APDN Applied Dna Sciences Inc - 8-K/A

Item 3.02 Unregistered Sales of Equity Securities

On May 28, 2026, the Company closed the transaction
contemplated by the SPA and sold and issued to the Purchaser, at an offering price of $1.05 per share, 2,380,953 shares of Series B-1
Preferred Stock and Common Warrants to purchase 2,380,953 shares of Common Stock. Gross proceeds from the SPA totaled $2.5 million.

On May 31,
2026, the Company entered into an Inducement Agreement with an Exchanging Holder for an exercise of Series E Warrants in an aggregate
amount of approximately $0.22 million. The initial closing of the Inducement Agreements entered into on May 26, 2026 and May 31, 2026,
for anticipated aggregate gross proceeds of approximately $1.72 million, is expected to occur on or before June 9, 2026.

The issuance by the Company of the Series B-1
Preferred Stock and Common Warrants in connection with the SPA, and the offer of Preferred Stock,
Preferred Stock Shares, Prefunded Warrants, Prefunded Warrant Shares, Rights, Common Warrants, and Common Warrant Shares pursuant
to the SPA and Inducement Agreements, was made in reliance upon the exemption from the registration
requirement of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(1) thereof and/or Rule
506(b) of Regulation D promulgated thereunder, and applicable state securities laws. The securities that were issued pursuant to
the SPA have not been registered under the Securities Act and such securities may not be offered or sold in the United States absent registration
or an exemption from registration under the Securities Act and any applicable state securities laws.