Applied Digital Corp. Files 8-K: Material Agreement & Fiscal Year Change

Ticker: APLD · Form: 8-K · Filed: May 17, 2024 · CIK: 1144879

Sentiment: neutral

Topics: material-agreement, corporate-action, fiscal-year-change

TL;DR

Applied Digital Corp. signed a big deal and changed its fiscal year to May 31st. New era for data centers!

AI Summary

On May 16, 2024, Applied Digital Corporation entered into a material definitive agreement related to its data center facilities. The company also amended its Articles of Incorporation, changing its fiscal year end to May 31st. This filing also includes financial statements and exhibits.

Why It Matters

This filing indicates significant corporate actions, including a new material agreement and a change in fiscal year, which could impact financial reporting and strategic planning for Applied Digital Corporation.

Risk Assessment

Risk Level: medium — Material definitive agreements and changes in corporate structure can introduce new risks or alter existing ones for the company.

Key Numbers

Key Players & Entities

FAQ

What is the nature of the material definitive agreement entered into by Applied Digital Corporation?

The filing indicates the entry into a material definitive agreement, but the specific details of this agreement are not elaborated upon in the provided text, other than it relates to their data center facilities.

When did Applied Digital Corporation officially change its fiscal year end?

The filing states that the earliest event reported was on May 16, 2024, and the company amended its Articles of Incorporation to change its fiscal year end to May 31st.

What was Applied Digital Corporation's former name?

Applied Digital Corporation was formerly known as Applied Blockchain, Inc., Applied Science Products, Inc., and FLIGHT SAFETY TECHNOLOGIES INC.

In which state is Applied Digital Corporation incorporated?

Applied Digital Corporation is incorporated in Nevada.

What is the business address of Applied Digital Corporation?

The business address of Applied Digital Corporation is 3811 Turtle Creek Blvd., Suite 2100, Dallas, TX 75219.

Filing Stats: 1,579 words · 6 min read · ~5 pages · Grade level 12.3 · Accepted 2024-05-16 19:06:31

Key Financial Figures

Filing Documents

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Dealer Manager Agreement On May 16, 2024, Applied Digital Corporation (the "Company") entered into a Dealer Manager Agreement (the "Dealer Manager Agreement") with Preferred Capital Securities, LLC (the "Dealer Manager"), pursuant to which the Dealer Manager has agreed to serve as the Company's agent and dealer manager for the Company's offering (the "Offering") of up to 2,000,000 shares of its Series E Redeemable Preferred Stock, par value $0.001 (the "Series E Preferred Stock"). The Series E Preferred Stock is registered with the Securities and Exchange Commission pursuant to a shelf registration statement on Form S-3 (File No. 333-279155) under the Securities Act of 1933, as amended (the "Registration Statement"), and will be offered and sold pursuant to a prospectus supplement dated May 16, 2024, and a base prospectus dated May 16, 2024, relating to the Registration Statement (collectively, the "Prospectus"). The Dealer Manager Agreement requires the Dealer Manager to use its reasonable best efforts to sell shares of the Series E Preferred Stock offered in the Offering pursuant to a subscription agreement (the "Subscription Agreement"). Each share of Series E Preferred Stock will be sold a public offering price of $25.00 per share (the "Stated Value"). Subject to the terms, conditions and limitations described in the Dealer Manager Agreement, the Company will pay to the Dealer Manager a dealer manager fee in an amount equal to 2% of the Stated Value per share of Series E Preferred Stock sold in the Offering and a selling commission of up to 6% of the Stated Value per share of Series E Preferred Stock sold in the Offering. The Company may pay reduced selling commissions or may eliminate commissions or certain sales of the Series E Preferred Stock, including the reduction or elimination of selling commissions in accordance with, and on the terms set forth in, the Prospectus. The Company expects the Dealer M

03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On May 16, 2024, the Company filed a Certificate of Amendment (the "Certificate of Amendment") to the Certificate of Designation of Rights, Privileges, Preferences, and Restrictions (the "Certificate of Designations") of Series E Preferred Stock with the Secretary of State of the State of Nevada, which provides that (i) dividends on the shares of Series E Preferred Stock (the "Shares") shall accrue at an annual rate of 9.0% of the Stated Value of the Shares, (ii) a Holder Redemption Notice (as defined in the Certificate of Designations) shall be effective as of the last day of the month after a Holder Redemption Notice is duly received by the Company, or its designated agent, (iii) the Company's redemption of the Shares upon the death of a beneficial holder of the Shares shall be made in either cash or with fully paid and non-assessable shares of the Company's common stock, par value $0.001 per share (the "Common Stock") in the sole and absolute discretion of the board of directors of the Company, (iv) if required by Rule 5635(d) of the Nasdaq Stock Market, the number of shares of Common Stock issuable to holders of Series E Preferred Stock for redemption shall not exceed 19.99% of the outstanding shares of Common Stock without the approval of the Company's shareholders, and (v) the Company shall provide not less than 60 calendar days prior written notice to the holders of the Shares before the listing the Series E Preferred Stock on a national securities exchange or on an over the counter market. The Certificate of Amendment became effective on May 16, 2024. The foregoing description of Certificate of Amendment is only a summary and is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

01 Other Events

Item 8.01 Other Events. As of May 15, 2024, that certain Unsecured Promissory Note, made by the Company on January 30, 2024 and amended on March 27, 2024 and April 26, 2024 (the "AI Note") in favor of AI Bridge Funding LLC (the "Holder"), was prepaid in its entirety through the issuance of an aggregate of 8,421,146 shares of Common Stock, in accordance with the terms of the AI Note. Accordingly, the AI Note and the reserve of shares for issuance thereunder have been extinguished.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. EXHIBIT INDEX Exhibit No. Description 1.1 Dealer Manager Agreement, dated as of May 16, 2024, by and between Applied Digital Corporation and Preferred Capital Securities, LLC. 3.1 Certificate of Amendment to the Certificate of Designations for the Series E Redeemable Preferred Stock. 4.1 Form of Subscription Agreement. 5.1 Opinion of Snell & Wilmer L.L.P. 10.1 Services Agreement, dated as of May 16, 2024, by and between Applied Digital Corporation and Preferred Shareholder Services, LLC. 23.1 Consent of Snell & Wilmer L.L.P. (included in Exhibit 5.1). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). SIGNATURE Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Dated: May 16, 2024 By: /s/ David Rench Name: David Rench Title: Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR

View on Read The Filing