Applied DNA Sciences, Inc. (NASDAQ:APDN) Files An 8-K Regulation FD Disclosure
Item 7.01. Regulation FD Disclosure.
On November 15, 2019, Applied DNA Sciences, Inc. (the “Company”) closed its previously announced underwritten public offering (the “Offering”) in which, to the Underwriting Agreement dated November 13, 2019 by and between the Company and Maxim Group LLC (“Maxim”), as representative of the underwriters listed in Schedule I thereto (the “Underwriters”), the Company issued and sold 2,285,000 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) and 2,285,000 accompanying warrants each with the right to purchase one share of Common Stock at an exercise price of $5.25 per share (the “Common Warrants”). The shares of Common Stock and accompanying Common Warrants were sold at a combined offering price of $5.25 before underwriting discounts. The Common Stock and the Common Warrants are collectively referred to herein as the “Securities.”
The Securities were offered and sold to the public to the Company’s Registration Statement on Form S-1 (File No. 333-233830), as amended, which was declared effective by the U.S. Securities and Exchange Commission on November 13, 2019, as well as the Company’s subsequent Registration Statement on Form S-1 (File No. 333-234664) to Rule 462(b) of the Securities Act, which became effective on November 13, 2019. As a result of this Offering, as of November 15, 2019 the Company’s stockholders’ equity exceeds $2.5 million.
As previously announced, the Company granted Maxim an option to purchase an additional 342,750 shares of Common Stock and/or additional Common Warrants to purchase 342,750 shares of Common Stock (the “Option Warrants”) at the public offering price, less discounts and commissions, to cover any over-allotments made by the Underwriters in the sale and distribution of the Securities. The option to purchase additional shares of Common Stock and/or Option Warrants has not yet been exercised and may be exercised from time to time within 45 days after November 13, 2019.
On November 15, 2019, the Company issued a press release announcing the closing of the Offering. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.
The information furnished to this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 8.01. Other Events.
The Common Warrants were issued to a warrant agreement dated November 15, 2019 (the “Warrant Agreement”) between Applied DNA Sciences, Inc. and American Stock Transfer & Trust Company, LLC (“AST”), to which AST serves as the Company’s warrant agent for the Offering. The Warrant Agreement and the form of common warrant certificate are attached herewith as Exhibits 4.1 and 4.2, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| 4.1 | Warrant Agreement, dated November 15, 2019, between Applied DNA Sciences, Inc. and American Stock Transfer & Trust Company, LLC. |
| 4.2 | Form of common warrant certificate (included in the form of warrant agreement filed as Exhibit 4.1 of this Current Report on Form 8-K). |
| 99.1 | Press Release of Applied DNA Sciences, Inc. dated November 15, 2019. |
APPLIED DNA SCIENCES INC Exhibit
EX-4.1 2 tm1921482d4_ex4-1.htm EXHIBIT 4.1 Exhibit 4.1 Applied DNA Sciences,…
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About Applied DNA Sciences, Inc. (NASDAQ:APDN)
Applied DNA Sciences, Inc. is engaged in creating security solutions addressing the challenges of modern commerce. The Company is also engaged in the large-scale production of specific deoxyribonucleic acid (DNA) sequences using the polymerase chain reaction (PCR). Its principal technology platform includes SigNature DNA, SigNature T DNA, fiberTyping, DNAnet, digitalDNA, SigNify and Beacon. Its SigNify IF portable DNA reader provides definitive real-time authentication of SigNature DNA in the field-DNA becomes a solution for supply chain integrity. SigNature DNA is the Company’s platform ingredient, at the core of all its security solutions. It provides forensic power and protection for a range of applications. SigNature T DNA is a tagging and authentication system specifically designed for textiles and apparel. DNAnet is a DNA marker that can be used to definitively link evidence and offenders to specific crime scenes and help return stolen or lost property to its rightful owner.