Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): January 4, 2024

Applied DNA Sciences, Inc.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction

of incorporation)

001-36745

(Commission File Number)

59-2262718

(IRS Employer

Identification No.)

50 Health Sciences Drive

Stony Brook, New York 11790

(Address of principal executive offices; zip code)

Registrant’s telephone number, including area code:

631-240-8800

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.001 par value		APDN		The Nasdaq Stock Market

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 4, 2024, in connection with certain cost management efforts, Applied DNA Sciences, Inc. (the “Company”) entered into letter agreements with the Company’s President and Chief Executive Officer, James A. Hayward, Ph.D., Sc.D. (the “Hayward Letter Agreement”), and the Company’s Chief Operating Officer, Judith Murrah (the “Murrah Letter Agreement”). The Hayward Letter Agreement amends Dr. Hayward’s employment agreement with the Company and provides for a temporary 45% reduction to Dr. Hayward’s annual base salary, from $450,000 to $250,000, for a period of three months, effective as of January 1, 2024 through March 31, 2024. Dr. Hayward also agreed to waive any right to resign for “good reason” under his employment agreement with the Company as a result of the foregoing salary reduction. The Murrah Letter Agreement provides for a temporary 25% reduction to Ms. Murrah’s annual base salary, from $325,000 to $243,750, for a period of three months, effective as of January 1, 2024 through March 31, 2024.

The foregoing description of the Hayward Letter Agreement and the Murrah Letter Agreement does not purport to be complete and is qualified in its entirety by reference to the Hayward Letter Agreement and the Murrah Letter Agreement, which are attached as Exhibit 10.1 and Exhiit 10.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

10.1	Letter Agreement, dated January 4, 2024, by and between Applied DNA Sciences, Inc. and James A. Hayward.
10.2	Letter Agreement, dated January 4, 2024, by and between Applied DNA Sciences, Inc. and Judith Murrah.
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 5, 2024	APPLIED DNA SCIENCES, INC.

	By:	/s/ James A. Hayward
	Name:	James A. Hayward

Exhibit 10.1

January 3, 2024

ViA EMAIL

James.Hayward@adnas.com

James A. Hayward, Ph.D., Sc.D.

President and Chief Executive Officer

Applied DNA Sciences, Inc.

50 Health Sciences Drive

Stony Brook, NY 11790

Re:

Voluntary Base Salary Reduction

Dear Jim:

As you are aware, Applied DNA Sciences, Inc. (the “Company”) is experiencing certain cash flow difficulties. Accordingly, in order to assist the Company with this current situation, effective January 1, 2024, you hereby voluntarily agree that your current base salary rate will be reduced by $200,000, or 45% until March 31, 2024, and you further agree that the Company has no obligation to, and will not, make you whole for such voluntary reduction. Your base salary during this period will be $250,000.

Notwithstanding anything to the contrary set forth in any other arrangement you have with the Company, by executing this letter agreement, you expressly and irrevocably waive any and all claims that you may have to resign for “good reason” (as such term or any other similar term is defined in any arrangements you have with the Company) on the basis of the temporary base salary reduction provided for herein.

Sincerely,

Applied DNA Sciences, Inc.

By:	/s/ Beth Jantzen
	Name:	Beth Jantzen
	Title:	CFO

ACCEPTED AND AGREED TO:

/s/ James A. Hayward
James A. Hayward, Ph.D., Sc.D.

4 Jan 24
Date

50 Health Sciences Drive • Stony Brook, NY 11790 • tel 631 240.8000

Exhibit 10.2

January 3, 2024

ViA EMAIL

judy.murrah@adnas.com

Ms. Judy Murrah

Chief Operating Officer

Applied DNA Sciences, Inc.

50 Health Sciences Drive

Stony Brook, NY 11790

Re:

Voluntary Base Salary Reduction

Dear Judy:

As you are aware, Applied DNA Sciences, Inc. (the “Company”) is experiencing certain cash flow difficulties. Accordingly, in order to assist the Company with this current situation, effective January 1, 2024, you hereby voluntarily agree that your current base salary rate will be reduced by $81,250, or 25% until March 31, 2024, and you further agree that the Company has no obligation to, and will not, make you whole for such voluntary reduction. Your base salary during this period will be $243,750. You remain an at-will employee.

Sincerely,

Applied DNA Sciences, Inc.

By:	/s/ Beth Jantzen
	Name:	Beth Jantzen
	Title:	CFO

ACCEPTED AND AGREED TO:

/s/ Judy Murrah 1/4/2024
Judy Murrah

50 Health Sciences Drive • Stony Brook, NY 11790 • tel 631 444.8090 • fax 631 444.8848

Cover	Jan. 04, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 04, 2024
Entity File Number	001-36745
Entity Registrant Name	Applied DNA Sciences, Inc.
Entity Central Index Key	0000744452
Entity Tax Identification Number	59-2262718
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	50 Health Sciences Drive
Entity Address, City or Town	Stony Brook
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	11790
City Area Code	631
Local Phone Number	240-8800
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.001 par value
Trading Symbol	APDN
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false