APPLIED DNA SCIENCES INC

As filed with the Securities and Exchange Commission on October 29, 2025.

Registration Statement No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM****S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

(Exact name of registrant as specified in its charter)

50 Health Sciences Drive

Stony Brook, New York 11790

631-240-8800

(Address, including zip code, and telephone number,

including area code, of registrant’s principal executive offices)

Clay Shorrock

Chief Executive Officer

50 Health Sciences Drive

Stony Brook, New York 11790

(631) 240-8801

(Name, address, including zip code, and telephone number,

including area code, of agent for service)

Copies to:

Merrill M. Kraines

Todd Kornfeld

McDermott Will & Schulte LLP

One Vanderbilt Avenue

New York, NY 10017-3852

(212) 547-5616

Approximate date of commencement of proposed sale to the public: From time to time after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

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 7(a)(2)(B) of the Securities Act.☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. The selling stockholders named in this prospectus may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS, SUBJECT TO COMPLETION, DATED OCTOBER 29, 2025

Up to 18,728,341 Shares of Common Stock

This prospectus relates to the resale from time to time by the selling stockholders (the “Selling Stockholders”) identified in this prospectus under the caption “Selling Stockholders” of up to an aggregate of 18,728,341 shares (the “Shares”) of common stock, par value $0.001 per share (the “Common Stock”), of Applied DNA Sciences, Inc. (“we,” “us,” “our,” the “Company” or “APDN”), consisting of (i) 2,549,573 Shares (the “Common Shares”) issued in the Cash Private Placement described below, (ii) 2,070,912 Shares (the “Cash Pre-Funded Warrant Shares”) issuable upon the exercise of pre-funded warrants issued in the Cash Private Placement (the “Cash Pre-Funded Warrants”) at an exercise price of $0.0001 per Cash Pre-Funded Warrant Share, (iii) 3,444,191 Shares (the “Crypto Pre-Funded Warrant Shares” and, together with the Cash Pre-Funded Warrant Shares, the “Pre-Funded Warrant Shares”) issuable upon the exercise of pre-funded warrants issued in the Crypto Private Placement described below (the “Crypto Pre-Funded Warrants” and, together with the Cash Pre-Funded Warrants, the “Pre-Funded Warrants”) at an exercise price of $0.0001 per Crypto Pre-Funded Warrant Share, (iv) 4,620,485 Shares (the “Series E-1 Warrant Shares”) issuable upon the exercise of Series E-1 Warrants issued in the Cash Private Placement (the “Series E-1 Warrants”) at an exercise price of $3.82 per Series E-1 Warrant Share, (v) 3,444,191 Shares (the “Series E-2 Warrant Shares” and, together with the Series E-1 Warrant Shares, the “Series E Warrant Shares”) issuable upon the exercise of Series E-2 Warrants issued in the Crypto Private Placement (the “Series E-2 Warrants” and, together with the Series E-1 Warrants, the “Series E Warrants”) at an exercise price of $3.82 per Series E-2 Warrant Share, (vi) 403,236 Shares (the “Placement Agent Warrant Shares”) issuable upon the exercise of warrants (the “Placement Agent Warrants”) issued to Lucid Capital Markets, LLC, the placement agent for the Cash Private Placement and the Crypto Private Placement (the “Placement Agent”), at an exercise price of $3.82 per Placement Agent Warrant Share, (vii) 1,986,634 Shares (the “Advisory Warrant Shares”) issuable upon the exercise of warrants (the “Advisory Warrants”) issued to Cypress Management LLC (the “Strategic Advisor”) at an exercise price of $3.82 per Advisory Warrant Share, and (viii) 209,119 Shares (the “Consultant Warrant Shares”) issuable upon the exercise of warrants (the “Consultant Warrants”) issued to Ground Tunnel Capital LLC (the “Consultant”) at an exercise price of $3.82 per Consultant Warrant Share.

