APPLIED DNA SCIENCES INC
For the period ended Sep 30, 2024. Filed Dec 17, 2024.
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FY2024 · Filed Dec 17, 2024
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ITEM 16. FORM 10-K SUMMARY
None.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| | APPLIED DNA SCIENCES, INC. | |
| | ||
| Date: December 17, 2024 | | /s/ James A. Hayward |
|---|---|---|
| By: | James A. Hayward | |
| | Chief Executive Officer |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Name | Position | Date |
|---|---|---|
| /s/ JAMES A. HAYWARD | Chief Executive Officer (Principal Executive Officer), | December 17, 2024 |
| James A. Hayward | Chairman of the Board of Directors and Director | |
| /s/ BETH M. JANTZEN | Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | December 17, 2024 |
| Beth M. Jantzen | ||
| /s/ ROBERT CATELL | Director | December 17, 2024 |
| Robert Catell | ||
| /s/ JOSEPH D. CECCOLI | Director | December 17, 2024 |
| Joseph D. Ceccoli | ||
| /s/ YACOV A. SHAMASH | Director | December 17, 2024 |
| Yacov A. Shamash | ||
| /s/ SANFORD R. SIMON | Director | December 17, 2024 |
| Sanford R. Simon | ||
| /s/ ELIZABETH M. SCHMALZ SHAHEEN | Director | December 17, 2024 |
| Elizabeth M. Schmalz Shaheen | ||
EXHIBIT INDEX
The following exhibits are included as part of this Form 10-K. References to “the Company” in this Exhibit List mean Applied DNA Sciences, Inc., a Delaware corporation.
| Exhibit · · Incorporated by Reference · · Filed orFurnished | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Number · Description · Form · Exhibit · File No. · Date Filed · Herewith | ||||||||||||
| 2.1*† | | Share Purchase Agreement, dated July 12, 2023, by and among Spindle Acquisition Corp., Spindle Biotech Inc., the persons listed on Schedule 1.1 therein, Lai Him Chung and Applied DNA Sciences, Inc. | | 8-K | | 2.1 | | 001-36745 | | 7/13/2023 | | |
| 3.1 | Conformed version of Certificate of Incorporation of Applied DNA Sciences, Inc., as most recently amended by the Fifth Certificate of Amendment, effective Thursday, September 17, 2020 | S-8 | 4.1 | 333-249365 | 10/07/2020 | | ||||||
| 3.2 | Conformed version of By-Laws, as amended by the Certificate of Amendment to the By-Laws, effective November 7, 2024. | S-1 | 3.2 | 333-283315 | 11/19/2024 | | ||||||
| 4.1 | Description of Securities | 10-K | 4.1 | 001-36745 | 12/9/2021 | | ||||||
| 4.2 | | Form of Pre-Funded Common Stock Purchase Warrant | | 8-K | | 4.1 | | 001-36745 | | 2/23/2022 | | |
| 4.3 | | Form of Common Stock Purchase Warrant | | 8-K | | 4.2 | | 001-36745 | | 2/23/2022 | | |
| 4.4 | | Form of Series A Warrant | | 8-K | | 4.1 | | 001-36745 | | 8/9/2022 | | |
| 4.5 | | Form of Series B Warrant | | 8-K | | 4.2 | | 001-36745 | | 8/9/2022 | | |
| 4.6 | | Form of Prefunded Warrant | | 8-K | | 4.3 | | 001-36745 | | 8/9/2022 | | |
| 4.7 | | Form of Pre-Funded Warrant. | | 8-K | | 4.1 | | 001-36745 | | 02/01/2024 | | |
| 4.8 | | Form of Private Common Warrant. | | 8-K | | 4.2 | | 001-36745 | | 02/01/2024 | | |
| 4.9 | | Form of Pre-Funded Warrant | | 8-K | | 4.4 | | 001-36745 | | 05/29/2024 | | |
| 4.10 | | Form of Series A Warrant | | 8-K | | 4.2 | | 001-36745 | | 05/29/2024 | | |
| 4.11 | | Form of Series B Warrant | | 8-K | | 4.3 | | 001-36745 | | 05/29/2024 | | |
| 4.12 | | Form of Placement Agent Warrant | | 8-K | | 4.1 | | 001-36745 | | 05/29/2024 | | |
| 4.13 | | Form of Pre-Funded Warrant | | 8-K | | 4.1 | | 001-36745 | | 10/30/2024 | | |
| 4.14 | | Form of Series C Common Stock Purchase Warrant | | 8-K | | 4.2 | | 001-36745 | | 10/30/2024 | | |
