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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):
September 29, 2025
Applied DNA Sciences, Inc.
(Exact name of registrant as specified in its charter)
|
Delaware
(State or other jurisdiction
of incorporation or organization) |
001-36745
(Commission File Number) |
59-2262718
(IRS Employer
Identification No.) |
50 Health Sciences Drive
Stony Brook, New York 11790
(Address of principal executive office) (Zip Code)
631-240-8800
(Registrants’ telephone
number, including area code)
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)) |
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 |
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. ¨
Item 1.01 Entry into a Material Definitive Agreement.
Securities Purchase Agreement
On September 29, 2025, Applied DNA Sciences, Inc.,
a Delaware corporation (the “Company”) entered into a securities purchase agreement (the “Cash Securities Purchase Agreement”)
with certain accredited investors (the “Cash Purchasers”) pursuant to which the Company agreed to sell and issue to the Cash
Purchasers in a private placement offering (the “Cash Offering”) an aggregate of 4,730,178 shares (the “Shares”)
of common stock of the Company, par value $0.001 per share (the “Common Stock”), and/or prefunded warrants in lieu thereof
(the “Prefunded Warrants”), and Series E Warrants (the “Common Warrants”) to purchase 4,730,178 shares of Common
Stock at a per share exercise price of $3.82. In the Cash Offering, the Purchasers will tender U.S. dollars or the cryptocurrency stablecoin
issued by Circle Internet Group, Inc. commonly referred to as “USDC” to the Company as consideration for the Shares and/or
Prefunded Warrants and the Common Warrants. Lucid Capital Markets, LLC (the “Placement Agent”) is acting as sole placement
agent for the Offering (as defined below).
Also on September 29, 2025, the Company entered
into a securities purchase agreement (the “Cryptocurrency Securities Purchase Agreement,” and together with the Cash Securities
Purchase Agreement, the “Securities Purchase Agreement”) with certain accredited investors (the “Cryptocurrency Purchasers,”
and together with the Cash Purchasers, the “Purchasers”) pursuant to which the Company agreed to sell and issue to the Cryptocurrency
Purchasers in a private placement offering (the “Cryptocurrency Offering,” and together with the Cash Offering, the “Offering”)
3,334,471 prefunded warrants (the “Cryptocurrency Prefunded Warrants”) to purchase shares of Common Stock at a per share exercise
price of $3.82 and 3,334,471 common stock purchase warrants (the “Cryptocurrency Common Warrants”) at a per share exercise
price of $3.82. In the Cryptocurrency Offering, the Cryptocurrency Purchasers will tender cash equivalents of crypto-currency (or trust
units or interests that that hold crypto-currency) acceptable (in form and value) to the Company as consideration for the Cryptocurrency
Common Warrants and the Cryptocurrency Prefunded Warrants.
The Company intends to close the Offering on
or around on October 1, 2025 (the “Closing Date”). The gross proceeds of the Offering are expected to be approximately $26.8
million. Unless otherwise indicated, capitalized terms used but not defined in this Item 1.01 shall have the meanings set forth in the
Securities Purchase Agreement, as applicable.
Prior to the Closing Date, the Company was a biotechnology
company focused on providing nucleic-acid production solutions for the biopharmaceutical and diagnostics industries. The Company’s
technologies enabled cell-free manufacturing of deoxyribonucleic acid (DNA) and ribonucleic acid (RNA), which are essential components
for a new generation of advanced biotherapeutics, such as gene therapies, adoptive cell therapies, messenger RNA therapeutics and DNA
vaccines, as well as diagnostic applications.
The Company intends to use the net proceeds
from the Offering for working capital purposes and will primarily use such proceeds in its BNB-focused treasury strategy wherein it
will manage digital assets, primarily in the native cryptocurrency of the Binance Coin blockchain commonly referred to as
“BNB”, including staking, restaking, and liquid staking of BNB, and participation in other Binance ecosystem yield
opportunities to contribute the BNB to the Company’s treasury operations (together, the “BNB Strategy”).
