8-K - BNBX - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):

June 27, 2025

Applied DNA Sciences, Inc.

(Exact name of registrant as specified in its charter)

Delaware<br><br> <br>(State or other jurisdiction<br><br> <br>of incorporation)	001-36745<br><br> <br>(Commission File Number)	59-2262718<br><br> <br>(IRS Employer<br><br> <br>Identification No.)

50 Health Sciences Drive

Stony Brook, New York 11790

(Address of principal executive offices; zip code)

Registrant’s telephone number, including area code: ****

631-240-8800

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
---	---
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
---	---
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
---	---

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

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 13(a) of the Exchange Act. ¨

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 par value	APDN	The Nasdaq Stock Market

Item 2.05 Costs Associated with Exit or Disposal Activities.

On June 30, 2025, Applied DNA Sciences, Inc. (the “Company”) announced a strategic restructuring and realignment of resources to focus exclusively on its synthetic DNA manufacturing business, LineaRx. As part of actions undertaken, the Company implemented a workforce reduction of approximately 27% of headcount and has ceased operations at Applied DNA Clinical Labs (“ADCL”), a business that provides molecular and genetic testing services, effective June 27, 2025.

The Company’s actions are intended to substantially reduce its operating costs and concentrate resources behind LineaRx to: (i) enhance the capabilities of LineaRx’s LineaDNA™ and LineaIVT™ platforms while scaling commercial adoption; (ii) expand its service offerings; and (iii) pursue strategic partnerships. The workforce reduction equates to a projected 23% reduction in annual payroll costs, excluding payroll expenses incurred as a result of the previously announced retirement of the Company’s former Chairman and Chief Executive Officer. The projected annual payroll savings is expected to be partially offset by approximately three hundred thousand dollars ($300,000) in one-time charges related to the workforce reduction and ceasing of operations at ADCL, primarily for separation benefits. The Company expects to incur the majority of workforce reduction-related costs by the end of the quarterly period ending September 30, 2025, excluding expenses associated with the retirement of the Company’s former Chairman and Chief Executive Officer.

Item 5.02 Departure of Directors or Certain Officers; Election ofDirectors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective June 30, 2025, Judith Murrah, the Company’s Chief Executive Officer, President and Chairperson, voluntarily agreed to a fifteen percent (15%) temporary reduction in her annual base salary in connection with the Company’s efforts to reduce its ongoing operating expenses. Ms. Murrah’s reduced annual base salary is $340,000. The reduction is expected to end on a future date to be agreed by and between Ms. Murrah and the Compensation Committee of the Company’s Board of Directors.

Item 7.01 Regulation FD Disclosure.

On June 30, 2025, the Company issued a press release announcing the strategic restructuring and realignment of resources. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

The information in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this Current Report on Form 8-K that do not relate to matters of historical fact should be considered forward-looking statements, including without limitation statements regarding the Company’s belief that restructuring will position the company for future growth potential, its goal to position the company for long term-growth and value creation and the potential to achieve that goal, the future success of its Linea DNA and Linea IVT platforms and future reductions in operating expenses. All forward-looking statements reflect the Company’s beliefs and assumptions only as of the date of this Current Report on Form 8-K. The Company undertakes no obligation to update forward-looking statements to reflect future events or circumstances. Capitalized terms shall have the meanings ascribed to such terms in the Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release, dated June 30, 2025.
104	Cover Page Interactive Data File (embedded within the<br> Inline XBRL document).

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.

Date: June 30, 2025	APPLIED DNA SCIENCES, INC.
	By:	/s/ Beth Jantzen
	Name:	Beth Jantzen
	Title:	Chief Financial Officer

Exhibit 99.1

AppliedDNA Sharpens Strategic Focus on Synthetic DNA Manufacturing for Biotherapeutics Applications, Consolidates Operations Behind LineaRx

-Conducts 27% Workforce Reduction, Ceases Operations at Applied DNA Clinical Labs, Positions LineaRx for Growth -

STONY BROOK,N.Y. – June 30, 2025 - Applied DNA Sciences, Inc. (NASDAQ: APDN), a leader in PCR-based DNA technologies, announced a strategic restructuring and realignment of resources to focus exclusively on its synthetic DNA manufacturing business, LineaRx. As part of actions undertaken, the Company implemented a workforce reduction of approximately 27% of headcount and has ceased operations at Applied DNA Clinical Labs (ADCL), a business that provides molecular and genetic testing services, effective June 27, 2025.

“We believe these strategic decisions enable us to set business priorities, funds, and management attention behind LineaRx as our highest-conviction growth opportunity, while also positioning the company for greater operational efficiency, sharper execution, and clearer industry and investment theses,” stated Judy Murrah, chairperson, president, and CEO.