| 4.15 | | Form of Series D Common Stock Purchase Warrant | | 8-K | | 4.3 | | 001-36745 | | 10/30/2024 | | |
| 4.16 | | Form of Placement Agent Warrant | | 8-K | | 4.4 | | 001-36745 | | 10/30/2024 | | |
| 10.1† | Form of employee stock option agreement under the Applied DNA Sciences, Inc. 2005 Incentive Stock Plan | 10-Q | 4.1 | 002-90539 | 05/15/2012 | | ||||||
| 10.2† | Applied DNA Sciences, Inc. 2005 Incentive Stock Plan, as amended and restated | DEF 14A | Appendix A | 001-36745 | 04/04/2019 | | ||||||
| 10.3† | Form of employee stock option agreement under the Applied DNA Sciences, Inc. 2005 Incentive Stock Plan, as amended | 10-K | 10.1 | 001-36745 | 12/14/2015 | | ||||||
| 10.4† | Applied DNA Sciences, Inc. 2020 Equity Incentive Plan | DEF 14A | Appendix A | 001-36745 | 08/03/2020 | | ||||||
| 10.5† | Applied DNA Sciences, Inc. 2020 Equity Incentive Plan Stock Option Grant Notice and Award Agreement | S-8 | 10.3 | 333-249365 | 10/07/2020 | | ||||||
| 10.6† | Employment Agreement, dated July 1, 2016, between James A. Hayward and Applied DNA Sciences, Inc. | 8-K | 10.1 | 001-36745 | 8/2/2016 | | ||||||
| 10.7† | Form of Indemnification Agreement dated as of September 7, 2012, by and between Applied DNA Sciences, Inc. and each of its directors and executive officers | 8-K | 10.1 | 002-90539 | 9/13/2012 | | ||||||
| 10.8* | License Agreement with Himatsingka America, Inc. dated June 23, 2017 | 10-Q | 10.1 | 001-36745 | 8/10/2017 | | ||||||
| 10.9+ | Patent and Know-How License and Cooperation Agreement, dated March 28, 2019, between the Company, APDN (B.V.I.), Inc., and ETCH BioTrace S.A. | 10-Q | 10.10 | 001-36745 | 5/9/2019 | | ||||||
| 10.10 | Amendment to Leases, dated January 17, 2020, by and between Long Island High Technology Incubator, Inc. and Applied DNA Sciences, Inc. | 10-Q | 10.5 | 001-36745 | 08/06/2020 | | ||||||
| 10.11 | Registration Rights Agreement, dated October 7, 2020, by and between Applied DNA Sciences, Inc. and Dillon Hill Capital, LLC. | 8-K | 10.4 | 001-36745 | 10/14/2020 | | ||||||
| 10.12 | Registration Rights Agreement, dated October 7, 2020, by and between Applied DNA Sciences, Inc. and Dillon Hill Investment Company LLC. | 8-K | 10.5 | 001-36745 | 10/14/2020 | | ||||||
| 10.13 | | Equity Distribution Agreement, dated November 7, 2023, by and between Applied DNA Sciences, Inc. and Maxim Group LLC | | 8-K | | 10.1 | | 001-36745 | | 11/7/2023 | | |
| 10.14† | | Letter Agreement, dated January 4, 2024, by and between Applied DNA Sciences, Inc. and James A. Hayward. | | 8-K | | 10.1 | | 001-36745 | | 1/5/2024 | | |
| 10.15† | | Letter Agreement, dated January 4, 2024, by and between Applied DNA Sciences, Inc. and Judith Murrah. | | 8-K | | 10.2 | | 001-36745 | | 1/5/2024 | | |
| 10.16 | | Amended and Restated Lease Agreement, dated February 24, 2023, by and between Long Island High Technology Incubator, Inc. and Applied DNA Sciences, Inc. (Office Lease). | | 8-K | | 10.1 | | 001-36745 | | 02/28/2023 | | |
| 10.17 | | Amended and Restated Lease Agreement, dated February 24, 2023, by and between Long Island High Technology Incubator, Inc. and Applied DNA Sciences, Inc. (Laboratory Lease). | | 8-K | | 10.2 | | 001-36745 | | 02/28/2023 | | |
| 10.18 | | Lease Renewal Agreement dated January 10, 2024 (Laboratory Lease). | | 10-Q | | 10.3 | | 001-36745 | | 02/08/2024 | | |
| 10.19 | | Placement Agency Agreement by and between Applied DNA Sciences, Inc. and | | 8-K | | 10.1 | | 001-36745 | | 02/01/2024 | | |