Each of the Prefunded Warrants and the
Cryptocurrency Prefunded Warrants is exercisable for one share of Common Stock at the exercise price of $0.0001 per share of Common
Stock underlying the Prefunded Warrant or Cryptocurrency Prefunded Warrant (a “Prefunded Warrant Share”). The Prefunded
Warrants are immediately exercisable and may be exercised at any time until all of the Prefunded Warrants issued in the Offering are
exercised in full. The Cryptocurrency Prefunded Warrants are exercisable on or after the later of (i) the date the Stockholder
Approval is obtained and (ii) the date that the Subscription Amount is delivered in transferrable form reasonably acceptable to the
Company with good and marketable title and is free and clear of any security interests, pledges, liens, restrictions, claims or
encumbrances of any kind, and thereafter may be exercised at any time until five (5) years after the date of their initial issuance.
Each holder’s ability to exercise its Prefunded Warrants or Cryptocurrency Prefunded Warrants in exchange for shares of Common
Stock is subject to certain beneficial ownership limitations set forth therein. Each of the Common Warrants and Cryptocurrency
Common Warrants is exercisable for one share of Common Stock at the exercise price of $3.82 per share of Common Stock (a
“Common Warrant Share”). The Common Warrants are exercisable for cash immediately upon issuance and thereafter may be
exercised at any time until five (5) years after such issuance. The Cryptocurrency Common Warrants are exercisable for cash on or
after the later of (i) the date the Stockholder Approval is obtained and (ii) the date that the Subscription Amount is delivered in
transferrable form reasonably acceptable to the Company with good and marketable title and is free and clear of any security
interests, pledges, liens, restrictions, claims or encumbrances of any kind, and thereafter may be exercised at any time until five
(5) years after the date of their initial issuance. The Common Warrants and the Cryptocurrency Common Warrants may also be exercised
on a cashless basis at any time beginning six (6) months after their initial issuance if, at the time of exercise, there is no
effective registration statement registering, or the prospectus contained therein is not available for, the resale of the Common
Warrant Shares by the holder thereof and are subject to cancellation by the Company if they are not exercised after certain
specified trading criteria of the Common Stock is satisfied.
The Common Stock, the Shares, the Common Warrants,
the Cryptocurrency Common Warrants, the Common Warrant Shares, the Prefunded Warrants, the Cryptocurrency Prefunded Warrants and the
Prefunded Warrant Shares are being offered in reliance upon the exemption from the registration requirement of the Securities Act of
1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) thereof and/or Rule 506(b) of Regulation D promulgated
thereunder, and applicable state securities laws. The issuances of the Common Stock, the Shares, the Common Warrants, the Cryptocurrency
Common Warrants, the Prefunded Warrants and the Cryptocurrency Prefunded Warrants have not been registered under the Securities Act and
such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities
Act and any applicable state securities laws.
Registration Rights Agreements
In connection with entering into the Securities
Purchase Agreement, on or prior to the Closing Date, the Company and the Cash Purchasers intend to enter into a Registration Rights Agreement
(the “Cash Registration Rights Agreement”) and the Company and the Cryptocurrency Purchasers intend to enter into a Registration
Rights Agreement (the Cryptocurrency Registration Rights Agreement”), pursuant to which the Company will agree to file a registration
statement with the U.S. Securities and Exchange Commission (the “SEC”) within thirty (30) days of the Closing Date registering,
as applicable, the resale of the Common Stock sold in the Offering or underlying the Prefunded Warrants, the Cryptocurrency Prefunded
Warrants, the Common Warrants, the Cryptocurrency Warrants, the Advisory Warrants (as described below) and the Placement Agent Warrants
(as described below).
Strategic DAS Agreement
In connection with the Offering, on September
29, 2025, the Company entered into a strategic digital assets services agreement (the “Strategic DAS Agreement”) with Cypress
LLC, a Puerto Rico limited liability company (the “Services Provider”), pursuant to which the Company appointed the Services
Provider to provide discretionary asset management services (i) in compliance with the Company’s BNB Strategy, (ii) with respect
to any other cryptocurrency or digital asset strategies subject to the Company’s approval, in each case, solely with respect to
the Account Assets (as defined below) in the accounts or cryptocurrency “wallets” identified by the Company after consultation
with the Services Provider (collectively, the “Account”) for an initial term of five (5) years, which will automatically and
without further action renew for successive one (1) year terms unless the Company or the Services Provider notifies the other in writing
of its desire not to renew the Strategic DAS Agreement at least thirty (30) days prior to the expiration of the term in effect.
