Applied DNA Sciences prices 20.3M shares at 32c in registered direct offering

Applied DNA Sciences (APDN) announced the pricing of a registered direct offering and concurrent private placement with gross proceeds to the Company expected to be approximately $6.5 million before deducting placement agent fees and other estimated expenses payable by the Company. The offering is comprised of 20,312,500 shares of the Company’s common stock at a purchase price of $0.32 per share of common stock in a registered direct offering priced at-the-market under Nasdaq rules. In a concurrent private placement, the Company will also issue to the investors in the registered direct offering Series C Warrants to purchase, in the aggregate, 20,312,500 shares of common stock of the Company at an exercise price of $0.32 per share, which warrants will expire on the fifth anniversary of stockholder approval of the warrants, and Series D Warrants to purchase, in the aggregate, 20,312,500 shares of Common Stock of the Company at an exercise price of $0.32 per share that will expire 18 months after stockholder approval of the warrants. The Series D Warrants also have an alternative cashless exercise option, which allows the holders to receive an aggregate number of shares equal to the aggregate number of shares of Common Stock that would be issuable upon a cash exercise of the Series D Warrant. In addition, the Series D Warrants include a provision that resets its exercise price in the event of a reverse split of the Company’s Common Stock, to a price equal to the lesser of the then exercise price and the lowest volume weighted average price during the period commencing five trading days immediately preceding and the five trading days commencing on the date the Company effects a reverse stock split in the future with a proportionate adjustment to the number of shares underlying the Series D Warrants. The Warrants cannot be exercised until their terms have been approved by the Company’s stockholders at a stockholders’ meeting. In addition, and effective upon closing of the offering, the Company has agreed to amend certain existing Series A warrants issued in connection with its May 2024 offering to include a floor price applicable to certain price protection provisions and a revised definition of a “Material Subsidiary.” All other terms of the Series A Warrants remain unchanged and effective. The offering is expected to close on or about October 31, 2024, subject to the satisfaction of customary closing conditions. Craig-Hallum is acting as the exclusive placement agent for the offering