| Maxim Group LLC, dated January 31, 2024. | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 10.20 | | Form of Securities Purchase Agreement, dated January 31, 2024, by and between Applied DNA Sciences, Inc. and the parties thereto. | | 8-K | | 10.2 | | 001-36745 | | 02/01/2024 | | |
| 10.21 | | Form of Purchase Warrant Amendment | | 8-K | | 10.1 | | 001-36745 | | 04/19/2024 | | |
| 10.22 | | Form of Book-Entry Warrant Amendment | | 8-K | | 10.2 | | 001-36745 | | 04/19/2024 | | |
| 10.23 | | Form of Placement Agency Agreement by and between Applied DNA Sciences, Inc. Craig-Hallum Capital Group LLC and Laidlaw & Company (UK) Ltd. | | 8-K | | 10.1 | | 001-36745 | | 05/29/2024 | | |
| 10.24 | | Form of Securities Purchase Agreement, dated October 30, 2024, by and between Applied DNA Sciences, Inc. and the parties thereto. | | 8-K | | 10.1 | | 001-36745 | | 10/30/2024 | | |
| 10.25 | | Form of Warrant Amendment | | 8-K | | 10.2 | | 001-36745 | | 10/30/2024 | | |
| 10.26 | | Waiver of Negative Covenant | | 8-K | | 10.3 | | 001-36745 | | 10/30/2024 | | |
| 14.1 | | Code of Business Conduct and Ethics. | | 10-K | | 14.1 | | 001-36745 | | 12/14/2022 | | |
| 19.1 | | Insider Trading Policy | | | | | | | | | | Filed |
| 21.1 | | Subsidiaries of Applied DNA Sciences, Inc. | | | | | | | | | | Filed |
| 23.1 | | Consent of Marcum LLP | | | | | | | | | | Filed |
| 31.1 | Certification of Chief Executive Officer, pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | | Filed | |||||||||
| 31.2 | Certification of Chief Financial Officer, pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | | Filed | |||||||||
| 32.1 | Certification of Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | | Furnished | |||||||||
| 32.2 | Certification of Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | | Furnished | |||||||||
| 97.1 | | Clawback Policy | | | | | | | | | | Filed |
| 101 INS | Inline XBRL Instance Document | | Filed | |||||||||
| 101 SCH | Inline XBRL Taxonomy Extension Schema Document | | Filed | |||||||||
| 101 CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | | Filed | |||||||||
| 101 DEF | Inline XBRL Taxonomy ExtensionDefinition Linkbase Document | | Filed | |||||||||
| 101 LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | | Filed | |||||||||
| 101 PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | | Filed | |||||||||
| 104 | | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibits 101) | | | | | | | | | | Filed |
| † | Indicates a management contract or any compensatory plan, contract or arrangement. |
|---|
| * | A request for confidentiality has been granted for certain portions of the indicated document. Confidential portions have been omitted and filed separately with the SEC as required by Rule 24b-2 promulgated under the Exchange Act. |
|---|
| + | Portions of this exhibit have been omitted because the information is both not material and is the type that the Company treats as private or confidential. The omissions have been indicated by bracketed asterisks (“[***]”). |
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APPLIED DNA SCIENCES, INC. AND SUBSIDIARIES
INDEX TO FINANCIAL STATEMENTS
| Page | |
| Report of Independent Registered Public Accounting Firm (PCAOB ID 688) | F-2 |
|---|---|
| Consolidated Balance Sheets as of September 30, 2024 and 2023 | F-3 |
| Consolidated Statements of Operations for the Fiscal Years Ended September 30, 2024 and 2023 | F-4 |
| Consolidated Statements of Equity for the Fiscal Years Ended September 30, 2024 and 2023 | F-5 |
| Consolidated Statements of Cash Flows for the Fiscal Years Ended September 30, 2024 and 2023 | F-6 |
| Notes to Consolidated Financial Statements | F-7 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.