Item 8.01 Other Events.
On May 1, 2023, Applied DNA Clinical Labs, LLC ("Applied DNA Clinical Labs"), a
wholly-owned subsidiary of Applied DNA Sciences, Inc. (the "Company"), received
a notice of termination from The City University of New York ("CUNY"), the
Company's largest safeCircle COVID-19 testing solution customer, to terminate a
contract (the "COVID Testing Contract") pursuant to which Applied DNA Clinical
Labs provided COVID testing services to CUNY. The COVID Testing Contract,
referred to by CUNY as Contract Number T212206, is dated August 3, 2021, and is
by and between Applied DNA Clinical Labs and CUNY. The COVID Testing Contract
was amended by that certain First Amendment, effective as of September 16, 2021,
and that certain Second Amendment, effective as of July 18, 2022. The Company
received a termination notice for the COVID Testing Contract on May 1, 2023
pursuant to Section 5.1 of the COVID Testing Contract. Applied DNA Clinical Labs
will cease providing services pursuant to the COVID Testing Contract no later
than June 30, 2023 subject to a wind-down plan to be negotiated by the parties.
In the termination notice, CUNY stated that it is ending its COVID-19
vaccination mandate and testing protocol with respect to its schools and
colleges.
After June 30, 2023, neither Applied DNA Clinical Labs nor CUNY will have any
further obligations thereunder, except for obligations accruing prior to the
date of termination.
The COVID Testing Contract represented 58% of the Company's revenues for fiscal
year 2022. Historically, a majority of the Company's revenue attributable to its
molecular diagnostics testing services has been derived from its safeCircle
COVID-19 testing solutions. On April 11, 2023, the U.S. National Emergency in
response to the COVID-19 pandemic was terminated. While the Company continues to
support several safeCircle customers, the Company is currently observing a large
decrease in demand for COVID-19 testing, which the Company believes will result
in significantly lower revenues from its safeCircle COVID-19 testing solutions
in subsequent quarters. A description of the COVID Testing Contract (including
its amendments) is incorporated by reference from the Company's Annual Report on
Form 10-K for the fiscal year ended September 30, 2022, as amended (the "10-K"),
filed by the Company on December 14, 2022, and the description of the COVID
Testing Contract is qualified in its entirety by reference to the full text of
the COVID Testing Contract (including its amendments), which the Company filed
as exhibits to the 10-K.
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