The assets subject to the Strategic DAS Agreement
consist of (i) the proceeds of the Offering, and (ii) any additional assets designated by the Company as “Account Assets”
in writing, in each case which the Company agrees it has placed or will place into the Account, as well as all investments or reinvestments
thereof, proceeds of, income on and additions or accretions to same, including all assets which are or were in the Account, but which
are staked from time to time in accordance with the Strategic DAS Agreement (together, the “Account Assets”). The Account
Assets will be held in cryptocurrency wallets established and controlled by the Company, to which the Services Provider has restricted
and trade-only access. Title to the Account and all Account Assets shall be held in the name of the Company, provided that for convenience
in buying, selling and exchanging assets, with the consent of the Company, title to such assets may be held in the name of a third-party
custodian acceptable to the Company and the Services Provider (the “Custodian”).
The Services Provider will be compensated according
to a management and incentive fee schedule as set forth in the Strategic DAS Agreement. The Company is responsible for all reasonable
and documented expenses related to the operation of the Account, including custodial fees, bank service fees, brokerage commissions and
all other brokerage transaction costs, clearing and settlement fees, interest and withholding or transfer taxes incurred in connection
with trading for the Account, and any other reasonable and documented fees and expenses related to the trading and investment activity
of the Account. The Services Provider does not provide advice with respect to, or manage, and the Account Assets shall not include any
assets reasonably know to Services Provider to be, “investment securities” as defined under the Investment Company Act of
1940 (the “Investment Company Act”) or “commodity interests” as defined under the Commodity Exchange Act of 1936,
as amended (the “CEA”). In addition, the arrangement is structured to avoid requiring (i) the registration of either the Account,
the Company, the Services Provider or any of their respective affiliates as an investment company under the Investment Company Act, (ii)
the registration of Services Provider or any of its affiliates as an investment adviser under the United States Investment Advisers Act
of 1940, as amended, (iii) the Account or the Company or any of its affiliates to become a “commodity pool” as defined in
the CEA, and (iv) the Services Provider or any of its affiliates to register as a commodity pool operator or commodity trading advisor
pursuant to the CEO or to become a member of the National Futures Association.
As set forth in the Strategic
DAS Agreement, the Company has agreed to pay to the Services Provider a fixed-rate management fee accrued and payable monthly (prorated
for partial months) in arrears, equal to 1/12 of 1.25% per annum multiplied by the net asset value of the Account as of the last day of
each month, before taking into account the estimated accrued incentive fee (as described below), if any. The management fee shall be payable
within fifteen (15) days of the Company’s receipt of an invoice from the Services Provider after the end of each month. In addition,
the Company has agreed to pay to the services provider an incentive fee for each Incentive Period (as defined in the Strategic DAS Agreement)
relating to the Account equal to 10% on net returns, multiplied by the amount, if any, by which the increase in net asset value of the
Account during such Incentive Period (excluding any amounts contributed to or withdrawn from the Account during such Incentive Period)
exceeds the sum of (x) net asset value for the Account as of the later of September 29, 2025 and the last time an incentive fee was paid
in respect of the Account and (y) the aggregate management fees, to the extent not included in the calculation of net asset value, to
Services Provider during such Incentive Period.
The Strategic DAS Agreement has an initial term
of five (5) years. The Strategic DAS Agreement may be terminated by (i) either the Company or the Services Provider upon thirty (30) days’
prior written notice for Cause (as defined in the Strategic DAS Agreement); (ii) by either the Company or the Services Provider, without
Cause, effective as of the end of the initial term of the Strategic DAS Agreement or any renewal period, upon at least thirty (30) days’
prior written notice of non-renewal; or (iii) by the Services Provider if it becomes unlawful under any applicable law for Services Provider
to perform any or all of its obligations under the Strategic DAS Agreement, in which case the Services Provider shall immediately suspend
its performance of all unlawful obligations under the Strategic DAS Agreement and terminate it with three (3) days’ prior written
notice to the Company. If the Strategic DAS Agreement is terminated by the Company for any other reason than with respect to the Services
Provider’s Cause or pursuant to clause (ii) of the immediately preceding sentence, or by the Services Provider with respect to the
Company’s Cause, the Company shall pay liquidated damages to the Services Provider in an amount equal to all fees and other compensation
that would have accrued to Services Provider under the Strategic DAS Agreement from the date of the termination through the end of the
then-current term (assuming a net asset value of the Accounts as of the date of termination, plus the Assumed Return on Investments (as
defined in the Strategic DAS Agreement)), paid monthly throughout the term in effect in accordance with the Strategic DAS Agreement.
