Applied DNA Sciences Files 8-K with Key Corporate Updates

TL;DR

APDN filed an 8-K detailing material agreements, exec changes, and equity sales.

AI Summary

Applied DNA Sciences Inc. entered into a material definitive agreement on September 29, 2025. The company also reported on unregistered sales of equity securities, the departure of directors or certain officers, the election of directors, the appointment of certain officers, and compensatory arrangements for certain officers. Additionally, the filing includes a Regulation FD disclosure and other events, along with financial statements and exhibits.

Why It Matters

This 8-K filing signals significant corporate actions and potential changes within Applied DNA Sciences, impacting its governance, executive team, and financial disclosures.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements, unregistered equity sales, and changes in directors/officers, which can introduce uncertainty and potential volatility.

Key Players & Entities

• Applied DNA Sciences Inc. (company) — Filer of the 8-K report
• September 29, 2025 (date) — Date of the earliest event reported

FAQ

Key Financial Figures

• $0.001 — nge on which registered Common Stock, $0.001 par value APDN The Nasdaq Stock Mar
• $3.32 — ash Offering"), at an offering price of $3.32 per share, an aggregate of 4,620,485 sh
• $3.82 — Stock at a per share exercise price of $3.82. Also on September 29, 2025, the Compan
• $60,000 — , the Company will pay a monthly fee of $60,000 to the Strategic Advisor and issue to t
• $50 — tock sold in the Offering at a price of $50. The Company previously disclosed the P
• $27 m — gregate gross proceeds of approximately $27 million, before deducting Placement Agent

Filing Documents

• tm2527342d1_8k.htm (8-K) — 50KB
• tm2527342d1_ex4-1.htm (EX-4.1) — 106KB
• tm2527342d1_ex4-2.htm (EX-4.2) — 116KB
• tm2527342d1_ex4-3.htm (EX-4.3) — 108KB
• tm2527342d1_ex4-4.htm (EX-4.4) — 116KB
• tm2527342d1_ex4-5.htm (EX-4.5) — 116KB
• tm2527342d1_ex4-6.htm (EX-4.6) — 116KB
• tm2527342d1_ex10-1.htm (EX-10.1) — 515KB
• tm2527342d1_ex10-2.htm (EX-10.2) — 511KB
• tm2527342d1_ex10-3.htm (EX-10.3) — 136KB
• tm2527342d1_ex10-4.htm (EX-10.4) — 137KB
• tm2527342d1_ex10-5.htm (EX-10.5) — 162KB
• tm2527342d1_ex10-6.htm (EX-10.6) — 47KB
• tm2527342d1_ex10-7.htm (EX-10.7) — 61KB
• tm2527342d1_ex10-8.htm (EX-10.8) — 70KB
• tm2527342d1_ex10-9.htm (EX-10.9) — 70KB
• tm2527342d1_ex99-1.htm (EX-99.1) — 34KB
• tm2527342d1_ex99-2.htm (EX-99.2) — 54KB
• tm2527342d1_ex99-3.htm (EX-99.3) — 224KB
• tm2527342d1_ex99-1img001.jpg (GRAPHIC) — 20KB
• 0001104659-25-095401.txt ( ) — 3655KB
• apdn-20250929.xsd (EX-101.SCH) — 3KB
• apdn-20250929_lab.xml (EX-101.LAB) — 33KB
• apdn-20250929_pre.xml (EX-101.PRE) — 22KB
• tm2527342d1_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"), at an offering price of $3.32 per share, an aggregate of 4,620,485 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-1 Warrants (the "Common Warrants") to purchase 4,620,485 shares of Common Stock at a per share exercise price of $3.82. 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") 3,444,164 prefunded warrants (the "Cryptocurrency Prefunded Warrants"), at an offering price of $3.32 per share, to purchase shares of Common Stock at a per share exercise price of $3.82 and 3,444,164 Series E-2 Warrants (the "Cryptocurrency Common Warrants") at a per share exercise price of $3.82. The Company previously disclosed the Offering in a Current Report on Form 8-K filed with the Securities and Exchange Commission (the "SEC") on September 29, 2025 (the "Initial 8-K"). Registration Rights Agreements In connection with the Offering, the Company and the Cash Purchasers entered into a Regist