Added Clay Shorrock, president of LineaRx, “Demand for enzymatically produced DNA is accelerating, driven by the expanding field of genetic medicines. Our LineaDNA and LineaIVT platforms are well-positioned to meet this need, and we are aligning all resources towards customer acquisition, expanding market penetration, and scaling efficiently.”

Corporate Updates

·	The workforce reduction represents an approximately 27% reduction in headcount, equating to a projected 23% reduction in annual payroll<br>costs, excluding payroll expenses incurred as a result of the previously announced retirement of the Company’s former Chairman and<br>CEO. The projected annual payroll savings is expected to be partially offset by approximately $300 thousand in one-time charges related to the workforce reduction, primarily for<br>separation benefits.
·	The Company expects to incur the majority of<br>workforce reduction-related costs by the end of the fourth quarter of fiscal 2025 (quarter ending September 30, 2025), excluding expenses<br>associated with the retirement of the Company’s former Chairman and CEO.
---	---
·	Since initiating its strategic restructuring<br>in December 2024, Applied DNA has exited non-core operations and reduced headcount by 39% for a projected 31% reduction in annual payroll<br>expenses as compared to the fiscal year ended September 30, 2024, excluding costs related to the retirement of the Company’s former<br>Chairman and CEO. In addition to the actions reported in this press release, the Company exited its DNA Tagging and Security Products<br>and Services business segment in February 2025 and undertook a workforce reduction of approximately 20% of the then-total headcount, primarily<br>related to employees associated with this segment.
---	---
·	The Company ended May 31, 2025, with approximately<br>$4.8 million in cash and cash equivalents.
---	---

About Applied DNA Sciences

Applied DNA Sciences is a biotechnology company with over 20 years of experience in developing and commercializing polymerase chain reaction (PCR)-based applications for DNA production. Through its majority-owned subsidiary, LineaRx Inc., the Company is commercializing its LineaDNA and LineaIVT platforms to enable the manufacture of the next generation of nucleic acid-based therapies.

About the LineaDNA™ and LineaIVT™ Platforms

The LineaDNA platform is a proprietary, cell-free DNA production system leveraging Applied DNA's deep expertise in large-scale PCR. Unlike conventional plasmid-based DNA production methods, the LineaDNA platform produces high-fidelity DNA that is free of adventitious sequences, rapidly scalable, and easily amenable to chemical modification. It can generate DNA from 100 base pairs to 20 kilobases in quantities from milligrams to grams under RUO, GLP, and GMP quality grades.

The LineaIVT platform offers a streamlined solution for mRNA production via integration of DNA IVT template manufacturing from the LineaDNA platform with the Company’s proprietary LineaRNAP™ enzyme. The platform’s unique integrated approach bypasses plasmid DNA as a starting material, prevents or reduces double-stranded RNA (dsRNA) contamination, and simplifies mRNA production workflows.

Visit adnas.com for more information. Follow us on X and LinkedIn.

Forward-Looking Statements

The statements made by Applied DNA Sciences in this press release may be "forward-looking" in nature within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995. Forward-looking statements describe Applied DNA's future plans, projections, strategies, and expectations, and are based on assumptions and involve a number of risks and uncertainties, many of which are beyond the control of Applied DNA. These forward-looking statements are based largely on the Company's expectations and projections about future events and future trends affecting our business and are subject to risks and uncertainties that could cause actual results to differ materially from those anticipated in the forward-looking statements, including statements regarding its belief that restructuring will position the company for future growth potential, its goal to position the company for long term-growth and value creation and the potential to achieve that goal, the future success of its LineaDNA™ and LineaIVT™ platforms and future reductions in operating expenses. Actual results could differ materially from those projected due to the Company’s history of net losses, limited financial resources, substantial doubt regarding its ability to continue as a going concern, unknown future ability to continue its listing on the Nasdaq Capital Market, unknown future demand for its biotherapeutics products and services, the unknown amount of revenues and profits that will result from our LineaDNA and/or LineaIVT platforms, the fact that there has never been clinical trial material and/or a commercial drug product produced utilizing the LineaDNA and/or LineaIVT platforms, as well as various other factors detailed from time to time in Applied DNA's SEC reports and filings, including its Annual Report on Form 10-K filed on December 17, 2024, its Quarterly Reports on Form 10-Q filed on February 13, 2025, and May 15, 2025, and other reports it files with the SEC, which are available at www.sec.gov. Applied DNA undertakes no obligation to update publicly any forward-looking statements to reflect new information, events, or circumstances after the date hereof or to reflect the occurrence of unanticipated events, unless otherwise required by law.

Applied DNA Sciences Contact:

Investor Relations contact: Sanjay M. Hurry, 917-733-5573, sanjay.hurry@adnas.com

Web: https://investors.adnas.com/