The Services Provider
is not authorized to act as custodian of the Company’s assets, nor to take possession, title or authority to any Account Assets.
The Services Provider may provide similar services to other clients, and the Services Provider or its affiliates may engage in transactions
for their own accounts. The Strategic DAS Agreement contains customary representations, warranties, confidentiality, indemnification and
limitation of liability provisions, and is governed by the laws of the State of New York.
Strategic Advisor Agreement
On September 29, 2025,
the Company entered into a Strategic Advisor Agreement (the “Strategic Advisor Agreement”) with Cypress Management LLC, a
Puerto Rico limited liability Company (the “Strategic Advisor”), pursuant to which the Company engaged the Strategic Advisor
to provide strategic advice, guidance, and technical advisory services relating to the Company’s business, operations, growth initiatives
and industry trends in the crypto technology sector for an initial term of five (5) years, which will automatically and without further
action renew for successive one (1) year terms unless the Company or the Strategic Advisor notifies the other in writing of its desire
not to renew the Strategic Advisor Agreement at least thirty (30) days prior to the expiration of the term in effect. The Strategic Advisor
or the Company may terminate the Strategic Advisor Agreement immediately upon written notice to the other party if the Company or the
Strategic Advisor, as applicable, materially breaches the Strategic Advisor Agreement and fails to cure such breach within thirty (30)
days after receipt of such written notice. The Company and the Strategic Advisor may terminate the Strategic Advisor Agreement by mutual
agreement at any point during the term. Either the Company or the Services Provider may terminate the Strategic Advisor Agreement by giving
a termination notice to the other party if the other party (a) voluntarily files or has filed against it a petition under applicable bankruptcy
or insolvency laws that is not released within sixty (60) days after filing, (b) proposes any dissolution, composition or financial reorganization
with creditors or if a receiver, trustee, custodian or similar agent is appointed or takes possession with respect to all or substantially
all property or business of such party, or (c) makes a general assignment for the benefit of creditors, and such termination would become
effective ten (10) days after receipt of the termination notice. The Strategic Advisor Agreement shall automatically terminate upon termination
of the Strategic DAS Agreement.
Pursuant to the terms
of the Strategic Advisor Agreement, the Company will pay a monthly fee of $60,000 to the Strategic Advisor and issue to the Strategic
Advisor five (5) year warrants to purchase Common Stock (the “Advisory Warrants”) equal to 9.5% of the shares of Common Stock
outstanding on the Closing Date on an as-converted, fully diluted basis (including counting the Prefunded Warrants). The exercise price
per share of the Advisory Warrants is equal to a 15% premium to the price of the Common Stock on the Closing Date and may be issued to
certain designees of the Strategic Advisor in its sole discretion. The Advisory Warrants are exercisable for cash, in whole or in part,
at any time and from time to time, for a period of five (5) years from the date of issuance and may also be exercised on a cashless basis
at any time beginning six (6) months after their initial issuance if, at the time of exercise, there is no effective registration statement
registering, or the prospectus contained therein is not available for, the resale of the underlying shares of Common Stock by the holder
thereof. The Strategic Advisor Agreement also contains customary representations and warranties, confidentiality provisions and limitations
on liability.
The Advisory Warrants and the shares of Common
Stock underlying the Advisory Warrants are being offered in reliance upon the exemption from the registration requirements of the Securities
Act, pursuant to Section 4(a)(2) thereof and/or Rule 506(b) of Regulation D promulgated thereunder, and applicable state securities laws.
The issuance of the Advisory Warrants have not been registered under the Securities Act and such securities may not be offered or sold
in the United States absent registration or an exemption from registration under the Securities Act and any applicable state securities
laws.
