable by the Company, of approximately $12 million. The Offering was made pursuant to the Company's registration statement on Form S-1 (File No. 333-278890), declared effective by the Securities and Exchange Commission (the "SEC" or the "Commission") on May 28, 2024. The exercisability o

01

Item 7.01 Regulation FD Disclosure. On May 28, 2024, the Company issued a press release announcing the 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 Placement Agent Warrant. 4.2 Form of Series A Warrant. 4.3 Form of Series B Warrant. 4.4 Form of Pre-Funded Warrant 10.1 Form of Placement Agency Agreement by and between Applied DNA Sciences, Inc. Craig-Hallum Capital Group LLC and Laidlaw & Company (UK) Ltd. 99.1 Press Release dated May 28, 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: May 29, 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