Applied DNA Sciences Files 8-K with Material Agreements and Officer Changes

TL;DR

APDN filed an 8-K: material agreement, equity sales, and exec changes. Keep an eye on this.

AI Summary

On September 29, 2025, Applied DNA Sciences, Inc. filed an 8-K report detailing several key events. These include entering into a material definitive agreement, unregistered sales of equity securities, and changes in directors or officers, including compensatory arrangements. The company also reported other events not specified in the filing.

Why It Matters

This filing indicates significant corporate actions and potential shifts in leadership or compensation structures at Applied DNA Sciences, which could impact its operational direction and financial strategy.

Risk Assessment

Risk Level: medium — The filing mentions unregistered sales of equity securities and changes in officers, which can sometimes signal financial pressures or strategic shifts that carry inherent risks.

Key Players & Entities

• Applied DNA Sciences, Inc. (company) — Registrant
• September 29, 2025 (date) — Date of Report

FAQ

Key Financial Figures

• $0.001 — nge on which registered Common Stock, $0.001 par value APDN The Nasdaq Stock Mar
• $3.82 — Stock at a per share exercise price of $3.82. In the Cash Offering, the Purchasers w
• $26.8 million — fering are expected to be approximately $26.8 million. Unless otherwise indicated, capitalize
• $0.0001 — f Common Stock at the exercise price of $0.0001 per share of Common Stock underlying th
• $60,000 — , the Company will pay a monthly fee of $60,000 to the Strategic Advisor and issue to t
• $340,000 — of the Separation Agreement, a rate of $340,000 per annum commencing on the effective d
• $400,000 — tion Agreement, a total gross amount of $400,000 to be paid in a lump sum on or before N
• $175,000 — k will be paid a one-time cash bonus of $175,000 and Ms. Jantzen will be paid a one-time
• $150,000 — n will be paid a one-time cash bonus of $150,000. Mr. Shorrock and Ms. Jantzen will both
• $200,000 — n Stock with a grant-date fair value of $200,000 within seven (7) days of the effective

Filing Documents

• tm2527342d2_8k.htm (8-K) — 68KB
• 0001104659-25-094465.txt ( ) — 240KB
• apdn-20250929.xsd (EX-101.SCH) — 3KB
• apdn-20250929_lab.xml (EX-101.LAB) — 33KB
• apdn-20250929_pre.xml (EX-101.PRE) — 22KB
• tm2527342d2_8k_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Securities Purchase Agreement On September 29, 2025, Applied DNA Sciences, Inc., a Delaware corporation (the "Company") entered into a securities purchase agreement (the "Cash Securities Purchase Agreement") with certain accredited investors (the "Cash Purchasers") pursuant to which the Company agreed to sell and issue to the Cash Purchasers in a private placement offering (the "Cash Offering") an aggregate of 4,730,178 shares (the "Shares") of common stock of the Company, par value $0.001 per share (the "Common Stock"), and/or prefunded warrants in lieu thereof (the "Prefunded Warrants"), and Series E Warrants (the "Common Warrants") to purchase 4,730,178 shares of Common Stock at a per share exercise price of $3.82. In the Cash Offering, the Purchasers will tender U.S. dollars or the cryptocurrency stablecoin issued by Circle Internet Group, Inc. commonly referred to as "USDC" to the Company as consideration for the Shares and/or Prefunded Warrants and the Common Warrants. Lucid Capital Markets, LLC (the "Placement Agent") is acting as sole placement agent for the Offering (as defined below). Also on September 29, 2025, the Company entered into a securities purchase agreement (the "Cryptocurrency Securities Purchase Agreement," and together with the Cash Securities Purchase Agreement, the "Securities Purchase Agreement") with certain accredited investors (the "Cryptocurrency Purchasers," and together with the Cash Purchasers, the "Purchasers") pursuant to which the Company agreed to sell and issue to the Cryptocurrency Purchasers in a private placement offering (the "Cryptocurrency Offering," and together with the Cash Offering, the "Offering") 3,334,471 prefunded warrants (the "Cryptocurrency Prefunded Warrants") to purchase shares of Common Stock at a per share exercise price of $3.82 and 3,334,471 common stock purchase warrants (the "Cryptocurrency Common Warrants") at a per share exercise price of $3.8

02 Unregistered Sale of Equity Securities

Item 3.02 Unregistered Sale of Equity Securities. The information contained above in Item 1.01 relating to the issuance of the Common Stock, the Shares, the Common Warrants, the Prefunded Warrants, and the Advisory Warrants is hereby incorporated by reference into this Item 3.02. Neither this Current Report on Form 8-K nor any exhibit attached hereto is an offer to sell or the solicitation of an offer to buy shares of Common Stock or other securities of the Company.

02 Departure of Directors or Certain Officers; Election of

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On September 28, 2025, Judith Murrah informed the Company of her intention to step down from her positions as the Company's Chief Executive Officer and President effective September 29, 2025. As described below, Ms. Murrah's title is Strategic Transition Advisor and she will remain as Chairperson of the Company's Board of Directors (the "Board") until a new Chairperson is duly confirmed by the Nominating Committee of the Board and thereafter as a member of the Board. Ms. Murrah's resignation is not the result of any dispute or disagreement with the Company or the Board on any matter relating to the Company's operations, policies or practices. On September 28, 2025, Sanford R. Simon informed the Company of his intention to step down from his position as a member of the Company's Board effective September 29, 2025. Mr. Simon's resignation is not the result of any dispute or disagreement with the Company or the Board on any matter relating to the Company's operations, policies or practices In connection with Ms. Murrah's resignation, Ms. Murrah and the Company entered into a separation agreement dated September 29, 2025 (the "Separation Agreement"), pursuant to which during a transition period commencing on the date of the Separation Agreement and ending twenty (20) business days thereafter (the "Separation Date"), Ms. Murrah's title is Strategic Transition Advisor and she will remain as Chairperson of the Board until a new Chairperson is duly confirmed by the Nominating Committee of the Board and thereafter as a member of the Board. The Company shall pay to Ms. Murrah, contingent upon her compliance with the terms of the Separation Agreement, a rate of $340,000 per annum commencing on the effective date of her separation and ending on the Separation Date. The Separation Agreement also provides that the Company

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