Item 8.01. Other Events
On August 8, 2022, Applied DNA Sciences, Inc.
(the “Company”) completed a best efforts public offering (the “Offering”)
with respect to the issuance and sale of: (i) 2,820,000 of shares (the “Shares”)
of the Company’s common stock, par value $0.001 per share (the “Common Stock”); (ii) 3,000,000 Series
A Common Stock purchase warrants to purchase 3,000,000 shares of Common Stock (the “Series A Warrants”) and
3,000,000 Series B Common Stock purchase warrants to purchase 3,000,000 shares of Common Stock (the “Series B Warrants
and, together with the Series A Warrants, the “Series Warrants”), each to purchase in the ratio of one to one
per Share of Common Stock; (iii) 180,000 pre-funded Common Stock purchase warrants (the “Prefunded Warrants”
and, together with the Series Warrants, the “Warrants”) to purchase 180,000 shares of Common Stock; and (iv)
the shares of Common Stock issuable from time to time upon exercise of the Prefunded Warrants and the Series Warrants (the “Warrant
Shares”, and together with the Prefunded Warrants, the Series Warrants and the Shares, the “Securities”),
pursuant to the terms described in the final prospectus and the terms of the Securities Purchase Agreement, dated August 4, 2022 (the
“Agreement”) with certain institutional investors (the “Purchasers”)
identified on the signature pages thereto. The Securities sold in the Offering consisted of: 2,820,000 Shares of Common Stock,
together with 180,000 Prefunded Warrants, 3,000,000 Series A Warrants and 3,000,000 Series B Warrants, of which 695,000 Shares of Common
Stock, 180,000 Prefunded Warrants, 875,000 Series A Warrants and 875,000 Series B Warrants were sold pursuant to the Agreement.
The Series Warrants have an exercise price of
$4.00 per share of Common Stock. The Series A Warrants are exercisable upon issuance and will
expire five years from the date of issuance. The Series B Warrants are exercisable upon issuance and will expire thirteen months from
the date of issuance. The exercise price of the Series Warrants is subject to adjustment for stock splits, reverse splits, and similar
capital transactions as described in the Series Warrants.
Subject
to certain ownership limitations described in the Prefunded Warrants, the Prefunded Warrants are immediately exercisable and may be exercised
at a nominal consideration of $0.0001 per share of Common Stock any time until all of the Prefunded Warrants are exercised in full.
A holder will not have the right to exercise any portion of the Series Warrants or the Prefunded Warrants if the holder (together with
its affiliates) would beneficially own in excess of 4.99% (or, at the election of the holder, 9.99%) of the number of shares of Common
Stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms
of the Series Warrants or the Prefunded Warrants, respectively. However, upon notice from the holder to the Company, the holder may
increase the beneficial ownership limitation, which may not exceed 9.99% of the number of shares of Common Stock outstanding immediately
after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Series Warrants or
the Prefunded Warrants, respectively, provided that any increase in the beneficial ownership limitation will not take effect until 61
days following notice to the Company.
As
compensation to H.C. Wainwright & Co., LLC (the “Placement Agent”), as the exclusive placement in
connection with the Offering, the Company paid the Placement Agent a cash fee of 7% of the aggregate
gross proceeds raised in the Offering and reimbursement of certain expenses and legal fees.
In connection
with the Offering, as noted above, the Company entered into the Agreement with certain institutional investors on August 4, 2022. The
Agreement contains customary representations and warranties and agreements of the Company and the Purchasers and customary indemnification
rights and obligations of the parties.
The
shares of Common Stock, the Series Warrants and the Prefunded Warrants described above and the underlying shares of Common Stock were
offered pursuant to the Registration Statement on Form S-1, as amended (File No. 333-266223),
which was declared effective by the Securities and Exchange Commission on August 4, 2022 and an additional registration statement on Form
S-1MEF filed pursuant to Rule 462(b) (File No. 333-266512), which was filed on August 4,
2022 and became effective upon filing.
The
Company received net proceeds of approximately $11.1 million from the Offering, after deducting the estimated offering expenses
payable by the Company, including the Placement Agent fees. The Company intends to use the net proceeds from the Offering to further
the development of its manufacture of DNA for use in nucleic acid-based therapeutics and detection
of DNA in molecular diagnostics testing services, as well as general corporate purposes, which
may include research and development expenses, capital expenditures, working capital and general and administrative expenses, and
potential acquisitions of or investments in businesses, products and technologies that complement its business.
The summaries of the Offering in this Current
Report on Form 8-K and the terms of the Agreement, Series A Warrants, Series B Warrants and Prefunded Warrants are subject to, and qualified
in their entirety by such documents attached herewith as Exhibits 10.1, 4.1, 4.2 and 4.3, respectively, and are incorporated by reference
herein.
On August
4, 2022, the Company issued a press release announcing the pricing of the Offering. On August 8, 2022, the Company issued a press release
announcing the closing of the Offering. Copies of these press releases are furnished as Exhibit 99.1 and Exhibit 99.2, respectively, and
are incorporated herein by reference.
This report does not constitute an offer to sell
or the solicitation of an offer to buy, and these securities cannot be sold in any state or jurisdiction in which this offer, solicitation,
or sale would be unlawful prior to registration or qualification under the securities laws of any state or jurisdiction. Any offer will
be made only by means of a prospectus forming a part of the effective registration statement.
This report contains forward-looking statements.
The statements made by Applied DNA in this report may be "forward-looking" in nature within the meaning of Section 27A of the
Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995. Forward-looking
statements describe the Company’s future plans, projections, strategies, and expectations, and are based on assumptions and involve
a number of risks and uncertainties, many of which are beyond the control of the Company. Forward-looking statements include statements
relating to the offering, including the intended use of net proceeds therefrom and the potential exercise of the warrants. Actual results
could differ materially from those projected due to its history of net losses, limited financial resources, limited market acceptance,
the possibility that Company’s testing services could become obsolete or have their utility diminished and the unknown amount of
revenues and profits that will results from Company’s testing services. Further, the uncertainties inherent in research and development,
future data and analysis, including whether any of Company’s current or future diagnostic candidates will advance further in the
research and/or validation process or receiving authorization, clearance or approval from the U.S. Food and Drug Administration (the “FDA”),
equivalent foreign regulatory agencies and/or the New York State Department of Health (“NYSDOH”), and whether
and when, if at all, they will receive final authorization, clearance or approval from the FDA, equivalent foreign regulatory agencies
and/or NYSDOH, the unknown outcome of any applications or requests to FDA, equivalent foreign regulatory agencies and/or the NYSDOH, disruptions
in the supply of raw materials and supplies, the fact that there has never been a commercial drug product utilizing PCR-produced DNA technology
approved for therapeutic use, and various other factors detailed from time to time in Company’s SEC reports and filings, including
its Annual Report on Form 10-K filed on December 9, 2021, as amended, its Quarterly Report on Form 10-Qs filed on February 10, 2022 and
May 12, 2022, and other reports the Company files with the SEC, which are available at www.sec.gov. The Company undertakes no obligation
to update publicly any forward-looking statements to reflect new information, events or circumstances after the date hereof or to reflect
the occurrence of unanticipated events, unless otherwise required by law.