Applied Dna Scie SEC Filings

Applied DNA Sciences appointed Joshua Kruger as Chairman and director effective November 6, 2025, replacing Judith Murrah as Chair; she remains on the Board. The vacancy followed the previously disclosed resignation of Sanford R. Simon on September 29, 2025.

The Board determined Mr. Kruger is not independent under Nasdaq rules. He is affiliated with Cypress Management LLC (Strategic Advisor) and Cypress LLC (Services Provider) and holds an approximately 33% economic interest in each. The Company pays the Strategic Advisor a monthly fee of $60,000 and, in connection with October 2025 private placements, issued five‑year warrants to purchase 1,986,634 shares. Mr. Kruger also purchased 75,302 shares and warrants for an aggregate $250,002.64.

Under the Strategic Digital Assets Services Agreement, the Services Provider earns a management fee of 1.25% per annum (accrued monthly) on Account NAV and an incentive fee of 10% on net returns as defined. The Company will enter its standard indemnification agreement with Mr. Kruger.

Applied DNA Sciences (APDN) called a Special Meeting to seek stockholder approval for three actions tied to recent financing and a shift in strategy. Stockholders will vote to approve, in accordance with Nasdaq Listing Rules 5635(a) and 5635(d), the exercisability of 6,888,382 warrants issued in an October 2025 private placement and the issuance of the underlying common stock. Approval would allow these pre-funded and Series E-2 warrants to be exercised.

The meeting will also consider increasing authorized common stock to 500,000,000 shares and adding 5,000,000 shares to the 2020 Equity Incentive Plan. APDN reported 4,354,782 shares outstanding as of October 31, 2025. If all Crypto Warrants are exercised after approval, shares outstanding would be 20,533,550, and the company states it would receive approximately $13,157,000 from cash exercises. The private placement’s crypto consideration was valued at $11,710,000 (as of October 20, 2025).

The proposals support the company’s BNB‑focused digital asset treasury strategy and its ability to recruit and retain talent with equity awards. The Special Meeting is virtual at 11:00 a.m. ET on December 12, 2025.

Applied DNA Sciences, Inc. launched an at‑the‑market offering of up to $8,157,932 of common stock under a Sales Agreement with Lucid Capital Markets.

Sales, if any, will be made on Nasdaq at market prices with Lucid acting as sales agent and earning a 3.0% commission. The company plans to use net proceeds primarily to develop and implement its BNB‑focused digital asset treasury strategy, along with working capital and general corporate purposes. Under Form S‑3 General Instruction I.B.6, the offering cap equals one‑third of public float; the float was approximately $24.5 million based on 4,354,768 non‑affiliate shares at $5.62 as of October 6, 2025. Shares outstanding were 4,354,782 as of October 31, 2025.

The ATM may be terminated upon sale of all shares covered or by written notice from either party.

Applied DNA Sciences entered an at-the-market offering agreement with Lucid Capital Markets, allowing the company to sell common stock from time to time for an aggregate offering price of up to $8,157,932 under its effective Form S-3 and a prospectus supplement dated November 4, 2025.

Shares may be sold at market prices as defined under Rule 415, with the agent earning a fixed commission of 3.0% on gross sales. The company is not obligated to sell any shares and can suspend or terminate the program. It estimates approximately $175,000 in commencement expenses (excluding agent compensation and reimbursements). The company also agreed to reimburse the agent up to $50,000 for counsel at launch, plus up to $5,000 for certain subsequent filings or amendments, and $2,500 for each Form 10-Q. A legal opinion from McDermott Will & Schulte LLP is included as an exhibit.

Applied DNA Sciences called a virtual Special Meeting to seek stockholder approval for three actions tied to its recent financing and capital strategy. The ballot asks investors to approve, in accordance with Nasdaq Listing Rules 5635(a) and 5635(d), the exercisability and issuance of common stock underlying 6,888,382 pre-funded and Series E-2 warrants from a private placement that closed on October 22, 2025; to increase authorized common shares from 200,000,000 to 500,000,000; and to add 5,000,000 shares to the 2020 Equity Incentive Plan.

The company cites its BNB-focused treasury strategy as the rationale for added flexibility. As of October 31, 2025, shares outstanding were 4,354,782. If Warrant Stockholder Approval is obtained and all Crypto Warrants are exercised, the company states it would have 20,533,550 shares outstanding. The company notes it could receive approximately $13,157,000 in cash upon such exercises. The Board recommends voting FOR all proposals.

Applied DNA Sciences filed a resale S-1 covering up to 18,728,341 shares of Common Stock to be sold from time to time by selling stockholders. The registration includes shares issued in recent private placements and shares issuable upon exercise of pre-funded and Series E warrants.

The company will not receive proceeds from any resale by the selling stockholders. It would receive cash only if holders exercise warrants, including pre-funded warrants at $0.0001 per share and Series E, placement agent, advisory, and consultant warrants at $3.82 per share. Proceeds from any such exercises are intended primarily to support the company’s BNB-focused digital asset treasury strategy, along with working capital and general corporate purposes.

Common Stock trades on Nasdaq as “BNBX.” Shares outstanding were 4,354,782 as of October 24, 2025; this is a baseline figure, not the amount being offered.

Applied DNA Sciences (APDN) closed two previously announced private placements. The Cash Offering sold 4,620,485 shares and/or prefunded warrants at $3.32 per share, together with 4,620,485 Series E-1 warrants exercisable at $3.82 per share. The Cryptocurrency Offering sold 3,444,191 prefunded warrants at $3.32 per warrant and 3,444,191 Series E-2 warrants exercisable at $3.82 per share.

Gross proceeds included $15.3 million in cash and stablecoins and OBNB trust units valued at $11.71 million (as of October 22, 2025). The Company received 0.126 OBNB trust units per prefunded warrant and common warrant, totaling 435,638 trust units that represent underlying ownership of 10,647 BNB tokens.

Applied DNA Sciences (APDN): A director reported acquiring 22,511 shares of common stock at $0 on 10/17/2025 via a restricted stock unit grant. Following the transaction, the director beneficially owned 22,512 shares, held directly.

The award vests 100% 90 days from the grant date, indicating a short vesting schedule before settlement into shares.

Applied DNA Sciences reported a director equity grant on a Form 4. On 10/17/2025, the reporting person acquired 22,511 shares of common stock at a price of $0, reflecting an equity award. Following the transaction, the director beneficially owns 22,512 shares directly.

The filing notes the award relates to restricted stock units that vest 100% after 90 days from the grant date, indicating a short vesting schedule tied to service.