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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event
reported): January 13, 2021
Applied DNA Sciences, Inc.
(Exact name of registrant as specified in
(State or other jurisdiction
(Commission File Number)
50 Health Sciences Drive
Stony Brook, New York 11790
(Address of principal executive offices;
Registrant’s telephone number, including
(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))|
Securities registered pursuant
to Section 12(b) of the Act:
|Title of each class||Trading
|Name of each exchange on which registered|
|Common Stock, $0.001 par value||APDN||The Nasdaq Capital 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 7.01. Regulation FD Disclosure.
On January 13, 2021,
Applied DNA Sciences, Inc. (the “Company”) closed its previously announced registered direct public offering
(the “Registered Direct Offering”) of 1,810,000 shares (the “Shares”) of the
Company’s common stock, par value $0.001 (the “Common Stock”), pursuant to (i) the securities purchase
agreement, dated January 10, 2021, by and between the Company and certain institutional investors named in the signature pages
thereto (the “Purchasers”) whereby the Company agreed to issue and sell the Shares directly to the Purchasers
at the Public Offering Price (as defined below), and (ii) the placement agency agreement, dated January 10, 2021, by and between
the Company and Roth Capital Partners, LLC (the “Placement Agent”). Each Share was sold at a purchase
price of $8.30 per share of Common Stock (the “Public Offering Price”) through the Placement Agent.
The Shares were offered
and sold to the public pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-238557) filed with the
Securities and Exchange Commission (the “Commission”) on May 21, 2020 and declared effective on June
1, 2020, and the prospectus supplement relating to the Registered Direct Offering dated January 10, 2021.
On January 13, 2021,
the Company issued a press release announcing the closing of the Registered Direct Offering. A copy of the press release is furnished
as Exhibit 99.1 hereto and is incorporated herein by reference.
The information furnished
pursuant 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
A copy of the legal
opinion of Troutman Pepper Hamilton Sanders LLP relating to the legality of the issuance and sale of the Shares of Common Stock
in the Registered Direct Offering is filed herewith as Exhibit 5.1.
Item 9.01. Financial Statements and Exhibits
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.
|APPLIED DNA SCIENCES, INC.|
|Date: January 13, 2021||By:||/s/ James A. Hayward|
|Name:||James A. Hayward|
|Title:||Chief Executive Officer|
January 13, 2021
Applied DNA Sciences, Inc.
50 Health Sciences Drive
Stony Brook, NY 11790
|Re:||Registered Direct Public Offering|
Ladies and Gentlemen:
Reference is made to the filing by Applied
DNA Sciences, Inc., a Delaware corporation (the “Company”), with the United States Securities and Exchange
Commission (the “SEC”) pursuant to the Securities Act of 1933, as amended (the “Securities
Act”), of the Company’s registration statement on Form S-3 (Registration No. 333-238557) (the “Registration
Statement”), filed on May 21, 2020 and declared effective on June 1, 2020, which includes a base prospectus (the
We are rendering this opinion in connection
with the filing by the Company with the SEC of the Registration Statement and the prospectus supplement dated January 10, 2021,
pursuant to Rule 424 under the Securities Act (the “Prospectus Supplement,” and together with
the Base Prospectus, the “Prospectus”), relating to the offering by the Company of 1,810,000 shares of
the Company’s common stock, par value $0.001 per share (the “Common Stock” and such shares of Common
Stock, the “Shares”), which Shares are covered by the Registration Statement.
We understand that the Shares are to be
offered and sold in the manner set forth in the Prospectus Supplement pursuant to a Securities Purchase Agreement, dated January
10, 2021 (the “Securities Purchase Agreement”), by and between the Company and each of the purchasers
identified therein. This opinion letter is furnished to you at your request to enable you to fulfill the requirements of Item 601(b)(5)
of Regulation S-K in connection with the Registration Statement. Capitalized terms used but not defined herein shall have the meanings
given to them in the Securities Purchase Agreement.
We have acted as your counsel in connection
with the preparation of the Prospectus Supplement. We are familiar with the proceedings taken by the board of directors of the
Company (the “Board”) and pricing committee (the “Pricing Committee”) thereof
of the Company in connection with the authorization, issuance and sale of the Shares. We have examined all such documents as we
considered necessary to enable us to render this opinion, including, but not limited to: (i) the Registration Statement, (ii) the
Prospectus, (iii) the Securities Purchase Agreement, (iv) the Company’s certificate of incorporation, as amended to date,
(v) the Company’s amended and restated bylaws, as amended to date, (vi) certain resolutions of the Board and the Pricing
Committee thereof, and (vii) such other corporate records and instruments, and such laws and regulations as we have deemed necessary
for purposes of rendering the opinions set forth herein.
In our examination, we have assumed the
legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as
originals, the conformity to original documents of all documents submitted to us as certified, conformed, photostatic or facsimile
copies, the authenticity of all documents submitted to us as certified, conformed, photostatic or facsimile copies, the authenticity
of the originals of such certified, conformed, photostatic or facsimile copies and that the Shares will be issued against payment
of valid consideration under applicable law. In addition, we have assumed that the Shares will be offered in the manner and on
the terms identified or referred to in the Prospectus Supplement. As to any facts material to the opinions expressed herein, which
were not independently established or verified, we have relied upon statements and representations of officers and other representatives
of the Company and others.