The foregoing descriptions of the Prefunded Warrants,
the Common Warrants, the Cryptocurrency Prefunded Warrants, the Cryptocurrency Common Warrants, the Advisory Warrants, the Cash Securities
Purchase Agreement, the Cryptocurrency Securities Purchase Agreement, the Cash Registration Rights Agreement, the Cryptocurrency Registration
Rights Agreement, the Strategic DAS Agreement and the Strategic Advisor Agreement do not purport to be complete and are subject to, and
qualified in their entirety by reference to the complete text of those agreements, which the Company intends to file promptly as exhibits
to a subsequent Current Report on Form 8-K.
Item 3.02 Unregistered Sale of Equity Securities.
The information contained above in Item 1.01 relating
to the issuance of the Common Stock, the Shares, the Common Warrants, the Prefunded Warrants, and the Advisory Warrants is hereby incorporated
by reference into this Item 3.02.
Neither this Current Report on Form 8-K nor any
exhibit attached hereto is an offer to sell or the solicitation of an offer to buy shares of Common Stock or other securities of the Company.
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 28, 2025,
Judith Murrah informed the Company of her intention to step down from her positions as the Company’s Chief Executive Officer and
President effective September 29, 2025. As described below, Ms. Murrah’s title is Strategic Transition Advisor and she will remain
as Chairperson of the Company’s Board of Directors (the “Board”) until a new Chairperson is duly confirmed by the Nominating
Committee of the Board and thereafter as a member of the Board. Ms. Murrah’s resignation is not the result of any dispute or disagreement
with the Company or the Board on any matter relating to the Company’s operations, policies or practices.
On September 28, 2025,
Sanford R. Simon informed the Company of his intention to step down from his position as a member of the Company’s Board effective
September 29, 2025. Mr. Simon’s resignation is not the result of any dispute or disagreement with the Company or the Board on any
matter relating to the Company’s operations, policies or practices
In connection with Ms.
Murrah’s resignation, Ms. Murrah and the Company entered into a separation agreement dated September 29, 2025 (the “Separation
Agreement”), pursuant to which during a transition period commencing on the date of the Separation Agreement and ending twenty (20)
business days thereafter (the “Separation Date”), Ms. Murrah’s title is Strategic Transition Advisor and she will remain
as Chairperson of the Board until a new Chairperson is duly confirmed by the Nominating Committee of the Board and thereafter as a member
of the Board. The Company shall pay to Ms. Murrah, contingent upon her compliance with the terms of the Separation Agreement, a rate of
$340,000 per annum commencing on the effective date of her separation and ending on the Separation Date. The Separation Agreement also
provides that the Company shall pay to Ms. Murrah, contingent upon her compliance with the terms of the Separation Agreement, a total
gross amount of $400,000 to be paid in a lump sum on or before November 17, 2025. The Separation Agreement also provides for a customary
general release of claims in favor of the Company and customary post-employment covenants, including with respect to confidentiality and
non-disparagement.
The foregoing summary
of the Separation Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to the full
text of the Separation Agreement, which the Company intends to file promptly as an exhibit to a subsequent Current Report on Form 8-K.
On September 28, 2025,
the Board approved the appointment of Clay D. Shorrock, current Chief Legal Officer of the Company and President of LineaRx, Inc., the
Company’s biotherapeutics subsidiary, as Chief Executive Officer of the Company, effective September 29, 2025. Mr. Shorrock assumed
the role of Chief Executive Officer from Judith Murrah.
On September 28, 2025,
the Board approved new Employment Agreements (together, the “Employment Agreements”) with Mr. Shorrock and Beth Jantzen, Chief
Financial Officer of the Company. The Employment Agreements provide that Mr. Shorrock will be appointed as Chief Executive Officer and
Ms. Jantzen will continue to serve in her role as Chief Financial Officer of the Company. The terms of the Employment Agreements began
on September 29, 2025 and Mr. Shorrock and Ms. Jantzen will each hold office until the election and qualification of a successor or until
either individual’s earlier death, resignation or removal.
