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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): April 16, 2024
Applied DNA Sciences, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-36745 | 59-2262718 |
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (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
On April 15, 2024, Applied DNA Sciences, Inc. (the “Company”) held a special meeting of stockholders, at which the stockholders’ approved the Company entering into the Warrant Amendments (as defined below).
On April 16, 2024, the Company entered into amendments to certain outstanding warrants (“Warrants”) to purchase shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) with certain holders (the “Holders”) of an aggregate of 3,113,213 Warrants comprised of (i) 2,655,400 Warrants held directly by certain Holders (the “Purchase Warrant Amendment”) and (ii) 457,813 Warrants held in book-entry form with the Company’s transfer agent (the “Book-Entry Warrant Amendment”, and, with the Purchase Warrant Amendment, the “Warrant Amendments”). The Book-Entry Warrant Amendment was entered into by the Holders of the required number of Warrants for an amendment of such warrants.
Pursuant to the Warrant Amendments, the Holders agreed to reduce the exercise price of the Warrants, which were previously issued to the Holders with exercise prices ranging from $1.29 to $4.00 per warrant, to $0.609 per Warrant. The Company also agreed to extend the expiration date for the Warrants to August 9, 2028.
Further information about the original terms of the Warrants are below:
| Investor | Warrants Outstanding |
Original Issue Date |
Original Expiration Date |
Original Exercise Price |
||||||||
| Dillon Hill Investment Co. LLC | 59,000 | 10/7/2020 | 10/7/2025 | $ | 1.51 | |||||||
| Dillon Hill Capital LLC | 100,000 | 10/7/2020 | 10/7/2025 | $ | 1.51 | |||||||
| Dillon Hill Investment Co. LLC | 50,000 | 12/9/2020 | 12/8/2025 | $ | 1.31 | |||||||
| Dillon Hill Investment Co. LLC | 50,000 | 12/10/2020 | 12/9/2025 | $ | 1.29 | |||||||
| Dillon Hill Investment Co. LLC* | 198,739 | 11/15/2019 | 11/15/2024 | $ | 1.47 | |||||||
| Dillon Hill Capital LLC* | 201,000 | 11/15/2019 | 11/15/2024 | $ | 1.47 | |||||||
| Various Investors* | 58,074 | 11/15/2019 | 11/15/2024 | $ | 1.47 | |||||||
| Armistice Capital Master Fund Ltd. | 1,496,400 | 2/24/2022 | 8/24/2027 | $ | 2.84 | |||||||
| Armistice Capital Master Fund Ltd. | 900,000 | 8/8/2022 | 8/9/2027 | $ | 4.00 | |||||||
*Denotes Warrants held in book-entry form with the Company’s transfer agent
The foregoing summaries of the Warrant Amendments do not purport to be complete and are subject to, and qualified in their entirety by, the forms of such documents attached as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K, which are incorporated herein by reference.
Item 3.03. Material Modifications to Rights of Securityholders.
The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Form of Purchase Warrant Amendment | |
| 10.2 | Form of Book-Entry Warrant Amendment | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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: April 19, 2024 | APPLIED DNA SCIENCES, INC. | |
| By: | /s/ James A. Hayward | |
| Name: | James A. Hayward | |
| Title: | Chief Executive Officer | |
Exhibit 10.1
AMENDMENT TO COMMON STOCK PURCHASE WARRANT
THIS AMENDMENT TO COMMON STOCK PURCHASE WARRANT (this “Amendment”), dated as of April 16, 2024, is by and between Applied DNA Sciences, Inc., a Delaware corporation (the "Company"), and [●] (the “Holder”).
WHEREAS, pursuant to a Placement Agency Agreement, dated January 31, 2024, by and among the Company and Maxim Group, LLC and Securities Purchase Agreements, dated January 31, 2024, by and between the Company and the purchasers on the signature pages thereto (each, a “Purchaser” and, collectively, the “Purchasers”), the Company engaged in a registered direct offering of 3,228,056 shares of its Common Stock, par value $0.001 per share (“Common Stock”) and pre-funded warrants to purchase 2,416,005 shares of Common Stock, and in a concurrent private placement, unregistered common warrants to purchase 11,288,122 shares of Common Stock (such transactions, collectively, the “Offering”) and, in connection therewith, has determined to amend the terms of that certain Common Stock Purchase Warrant held by the Holder, a Purchaser in the Offering, to purchase [●] shares of Common Stock, having an original issue date of [●] and an original exercise price of $[●] per share (as such original exercise price has been adjusted to date) (the “Original Warrant”), on the terms and conditions set forth in this Amendment; and
WHEREAS, all acts and things have been done and performed which are necessary to amend the Original Warrants, when executed on behalf of the Company and countersigned by or on behalf of the Holder, as provided herein, the valid, binding and legal obligations of the Company, and to authorize the execution and delivery of this Amendment.
