Applied DNA Sciences, Inc. (NASDAQ:APDN) today announced that it has entered into securities purchase agreements (SPAs) with certain existing institutional investors (collectively the "Holders") for the issuance and sale of an aggregate of 5,644,061 of its shares of common stock (or prefunded warrants in lieu thereof) at a purchase price of $0.609 per share in a registered direct offering priced at-the-market under Nasdaq rules.
In a concurrent private placement, the Company has also agreed to issue and sell unregistered warrants to purchase up to an aggregate of 11,288,122 shares of its common stock. The warrants have an exercise price of $0.609 per share, will become exercisable on the first trading day after receipt of shareholder approval, and will expire on the five-year anniversary of the date of stockholder approval. The warrants cannot be exercised until their terms have been approved by the Company's stockholders at a stockholders meeting. Under the terms of the SPAs, the Company will also reduce the exercise price of 3,055,139 common stock warrants previously issued to and currently held by the Holders to $0.609 per warrant share and will extend warrant expiration dates into 2028. The reduction of the exercise price and extension of expiration of such outstanding common stock warrants is subject to approval by the Company's stockholders at a stockholder meeting.
The closing of the offering is expected to occur on or about February 2, 2024, subject to the satisfaction of customary closing conditions. Applied DNA intends to use the net proceeds from the offering for the further development of its therapeutic DNA production services, including the establishment of a fit-for-purpose manufacturing capacity for DNA critical starting materials for the manufacture of mRNA therapies, as well as general corporate purposes.
Maxim Group LLC is acting as the exclusive placement agent for the offering.
This press release does not constitute an offer to sell or the solicitation of an offer to buy, nor will there be any sales of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. This offering is being made pursuant to an effective shelf registration statement on Form S-3 (File No. 333-272267) previously filed with the U.S. Securities and Exchange Commission (the "SEC") and deemed effective on June 6, 2023. The offering is made only by means of a prospectus supplement and accompanying prospectus, which will be filed with the SEC and will be available on the SEC's website located at https://www.sec.gov. Electronic copies of the prospectus supplement may be obtained, when available, from Maxim Group LLC, 300 Park Avenue, 16th Floor, New York, NY 10022.