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, the Cryptocurrency Prefunded Warrants, the Cryptocurrency Common Warrants, the Advisory Warrants and the Placement Agent 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 in the Initial 8-K, 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. In connection with Ms. Murrah's resignation, Ms. Murrah and the Company entered into a separation agreement dated September 29, 2025 (the "Separation Agreement"). The Company previously disclosed the Separation Agreement in the Initial 8-K. On September 28, 2025, the Board approved the appointment of Clay D. Shorrock, current Chief Legal Officer of the Company and President of LineaRx, Inc., the Company's biotherapeutics subsidiary, as Chief Executive Officer of the Company, effective September 29, 2025. Mr. Shorrock assumed the role of Chief Executive Officer from Judith Murrah. The Company previously disclosed the appointment of Mr. Shorrock in the Initial 8-K. On September 28, 2025, the Board approved new Employment Agreements (together, the "Employment Agreements") with Mr. Shorrock and Beth Jantzen, Chief Financial Officer of the Company. The Company previously disclosed the Employment Agreements in the Initial 8-K. The foregoing descriptions of the Separation Agreement and the Employment Agreements do not, and the descriptions of such agreements in the Initial 8-K did not, purport to be complete and are subject to, and qualified in their entirety by

02

Item 5.02. Item7.01 Regulation FD Disclosure. Press Release Announcing the Offering On September 29, 2025, the Company issued a press release announcing the pricing and signing of the Offering and estimated aggregate gross proceeds of approximately $27 million, before deducting Placement Agent fees and other offering expenses, to implement a BNB treasury strategy. A copy of the press release is included as Exhibit 99.1 hereto and is incorporated herein by reference. The information under this Item 7.01, including Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, (the "Exchange Act") or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

01 Other Information

Item 8.01 Other Information. In connection with the Offering and related transactions described herein, the Company is filing certain updated business description disclosure for the purpose of supplementing and updating disclosures contained in the Company's prior public filings, including those discussed under the heading "Item 1. Business" in the Company's Annual Report on Form 10-K for the year ended September 30, 2024, filed with the SEC on December 17, 2024. The supplemental updated business description is filed herewith as Exhibit 99.2 and is incorporated herein by reference. In connection with the Offering and related transactions described herein, the Company is filing certain updated risk factors disclosure applicable to its business for the purpose of supplementing and updating disclosures contained in the Company's prior public filings, including those discussed under the heading "Item 1A. Risk Factors" in the Company's Annual Report on Form 10-K for the year ended September 30, 2024, filed with the SEC on December 17, 2024. The supplemental updated risk factors are filed herewith as Exhibit 99.3 and are incorporated herein by reference. Portions of this Current Report on Form 8-K may constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 that are assurance that the actual outcomes will not be materially different due to a number of factors. Any such statements are made in reliance on the "safe harbor" protections provided under the Private Securities Litigation Reform Act of 1995. Additional information about significant risks that may impact the Company is contained in the Company's filings with the SEC and may be accessed at www.sec.gov. The Company is under no obligation, and expressly disclaims any obligation, to update or alter its forward-looking statem

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits . Number Description 4.1 Form of Prefunded Warrant. 4.2 Form of Common Warrant. 4.3 Form of Cryptocurrency Prefunded Warrant. 4.4 Form of Cryptocurrency Common Warrant. 4.5 Form of Advisory Warrant. 4.6 Form of Placement Agent Warrant. 10.1* Form of Cash Securities Purchase Agreement, dated as of September 29, 2025, between Applied DNA Sciences, Inc. and each Purchaser (as defined therein). 10.2* Form of Cryptocurrency Securities Purchase Agreement, dated as of September 29, 2025, between Applied DNA Sciences, Inc. and each Purchaser (as defined therein). 10.3 Form of Cash Registration Rights Agreement by and between Applied DNA Sciences, Inc. and each Purchaser (as defined therein). 10.4 Form of Cryptocurrency Registration Rights Agreement by and between Applied DNA Sciences, Inc. and each Purchaser (as defined therein). 10.5* Strategic Digital Asset Services Agreement, dated September 29, 2025, by and between Applied DNA Sciences, Inc. and Cypress LLC. 10.6* Strategic Advisor Agreement, dated September 29, 2025, by and between Applied DNA Sciences, Inc. and Cypress Management, LLC. 10.7 Separation Agreement, dated September 29, 2025, by and between Applied DNA Sciences, Inc. and Judith Murrah. 10.8 Employment Agreement, dated September 29, 2025, by and between Applied DNA Sciences, Inc. and Clay Shorrock. 10.9 Employment Agreement, dated September 29, 2025, by and between Applied DNA Sciences, Inc. and Beth Jantzen. 99.1 Press Release, dated September 29, 2025. 99.2 Supplemental Business Description. 99.3 Supplemental Risk Factors. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). * Certain schedules, exhibits and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company will provide a copy of such omitted materials to the Securities and Exchange Commission

SIGNATURES

SIGNATURES 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 thereunto duly authorized. APPLIED DNA SCIENCES, INC. Dated: October 1, 2025 By: /s/ Clay Shorrock Name: Clay Shorrock Title: Chief Executive Officer

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View this 8-K filing on SEC EDGAR