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 Warrantsand, 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)
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