We express no opinion herein as to the
law of any state or jurisdiction other than the laws of the State of New York and the General Corporation Law of the State of Delaware.
Based upon the foregoing, and subject to
the assumptions, limitations and qualifications stated herein, we are of the opinion that the Shares have been duly authorized
and, when issued and delivered by the Company in accordance with the terms of the Securities Purchase Agreement and upon receipt
by the Company of the consideration therefor provided therein, will be validly issued, fully paid and non-assessable.
We assume no obligation to supplement this
opinion if any applicable law changes after the date hereof or if we become aware of any fact that might change the opinion expressed
herein after the date hereof. We hereby consent to the filing of this opinion as a part of the Registration Statement and to the
reference of our firm under the caption “Legal Matters” in the Prospectus Supplement. In giving such consent, we do
not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the
rules and regulations of the SEC.
|Very truly yours,|
|/s/ Troutman Pepper Hamilton Sanders LLP|
|Troutman Pepper Hamilton Sanders LLP|
Announces Closing of $15 Million Registered Direct
Offering Priced At-the-Market Under Nasdaq Rules
N.Y. – January 13, 2021 – Applied DNA Sciences, Inc. (NASDAQ: APDN) (the “Company”), a leader in
Polymerase Chain Reaction (PCR)-based DNA manufacturing, announced today the closing of its previously announced registered
direct offering with a group of institutional investors of 1,810,000 shares of common stock at a price of $8.30 per share,
priced at-the-market under Nasdaq rules, resulting in total gross proceeds of approximately $15 million, before deducting the
placement agent’s fees and other estimated offering expenses.
The Company currently intends to use the
net proceeds from the offering for general corporate purposes, including working capital, for research and development, and to
advance the adoption of its LinearDNA™ manufacturing platform.
Roth Capital Partners served as sole placement
agent for the transaction.
The offering was made pursuant to a shelf
registration statement on Form S-3 (File No. 333-238557) (including a prospectus) previously filed with the Securities and Exchange
Commission (the “SEC”) on May 21, 2020, and declared effective by the SEC on June 1, 2020. A prospectus supplement and
the accompanying prospectus relating to and describing the terms of the offering was filed with the SEC and is available on the
SEC’s website at www.sec.gov. Copies of the prospectus supplement and the accompanying prospectus relating to the offering may
also be obtained by contacting Roth Capital Partners, LLC, 888 San Clemente Drive, Newport Beach, California 92660, by calling
(800) 678-9147 or by e-mail at email@example.com.
This press release does not constitute
an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction
in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws
of any such state or jurisdiction.
About Applied DNA Sciences
Applied DNA is a provider of molecular technologies that enable
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The Company’s common stock is listed on NASDAQ under ticker
Applied DNA is a member of the Russell Microcap® Index.
The statements made by Applied DNA in this
press release may be “forward-looking” in nature within the meaning of Section 27A of the Securities Act of 1933,
Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995. Forward-looking statements
in this press release are subject to a number of risks and uncertainties, including, but not limited to market and other conditions
and the intended use of net proceeds from the offering. Forward-looking statements describe Applied DNA’s future plans,
projections, strategies, and expectations, and are based on assumptions and involve a number of risks and uncertainties, many
of which are beyond the control of Applied DNA. Actual results could differ materially from those projected due to its history
of net losses, limited financial resources, limited market acceptance, the possibility that its assay kit could become obsolete
or have its utility diminished, the uncertainties inherent in research and development, future clinical data and analysis, including
whether any of Applied DNA’s or its partner’s diagnostic or therapeutic candidates will advance further in the preclinical
research or clinical trial process, including receiving clearance from the U.S. Food and Drug Administration (U.S. FDA) or equivalent
foreign regulatory agencies to conduct clinical trials and whether and when, if at all, they will receive final approval from
the U.S. FDA or equivalent foreign regulatory agencies, the unknown outcome of any applications or requests to U.S. FDA, equivalent
foreign regulatory agencies and/or the New York State Department of Health, the unknown limited duration of any Emergency Use
Authorization (EUA) approval from U.S. FDA, changes in guidances promulgated by the CDC, U.S. FDA and/or CMS relating to COVID-19
surveillance and diagnostic testing, disruptions in the supply of raw materials and supplies, and various other factors detailed
from time to time in Applied DNA’s SEC reports and filings, including our Annual Report on Form 10-K filed on December 17,
2020, and other reports we file with the SEC, which are available at www.sec.gov. Applied DNA undertakes no obligation to
update publicly any forward-looking statements to reflect new information, events, or circumstances after the date hereof or to
reflect the occurrence of unanticipated events, unless otherwise required by law.
Investor contact: Sanjay
M. Hurry, Applied DNA Sciences, 917-733-5573, firstname.lastname@example.org