0000744452 false 0000744452 2022-08-04
2022-08-04 iso4217:USD xbrli:shares iso4217:USD xbrli:shares
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):
August 4, 2022
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 1.01. Entry into a Material Definitive Agreement.
The information regarding the
Offering and the Agreement (each, as defined below) set forth in
Item 8.01 of this Current Report on Form 8-K is incorporated by
reference into this Item 1.01.
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.
Item 9.01. Financial Statements and
Exhibits.
(d) Exhibits
4.1 |
Form
of Series A Warrant. |
4.2 |
Form
of Series B Warrant. |
4.3 |
Form
of Prefunded Warrant. |
10.1 |
Form
of Securities Purchase Agreement, dated August 4, 2022, by and
between Applied DNA Sciences, Inc. and certain
purchasers. |
99.1 |
Press
Release, dated August 4, 2022, announcing pricing of the
Offering. |
99.2 |
Press
Release, dated August 8, 2022, announcing closing of the
Offering. |
104 |
Cover
Page Interactive Data File (formatted in Inline XBRL and contained
in Exhibit 101) |
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:
August 8, 2022 |
APPLIED
DNA SCIENCES, INC. |
|
|
|
|
By: |
/s/
James A. Hayward |
|
Name: |
James
A. Hayward |
Applied DNA Sciences (NASDAQ:APDN)
Historical Stock Chart
From Dec 2022 to Jan 2023
Applied DNA Sciences (NASDAQ:APDN)
Historical Stock Chart
From Jan 2022 to Jan 2023