NOW, THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto agree as follows:
| 1. | Recitals. The foregoing Recitals are hereby incorporated into and made part of this Amendment. |
| 2. | Exercise Price; Expiration Date. The exercise price of the Original Warrant is hereby changed from $[●] to $0.609, and the expiration date of the Original Warrant is hereby extended from [●] to August 9, 2028, each as subject to the Company’s receipt of approval pursuant to the applicable rules and regulations of The Nasdaq Stock Market LLC from the shareholders of the Company. |
| 3. | Representations and Warranties; Consent. The Holder represents and warrants that it owns the Original Warrant and that it consents to the Amendment. |
| 4. | Entire Agreement. The terms and conditions of this Amendment shall be incorporated by reference in the Original Warrant as though set forth in full in the Original Warrant. In the event of any inconsistency between the provisions of this Amendment and any other provision of the Original Warrant, the terms and provisions of this Amendment shall govern and control. Except to the extent specifically amended or superseded by the terms of this Amendment, all of the provisions of the Original Warrant shall remain in full force and effect to the extent in effect on the date of this Amendment. The terms of the Original Warrant, as modified by this Amendment, constitute the complete agreement among the parties and supersede any prior written or oral agreements, writings, communications or understandings of the parties with respect to the subject matter of the Original Warrant. |
[Signature Page Follows]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.
| APPLIED DNA SCIENCES, INC. | |||
| By: | |||
| Name: | James Hayward | ||
| Title: | Chief Executive Officer | ||
| By: | |||
| Name: | |||
| Title: | |||
[Signature Page to Warrant Amendment]
Exhibit 10.2
AMENDMENT TO WARRANT AGREEMENT
THIS AMENDMENT TO WARRANT AGREEMENT (this “Amendment”), dated as of April 16, 2024, is by and between Applied DNA Sciences, Inc., a Delaware corporation (the "Company"), and Equiniti Trust Company, LLC, a New York limited liability trust company (formerly known as American Stock Transfer & Trust Company, LLC), as Warrant Agent (the “Warrant Agent”).
WHEREAS, pursuant to a Placement Agency Agreement, dated January 31, 2024, by and among the Company and Maxim Group, LLC and Securities Purchase Agreements, dated January 31, 2024, by and between the Company and the purchasers on the signature pages thereto, the Company engaged in a registered direct offering of 3,228,056 shares of its Common Stock, par value $0.001 per share (“Common Stock”) and pre-funded warrants to purchase 2,416,005 shares of Common Stock, and in a concurrent private placement, unregistered common warrants to purchase 11,288,122 shares of Common Stock and, in connection therewith, has determined to amend the terms of certain book-entry warrants held by certain holders (the “Holders”), to purchase 457,813 shares of Common Stock, having an original issue date of November 15, 2019 and an original exercise price of $1.47 per share (the “Book-Entry Warrants”), on the terms and conditions set forth in this Amendment; and
WHEREAS, all acts and things have been done and performed which are necessary to amend the Book-Entry Warrants, when executed on behalf of the Company and countersigned by or on behalf of the Warrant Agent, as provided herein, the valid, binding and legal obligations of the Company, and to authorize the execution and delivery of this Amendment.
NOW, THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto agree as follows:
| 1. | Recitals. The foregoing Recitals are hereby incorporated into and made part of this Amendment. |
| 2. | Exercise Price; Expiration Date. The exercise price of the Book-Entry Warrants is hereby changed from $1.47 to $0.609, and the expiration date of the Book-Entry Warrants is hereby extended from November 15, 2024 to August 9, 2028, subject in both cases to the Company’s receipt of approval pursuant to the applicable rules and regulations of The Nasdaq Stock Market LLC from the shareholders of the Company. |
| 3. | Representations and Warranties; Consent. Dillon Hill Investment Company LLC (“Dillon Hill Investment”), as a Holder of certain Book-Entry Warrants, represents and warrants that it owns a total of 198,739 Book-Entry Warrants to purchase shares of Common Stock and consents to the Amendment. Dillon Hill Capital LLC (“Dillon Hill Capital” and, together with Dillon Hill Investment, “Dillon Hill”), as a Holder of certain Book-Entry Warrants, represents and warrants that it owns a total of 201,000 Book-Entry Warrants to purchase shares of Common Stock and consents to the Amendment. The Company represents and warrants that a total of 457,813 Book-Entry Warrants to purchase shares of Common Stock are outstanding as of the date hereof, and that based on Dillon Hill’s representation and warranties in this paragraph 3, Dillon Hill, collectively, owns more than sixty-five percent (65%) of the outstanding Book-Entry Warrants. |
| 4. | Entire Agreement. The terms and conditions of this Amendment shall be incorporated by reference in the Book-Entry Warrants as though set forth in full in the Book-Entry Warrants. In the event of any inconsistency between the provisions of this Amendment and any other provision of the Book-Entry Warrants, the terms and provisions of this Amendment shall govern and control. Except to the extent specifically amended or superseded by the terms of this Amendment, all of the provisions of the Book-Entry Warrants shall remain in full force and effect to the extent in effect on the date of this Amendment. The terms of the Book-Entry Warrants, as modified by this Amendment, constitute the complete agreement among the parties and supersede any prior written or oral agreements, writings, communications or understandings of the parties with respect to the subject matter of the Book-Entry Warrants. |
[Signature Page Follows]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.
| APPLIED DNA SCIENCES, INC. | |||
| By: | |||
| Name: | James Hayward | ||
| Title: | Chief Executive Officer | ||
| EQUINITI TRUST COMPANY, LLC, as Warrant Agent | |||
| By: | |||
| Name: | |||
| Title: | |||
Agreed and Accepted:
| DILLON HILL INVESTMENT COMPANY LLC | ||
| By: | ||
| Name: | Bruce Grossman | |
| Title: | President | |
[Signature Page to Warrant Amendment]