Material Agreement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

Securities Purchase Agreement

On September 29, 2025, Applied DNA Sciences, Inc., a Delaware corporation (the "Company") entered into a securities purchase agreement (the "Cash Securities Purchase Agreement") with certain accredited investors (the "Cash Purchasers") pursuant to which the Company agreed to sell and issue to the Cash Purchasers in a private placement offering (the "Cash Offering") an aggregate of 4,730,178 shares (the "Shares") of common stock of the Company, par value $0.001 per share (the "Common Stock"), and/or prefunded warrants in lieu thereof (the "Prefunded Warrants"), and Series E Warrants (the "Common Warrants") to purchase 4,730,178 shares of Common Stock at a per share exercise price of $3.82. In the Cash Offering, the Purchasers will tender U.S. dollars or the cryptocurrency stablecoin issued by Circle Internet Group, Inc. commonly referred to as "USDC" to the Company as consideration for the Shares and/or Prefunded Warrants and the Common Warrants. Lucid Capital Markets, LLC (the "Placement Agent") is acting as sole placement agent for the Offering (as defined below).

Also on September 29, 2025, the Company entered into a securities purchase agreement (the "Cryptocurrency Securities Purchase Agreement," and together with the Cash Securities Purchase Agreement, the "Securities Purchase Agreement") with certain accredited investors (the "Cryptocurrency Purchasers," and together with the Cash Purchasers, the "Purchasers") pursuant to which the Company agreed to sell and issue to the Cryptocurrency Purchasers in a private placement offering (the "Cryptocurrency Offering," and together with the Cash Offering, the "Offering") 3,334,471 prefunded warrants (the "Cryptocurrency Prefunded Warrants") to purchase shares of Common Stock at a per share exercise price of $3.82 and 3,334,471 common stock purchase warrants (the "Cryptocurrency Common Warrants") at a per share exercise price of $3.82. In the Cryptocurrency Offering, the Cryptocurrency Purchasers will tender cash equivalents of crypto-currency (or trust units or interests that that hold crypto-currency) acceptable (in form and value) to the Company as consideration for the Cryptocurrency Common Warrants and the Cryptocurrency Prefunded Warrants.

The Company intends to close the Offering on or around on October 1, 2025 (the "Closing Date"). The gross proceeds of the Offering are expected to be approximately $26.8 million. Unless otherwise indicated, capitalized terms used but not defined in this Item 1.01 shall have the meanings set forth in the Securities Purchase Agreement, as applicable.

Prior to the Closing Date, the Company was a biotechnology company focused on providing nucleic-acid production solutions for the biopharmaceutical and diagnostics industries. The Company's technologies enabled cell-free manufacturing of deoxyribonucleic acid (DNA) and ribonucleic acid (RNA), which are essential components for a new generation of advanced biotherapeutics, such as gene therapies, adoptive cell therapies, messenger RNA therapeutics and DNA vaccines, as well as diagnostic applications.

The Company intends to use the net proceeds from the Offering for working capital purposes and will primarily use such proceeds in its BNB-focused treasury strategy wherein it will manage digital assets, primarily in the native cryptocurrency of the Binance Coin blockchain commonly referred to as "BNB", including staking, restaking, and liquid staking of BNB, and participation in other Binance ecosystem yield opportunities to contribute the BNB to the Company's treasury operations (together, the "BNB Strategy").

Each of the Prefunded Warrants and the Cryptocurrency Prefunded Warrants is exercisable for one share of Common Stock at the exercise price of $0.0001 per share of Common Stock underlying the Prefunded Warrant or Cryptocurrency Prefunded Warrant (a "Prefunded Warrant Share"). The Prefunded Warrants are immediately exercisable and may be exercised at any time until all of the Prefunded Warrants issued in the Offering are exercised in full. The Cryptocurrency Prefunded Warrants are exercisable 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 thereafter may be exercised at any time until five (5) years after the date of their initial issuance. Each holder's ability to exercise its Prefunded Warrants or Cryptocurrency Prefunded Warrants in exchange for shares of Common Stock is subject to certain beneficial ownership limitations set forth therein. Each of the Common Warrants and Cryptocurrency Common Warrants is exercisable for one share of Common Stock at the exercise price of $3.82 per share of Common Stock (a "Common Warrant Share"). The Common Warrants are exercisable for cash immediately upon issuance and thereafter may be exercised at any time until five (5) years after such issuance. The Cryptocurrency Common 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 thereafter may be exercised at any time until five (5) years after the date of their initial issuance. The Common Warrants and the Cryptocurrency Common Warrants may also be exercised on a cashless basis at any time beginning six (6) 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 Common Warrant Shares by the holder thereof and are subject to cancellation by the Company if they are not exercised after certain specified trading criteria of the Common Stock is satisfied.