We issued the Common Shares, Cash Pre-Funded Warrants and Series E-1 Warrants to certain of the Selling Stockholders in a private placement (the “Cash Private Placement”) pursuant to that certain Securities Purchase Agreement (the “Cash Securities Purchase Agreement”), dated as of September 29, 2025, by and among us and certain of the Selling Stockholders. We issued the Crypto Pre-Funded Warrants and Series E-2 Warrants to certain of the Selling Stockholders in a private placement (the “Crypto Private Placement” and, together with the Cash Private Placement, the “Private Placement”) pursuant to that certain Securities Purchase Agreement (the “Crypto Securities Purchase Agreement” and, together with the Cash Securities Purchase Agreement, the “Securities Purchase Agreements”), dated as of September 29, 2025, by and among us and certain of the Selling Stockholders. We issued the Placement Agent Warrants to the Placement Agent pursuant to that certain engagement letter, dated as of August 10, 2025 and as amended on September 9, 2025, by and between us and the Placement Agent. We issued the Advisory Warrants to the Strategic Advisor pursuant to that certain Strategic Advisor Agreement (the “Strategic Advisor Agreement”), dated as of September 29, 2025, by and between us and the Strategic Advisor. We issued the Consultant Warrants to the Consultant pursuant to that certain Consulting Agreement (the “Consulting Agreement”), dated as of September 23, 2025, by and between us and the Consultant.

The Cash Pre-Funded Warrants are immediately exercisable and may be exercised at any time until all of the Cash Pre-Funded Warrants issued in the Cash Private Placement are exercised in full. The Crypto Pre-Funded Warrants are exercisable on or after the later of (i) the date the Stockholder Approval (as defined below) is obtained and (ii) the date that the Subscription Amount (as defined below) is delivered in transferrable form reasonably acceptable to the Company with good and marketable title and is free and clear of any security interests, pledges, liens, restrictions, claims or encumbrances of any kind, and thereafter may be exercised at any time until all of the Crypto Pre-Funded Warrants issued in the Crypto Private Placement are exercised in full. The Series E-1 Warrants, Placement Agent Warrants, Advisory Warrants and Consultant Warrants are immediately exercisable for cash for a period of five years from the date of issuance and may also be exercised on a cashless basis at any time beginning six months after their initial issuance if, at the time of exercise, there is no effective registration statement registering, or the prospectus contained therein is not available for, the resale of the underlying shares of Common Stock by the holder thereof. The Series E-2 Warrants are exercisable for cash on or after the later of (i) the date the Stockholder Approval is obtained and (ii) the date that the Subscription Amount is delivered in transferrable form reasonably acceptable to the Company with good and marketable title and is free and clear of any security interests, pledges, liens, restrictions, claims or encumbrances of any kind, and on or prior to 5:00 p.m. (New York City time) on the five year anniversary of such date, and may also be exercised on a cashless basis at any time beginning six months after their initial issuance if, at the time of exercise, there is no effective registration statement registering, or the prospectus contained therein is not available for, the resale of the underlying shares of Common Stock by the holder thereof.

The closing of the Cash Private Placement and the issuance and sale of the Placement Agent Warrants, Advisory Warrants and Consultant Warrants was consummated on October 3, 2025. The closing of the Crypto Private Placement was consummated on October 21, 2025.

The Selling Stockholders and any of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their securities covered hereby on The Nasdaq Capital Market or any other stock exchange, market or trading facility on which the securities are traded or in private transactions. These sales may be at fixed or negotiated prices. We will not receive any proceeds from the resale or other disposition of such securities by the Selling Stockholders. However, we will receive the proceeds of any cash exercise of the Pre-Funded Warrants, Series E Warrants, Placement Agent Warrants, Advisory Warrants and Consultant Warrants. See “Use of Proceeds” beginning on page 46 and “Plan of Distribution” beginning on page 50 of this prospectus for more information.

Our Common Stock is listed on The Nasdaq Capital Market under the symbol “BNBX.” The closing price of the Common Stock on October 28, 2025, as reported by The Nasdaq Capital Market, was $3.80 per share.

We are a “smaller reporting company,” as defined under the federal securities laws and, as such, have elected to comply with certain reduced reporting requirements for this prospectus and may elect to do so in future filings. See the section titled “Implications of Being a Smaller Reporting Company.”

Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page13** of this prospectus and elsewhere in this prospectus for a discussion of information that should be considered in connection with an investment in our securities.**

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. The securities are not being offered in any jurisdiction where the offer is not permitted.

The date of this prospectus is , 2025.