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
(d) Exhibits
Exhibit No. Description
5.1 Opinion of Troutman Pepper Hamilton Sanders LLP.
23.1 Consent of Troutman Pepper Hamilton Sanders LLP (included in
Exhibit 5.1).
99.1 Press Release dated January 13, 2021.
signatureS
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
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