Pursuant to the Employment
Agreements, Mr. Shorrock’s and Ms. Jantzen’s annual base salary will each be $400,000. Mr. Shorrock will be paid a one-time
cash bonus of $175,000 and Ms. Jantzen will be paid a one-time cash bonus of $150,000. Mr. Shorrock and Ms. Jantzen will both receive
stock options of Common Stock with a grant-date fair value of $200,000 within seven (7) days of the effective dates of the Employment
Agreements which will vest quarterly over one (1) year. Mr. Shorrock and Ms. Jantzen will each be eligible for a performance bonus in
the event the Company enters into a strategic transaction (such as, but not limited to a merger, sale or licensing of all or substantially
all of the Company assets that existed prior to September 17, 2025), or a restructuring, equal to five percent (5.0%) of the net proceeds
of the strategic transaction or net absolute cash retained at the time of the restructuring. The Board, acting in its discretion, may
grant cash or equity/options/restricted stock units to Mr. Shorrock and Ms. Jantzen for achieving or progressing stated company goals.
The Employment Agreements
also provide that upon termination without Cause (as defined in the Employment Agreements) or resignation for Good Reason (as defined
in the Employment Agreements) of each of Mr. Shorrock and Ms. Jantzen’s employment then Mr. Shorrock and Ms. Jantzen will each be
entitled to $400,000 or their then current annual base salary, together with all Accrued Benefits (as defined in the Employment Agreements).
Upon a Change in Control (as defined in the Employment Agreements) or termination due to death or disability, Mr. Shorrock and Ms. Jantzen
will each generally be entitled to receive the same payments and benefits they each would have received if their employment had been terminated
by the Company without Cause (as described in the preceding paragraph), other than salary continuation payments.
Mr. Shorrock, age 42,
has served as the Company’s Chief Legal Officer and Executive Director of Business Development since April 2021, and as the President
of LineaRx since December 2024. Mr. Shorrock leads the Company’s legal, regulatory, risk mitigation, intellectual property and business
development functions and has been instrumental in the development of the Company’s LineaDNA and LineaIVT platforms. Mr. Shorrock
previously served as general and intellectual property counsel to the Company from November 2016 through April 2019. Prior to rejoining
the Company in April 2021, Mr. Shorrock was a member of the intellectual property groups of Florida-based Lowndes, Drosdick, Doster, Kantor
& Reed, P.A. from February 2020 until April 2021 and Allen, Dyer, Doppelt & Gilchrist, P.A. from May 2019 until January 2020.
Earlier in his career Mr. Shorrock was an associate at several New Jersey-based law firms where he focused on intellectual property and
complex commercial transactions. Mr. Shorrock holds a B.A. in Biology from Franklin and Marshall College and a J.D. with a concentration
in intellectual property from Seton Hall University Law School.
There are no arrangements
or understandings between Mr. Shorrock or Ms. Jantzen and any other persons pursuant to which either individual was selected as an officer.
Neither Mr. Shorrock nor Ms. Jantzen has any family relationships with any of the Company’s directors or executive officers. There
are no transactions involving the Company and either Mr. Shorrock or Ms. Jantzen that the Company would be required to report pursuant
to Item 404(a) of Regulation S-K.
The foregoing summary of the Employment Agreements do not purport to
be complete and are subject to, and qualified in their entirety by reference to the full text of the Employment Agreements, which the
Company intends to file promptly as exhibits to a subsequent Current Report on Form 8-K.
Item 8.01 Other Events.
Placement Agent
Warrants
In connection with the Offering, on August 10,
2025, the Company entered into an engagement agreement with the Placement Agent (the “Placement Agent Agreement”), pursuant
to which the Placement Agent agreed to act as Placement Agent for the Offering. The term of the Placement Agent Agreement is ninety (90)
days from September 9, 2025. If the Company closes the Offering, the term of the Placement Agent Agreement shall be extended until the
earlier of (i) the closing date of an at-the-market offering of the Company’s Common Stock (the “ATM Offering”), or
(ii) ninety (90) days from the closing of the Offering. Pursuant to the Placement Agent Agreement, the Company agreed to pay the Placement
Agent fees and warrants as follows: (i) if the Company completes the Offering, a fee equal to 7.0% of gross proceeds raised in the Offering;
(ii) at the closing of the Offering, the Company will sell to the Placement Agent warrants (the “Placement Agent Warrants”)
to purchase Common Stock equal to 5.0% of Common Stock sold in such offering at a price of $50; (iii) if the Company completes an ATM
Offering, a sales commission of 3.0% of gross proceeds from the securities sold in the Offering; and (iv) if the Company consummates a
business combination for the purpose of potentially effectuating a digital asset treasury company strategy, a fee equal to 3.5% of the
consideration paid or received by the Company in such transaction. The exercise price per share of the Placement Agent Warrants is equal
to 115% of the price of the Common Stock issued in Offering. The Placement Agent Warrants are exercisable for cash, in whole or in part,
at any time and from time to time, for a period of five (5) years from the date of issuance and may also be exercised on a cashless basis
at any time beginning six (6) months after their initial issuance if, at the time of exercise, there is no effective registration statement
registering, or the prospectus contained therein is not available for, the resale of the underlying shares of Common Stock by the holder
thereof.
