Item 1.01. Entry into a Material Definitive Agreement.
On
February 21, 2022, Applied DNA Sciences, Inc. (the “Company,” “we” or “us”) entered
into a securities purchase agreement (“Securities Purchase Agreement”) with an institutional investor (“Purchaser”).
Pursuant to the Securities Purchase Agreement, the Company agreed to sell in a registered direct offering (“Registered Direct
Offering”) 1,496,400 shares (“Shares”) of the Company’s common stock, par value $0.001 (“Common
Stock”), and/or pre-funded warrants (“Pre-Funded Warrants”) to purchase shares of Common Stock to the
extent that the Purchaser determines, in its sole discretion, that such Purchaser would beneficially own in excess of 4.99% (or at the
Purchaser’s election, 9.99%). The Pre-Funded Warrants have an exercise price of $0.0001 per share and are immediately exercisable
and can be exercised at any time after their original issuance until such Pre-Funded Warrants are exercised in full. Each Share is being
sold at an offering price of $2.80 and each Pre-Funded Warrant is being sold at an offering price of $2.7999 (equal to the purchase price
per Share minus the exercise price of the Pre-Funded Warrant). Pursuant to the Securities Purchase Agreement, in a concurrent private
placement (together with the Registered Direct Offering, the “Offerings”), the Company also agreed to issue to the
Purchaser unregistered warrants (“Common Warrants”) to purchase up to 1,496,400 shares of Common Stock. Each Common
Warrant has an exercise price of $2.84 per share, is exercisable six months from the date of issuance and will expire five years from
the initial exercise date.
Roth Capital Partners,
LLC (the “Placement Agent”) acted as the exclusive placement agent for
the Offerings, pursuant to a placement agency agreement (the “Placement
Agreement”), dated February 21, 2022, by and between the Company and the Placement Agent.
We expect to receive aggregate
proceeds, before deducting Placement Agent fees, in the amount of approximately $4.2 million. We intend to use the net proceeds from the Offerings for general corporate purposes, including working capital, and to advance the adoption of its LinearDNA™ manufacturing
platform.
The closing of the Offerings
is expected to take place on February 24, 2022 (the “Closing Date”), subject to customary closing conditions. The Shares
and the Pre-Funded Warrants are being offered and sold pursuant to our shelf registration statement on Form S-3 (File No. 333-238557)
initially filed with the Securities and Exchange Commission (the “Commission”) on May 21, 2020 and declared effective
on June 1, 2020. A prospectus supplement relating to the Registered Direct Offering will be filed with the Commission on or about February
22, 2022. None of the Common Warrants or the shares of Common Stock issuable upon the exercise of the Common Warrants are registered under
the Securities Act of 1933 as amended (the “Securities Act”). The Common Warrants and shares of Common Stock issuable
upon exercise thereof will be issued in reliance on the exemptions from registration provided by Section 4(a)(2) under the Securities
Act and Regulation D promulgated thereunder for transactions not involving a public offering.
The Securities Purchase Agreement
contains customary representations, warranties and agreements by us and customary conditions to closing. Under the Securities Purchase
Agreement, and subject to certain exceptions, we have agreed not to (i) enter into any agreement to issue or announce the issuance or
proposed issuance of any Common Stock or Common Stock equivalents, or (ii) file any registration statement or amendment or supplement
thereto, for a period of ninety (90) days following the closing of the Offerings. We have also agreed not to effect or enter into an
agreement to effect any issuance of Common Stock or Common Stock equivalents involving a Variable Rate Transaction, as defined in the
Securities Purchase Agreement, or “at-the-market offering,” from the Closing Date until such time as the Purchaser no longer
holds any of the Common Warrants (or, in the case of an “at-the-market offering,” for one (1) year from the closing of the
Offerings). In addition, the Purchaser also has a right to participate for up to 30% of the issuance of common stock or common stock
equivalents in a subsequent financing for one (1) year from the date of the closing of the Offerings.
In connection with the Offerings,
we and each of our executive officers and directors have agreed, subject to certain exceptions set forth in the lock-up agreements, not
to offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any
option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of our Common Stock, or
any securities convertible into or exercisable or exchangeable for shares of our Common Stock, or publicly disclose the intention to
make any offer, sale, pledge or disposition, for ninety (90) days from the closing of the Offerings.
Pursuant to the Placement
Agreement, we have agreed to pay the Placement Agent a cash placement fee equal to 7.0% of the aggregate gross proceeds raised in the Offerings from sales arranged for by the Placement Agent. Subject to certain conditions, we also have agreed to reimburse all travel and
other out-of-pocket expenses of the Placement Agent in connection with the Offerings, including but not limited to legal fees, up to a
maximum of $50,000. The Placement Agreement contains customary representations, warranties and agreements by us and customary conditions
to closing. We have agreed to indemnify the Placement Agent against certain liabilities, including liabilities under the Securities Act,
and liabilities arising from breaches of representations and warranties contained in the Placement Agreement, or to contribute to payments
that the Placement Agent may be required to make in respect of those liabilities.
The foregoing descriptions
of the Pre-Funded Warrant, Common Warrant, Placement Agreement and the Securities Purchase Agreement do not purport to be complete and
are qualified in their entirety by reference to the full text of the Form of Pre-Funded Warrant, Form of Common Warrant, Form of Placement
Agreement and the Form of Securities Purchase Agreement, which are attached to this Current Report on Form 8-K as Exhibits 4.1, 4.2, 10.1
and 10.2, respectively, and incorporated herein by reference in their entirety.
We note that the representations,
warranties and covenants made by us in any agreement that is filed as an exhibit to any document that is incorporated by reference in
the prospectus supplement or the accompanying base prospectus were made solely for the benefit of the parties to such agreement, including,
in some cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation,
warranty or covenant to or in favor of any stockholder or potential stockholder of the Company other than the parties thereto. In addition,
the assertions embodied in any representations, warranties and covenants contained in such agreements may be subject to qualifications
with respect to knowledge and materiality different from those applicable to security holders generally. Moreover, such representations,
warranties or covenants were accurate only as of the date when made, except where expressly stated otherwise. Accordingly, such representations,
warranties and covenants should not be relied on as accurately representing the current state of our affairs at any time.
A copy of the
legal opinion of Troutman Pepper Hamilton Sanders LLP relating to the legality of the Shares of Common Stock, the Pre-Funded Warrants
and shares of Common Stock underlying the Pre-Funded Warrants being issued and sold in the Registered Direct Offering by the Company
is filed as Exhibit 5.1.
Forward-Looking Statements
This Current Report on Form
8-K contains statements which may be “forward-looking” in nature within the meaning of Section 27A of the Securities Act,
Section 21E of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) 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, including market conditions, the completion of the Offerings,
the satisfaction of customary closing conditions related to the Offerings and the intended use of net proceeds from the Offerings, many
of which are beyond the control of the Company. These statements are based on current expectations, estimates and projections about our
business based, in part, on assumptions made by management. These statements are not guarantees of future performance and involve risks,
uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may differ materially from what is
expressed or forecasted in the forward-looking statements due to numerous factors, including those risks factors detailed from time to
time in the Company’s reports and filings with the Commission, including its Annual Report on Form 10-K filed on December 17, 2020,
as amended, and other reports it files with the Commission, 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.
The prospectus supplement
relating to the Registered Direct Offering will be filed with the Commission and will be available on the Commission’s web site
at http://www.sec.gov.
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.
Item 3.02 Sale of Unregistered Securities.
The information contained in Item 1.01 of this
Current Report on Form 8-K in relation to the Common Warrants and the shares of common stock underlying such warrants is incorporated
herein by reference.