Item 1.01. Entry into a Material Definitive Agreement.
On
We expect to receive aggregate proceeds, after deducting Placement Agent fees
related to the Registered Direct Offering, in the amount of approximately
The closing of the Registered Direct Offering is expected to take place on
The Securities Purchase Agreement contains customary representations, warranties and agreements by us and customary conditions to closing. Under the Securities Purchase Agreement, and subject to certain exceptions, we have agreed not to (i) enter into any agreement to issue or announce the issuance or proposed issuance of any Common Stock or Common Stock equivalents, or (ii) file any registration statement or amendment or supplement thereto, for a period of 90 days following the closing of the offering.
In connection with this offering, we and each of our executive officers and directors have agreed, subject to certain exceptions set forth in the lock-up agreements, not to offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of our Common Stock, or any securities convertible into or exercisable or exchangeable for shares of our Common Stock, or publicly disclose the intention to make any offer, sale, pledge or disposition, for 90 days from the date of the prospectus supplement relating to this offering.
Pursuant to the Placement Agreement, we have agreed to pay the Placement Agent a
cash placement fee equal to 7.0% of the aggregate gross proceeds raised in this
offering from sales arranged for by the Placement Agent. Subject to certain
conditions, we also have agreed to reimburse all travel and other out-of-pocket
expenses of the Placement Agent in connection with this offering, including but
not limited to legal fees, up to a maximum of
The foregoing descriptions of the Placement Agreement and the Securities Purchase Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Form of Placement Agreement and the Form of Securities Purchase Agreement, which are attached to this Current Report on Form 8-K as Exhibits 10.1 and 10.2, respectively, and incorporated herein by reference in their entirety.
We note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to any document that is incorporated by reference in the prospectus supplement or the accompanying base prospectus were made solely for the benefit of the parties to such agreement, including, in some cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation, warranty or covenant to or in favor of any stockholder or potential stockholder of the Company other than the parties thereto. In addition, the assertions embodied in any representations, warranties and covenants contained in such agreements may be subject to qualifications with respect to knowledge and materiality different from those applicable to security holders generally. Moreover, such representations, warranties or covenants were accurate only as of the date when made, except where expressly stated otherwise. Accordingly, such representations, warranties and covenants should not be relied on as accurately representing the current state of our affairs at any time.
Forward-Looking Statements
This Current Report on Form 8-K contains statements which may be
"forward-looking" in nature within the meaning of Section 27A of the Securities
Act, Section 21E of the Securities Exchange Act of 1934, as amended, (the
"Exchange Act") and the Private Securities Litigation Reform Act of 1995.
Forward-looking statements describe the Company's future plans, projections,
strategies and expectations, and are based on assumptions and involve a number
of risks and uncertainties, including market conditions, the completion of the
offering, the satisfaction of customary closing conditions related to the
offering and the intended use of net proceeds from the offering, many of which
are beyond the control of the Company. These statements are based on current
expectations, estimates and projections about our business based, in part, on
assumptions made by management. These statements are not guarantees of future
performance and involve risks, uncertainties and assumptions that are difficult
to predict. Therefore, actual outcomes and results may differ materially from
what is expressed or forecasted in the forward-looking statements due to
numerous factors, including those risks factors detailed from time to time in
the Company's reports and filings with the Commission, including its Annual
Report on Form 10-K filed on
The prospectus supplement relating to the Registered Direct Offering will be filed with the Commission and will be available on the Commission's web site at http://www.sec.gov.
This report does not constitute an offer to sell or the solicitation of an offer to buy, and these securities cannot be sold in any state or jurisdiction in which this offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any state or jurisdiction. Any offer will be made only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement.
Item 7.01. Regulation FD Disclosure.
On
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description
10.1 Form of Placement Agency Agreement by and betweenApplied DNA Sciences, Inc. andRoth Capital Partners, LLC , datedJanuary 10, 2021 . 10.2 Form of Securities Purchase Agreement. 99.1 Press Release datedJanuary 11, 2021 .
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