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.
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 |
