[8-K] APPLIED DNA SCIENCES INC Reports Material Event

Rhea-AI Filing Summary

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.

Insights

Capital markets analyst

APDN set up an ATM for up to $8.16M; terms are standard.

The company established an at-the-market facility permitting sales of common stock up to an aggregate $8,157,932 via Lucid Capital Markets. ATMs provide incremental equity access at prevailing prices and do not require the company to sell any specific amount.

Compensation terms list a 3.0% sales commission and estimated commencement expenses of $175,000, with capped reimbursements of $50,000 at launch, up to $5,000 for certain filings or amendments, and $2,500 per Form 10-Q. Actual proceeds depend on future sales decisions and market prices.

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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): November 4, 2025

Applied DNA Sciences, Inc.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation ) 001-36745 (Commission File Number) 59-2262718 (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).

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		BNBX		The Nasdaq Stock Market

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

On November 4, 2025, Applied DNA Sciences, Inc. (the “Company”) entered into an At The Market Offering Agreement (the “Agreement”) with Lucid Capital Markets, LLC, as sales agent (the “Agent”), pursuant to which the Company may, from time to time, offer and sell shares of its common stock, par value $0.001 per share, with an aggregate offering price of up to $8,157,932 (the “Shares”) through the Agent.

The offer and sale of the Shares made pursuant to the Agreement, if any, will be made under the Company’s effective “shelf” registration statement on Form S-3 (File No. 333-272267) filed May 30, 2023, the base prospectus contained therein, and a prospectus supplement related to the offering of the Shares dated November 4, 2025.

Under the terms of the Agreement, the Agent may sell the Shares at market prices by any method that is deemed to be an “at the market offering” as defined in Rule 415 under the Securities Act of 1933, as amended.

Subject to the terms and conditions of the Agreement, the Agent will use its commercially reasonable efforts to sell the Shares from time to time, based upon the Company’s instructions. The Company has no obligation to sell any of the Shares, and may at any time suspend sales under the Agreement or terminate the Agreement in accordance with its terms. The Company has provided the Agent with customary indemnification rights. The Agreement contains customary representations and warranties, and the Company is required to deliver customary closing documents and certificates in connection with sales of the Shares.

The Company will pay the Agent in cash, upon each sale of Shares sold pursuant to the Agreement, a fixed commission rate equal to 3.0% of the gross sales price of the common stock issued and sold by the Company through the Agent. If the Company sells Shares to the Agent as principal, the Company will enter into a separate terms agreement with the Agent setting forth the terms of such transaction, and the Company will describe this agreement in a separate prospectus supplement or pricing supplement. Because there is no minimum offering amount required as a condition to this offering, the actual total public offering amount, commissions and proceeds to the Company, if any, are not determinable at this time. In addition, the Company agreed to reimburse the Agent upon request for its costs and out-of-pocket expenses incurred in connection with its services under this offering, including the fees and out-of-pocket expenses of its legal counsel up to an aggregate of $50,000 for the commencement of this offering plus an additional amount for its counsel’s fees up to $5,000 in connection with the filing of a Form 10-K or new registration statement, prospectus or prospectus supplement or an amendment to the Agreement, and $2,500 in connection with the filing of a Form 10-Q. The Company estimates that the total expenses for the commencement of the offering, excluding compensation and reimbursements payable to the Agent under the terms of the Agreement, will be approximately $175,000. After commencement of the offering, from time to time, the Company will incur additional expenses, including its own legal and audit expenses.

The legal opinion of McDermott Will & Schulte LLP, counsel to the Company, relating to the legality of the issuance and sale of Shares is filed as Exhibit 5.1 hereto.

The foregoing description of the Agreement is not complete and is qualified in its entirety by reference to the full text of such agreement, a copy of which was filed as Exhibit 1.1 hereto and incorporated herein by reference.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of any offer to buy the Shares, nor shall there be an offer, solicitation or sale of the Shares in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state.

Item 9.01 Financial Statements and Exhibits

The following exhibits are being filed herewith:

(d) Exhibits

Exhibit No.		Document
1.1		At The Market Offering Agreement, dated November 4, 2025, by and between Applied DNA Sciences, Inc. and Lucid Capital Markets, LLC
5.1		Opinion of McDermott Will & Schulte LLP
23.1		Consent of McDermott Will & Schulte LLP (included in Exhibit 5.1)
99.1		Form of Consulting Agreement, dated October 1, 2025, by and between Applied DNA Sciences, Inc. and Patrick Horsman
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: November 4, 2025	APPLIED DNA SCIENCES, INC.
	By:	/s/ Beth Jantzen
	Name:	Beth Jantzen
	Title:	Chief Financial Officer

FAQ

What did Applied DNA Sciences (APDN) announce?

The company entered an at-the-market offering agreement to sell common stock from time to time for up to $8,157,932 under its shelf registration.

Who is the sales agent for APDN’s ATM and how are shares sold?

Lucid Capital Markets, LLC is the agent. Shares may be sold at market prices in transactions qualifying as an at-the-market offering under Rule 415.

What are the fees under APDN’s ATM?

The agent earns a 3.0% commission on gross sales. APDN estimates $175,000 in commencement expenses, excluding agent compensation and reimbursements.

What reimbursements did APDN agree to provide the agent?

Up to $50,000 at launch for counsel, up to $5,000 for certain subsequent filings or amendments, and $2,500 for each Form 10-Q filing.

Is APDN required to sell shares under the ATM?

No. The agreement imposes no minimum; the company can suspend sales or terminate the program in accordance with its terms.

Which registration documents cover this ATM?

Sales are made under the effective Form S-3 (File No. 333-272267) and a prospectus supplement dated November 4, 2025.