If the Offering closes, the Placement Agent Warrants
and the shares of Common Stock underlying the Placement Agent Warrants will be offered in reliance upon the exemption from the registration
requirements of the Securities Act, pursuant to Section 4(a)(2) thereof and/or Rule 506(b) of Regulation D promulgated thereunder, and
applicable state securities laws. The issuance of the Placement Agent Warrants will not have been registered under the Securities Act
and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities
Act and any applicable state securities laws.
The foregoing descriptions of the Placement Agent
Agreement and the Placement Agent Warrants do not purport to be complete and are subject to, and qualified in their entirety by reference
to the full texts of the Placement Agent Agreement and the Form of Placement Agent Warrant, which the Company intends to file promptly
as exhibits to a subsequent Current Report on Form 8-K..
Consulting Warrants
In order to support the
implementation of its BNB-focused treasury strategy, on September 23, 2025, the Company entered into consulting arrangements with Ground
Tunnel Capital LLC (the “Consultant”) pursuant to which the Company (i) will engage the Consultant to provide certain
advisory and marketing services and (ii) will receive premium sponsorship benefits at all SALT conferences globally for a period of thirty-six
(36) months. The consultant agreements have a term of three (3) years and shall terminate on September 23, 2028. Pursuant to the consulting
arrangements, the Consultant shall be paid a fee of (a) $1,000,000 and (b) $250,000 paid quarterly from December 2025 until September
2027. In addition, immediately following the closing of the Offering, the Consultant will receive Consultant warrants (the “Consultant
Warrants”) exercisable for a number of common shares of the Company equal to 1% of the fully diluted outstanding equity of the Company
as of immediately following the closing of the Offering. The exercise price per share of the Consultant Warrants is equal to 115% of the
per-share purchase price under the Securities Purchase Agreement. The Consultant Warrants are exercisable for cash, in whole or in part,
at any time and from time to time, for a period of five (5) years from the date of issuance and may also be exercised on a cashless basis
at any time beginning six (6) months after their initial issuance if, at the time of exercise, there is no effective registration statement
registering, or the prospectus contained therein is not available for, the resale of the underlying shares of Common Stock by the holder
thereof.
If the Offering closes, the Consultant Warrants
and the shares of Common Stock underlying the Consultant Warrants will be offered in reliance upon the exemption from the registration
requirements of the Securities Act, pursuant to Section 4(a)(2) thereof and/or Rule 506(b) of Regulation D promulgated thereunder, and
applicable state securities laws. The issuance of the Consultant Warrants will not have been registered under the Securities Act and such
securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities
Act and any applicable state securities laws.
Portions of this Current Report may constitute
“forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 that are subject to
risks and uncertainties. Although the Company believes any such statements are based on reasonable assumptions, there is no assurance
that the actual outcomes will not be materially different due to a number of factors. Any such statements are made in reliance on the
“safe harbor” protections provided under the Private Securities Litigation Reform Act of 1995. Additional information about
significant risks that may impact the Company is contained in the Company’s filings with the Securities and Exchange Commission
and may be accessed at www.sec.gov. The Company is under no obligation, and expressly disclaims any obligation, to update or alter its
forward-looking statements, whether as a result of new information, future events or otherwise.
SIGNATURES
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 thereunto
duly authorized.
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APPLIED DNA SCIENCES, INC. |
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|
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| Dated: September 29, 2025 |
By: |
/s/ Clay Shorrock |
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Name: |
Clay Shorrock |
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Title: |
Chief Executive Officer |
