Applied Digital Corp. Files 8-K for Material Agreement
Ticker: APLD · Form: 8-K · Filed: Sep 10, 2024 · CIK: 1144879
Sentiment: neutral
Topics: material-agreement, equity-sale, corporate-action
TL;DR
Applied Digital Corp. signed a big deal and sold some stock, filing an 8-K on Sept 5th.
AI Summary
Applied Digital Corp. announced on September 5, 2024, that it entered into a material definitive agreement. The company also reported on unregistered sales of equity securities and other events. The filing details financial statements and exhibits related to these occurrences.
Why It Matters
This 8-K filing indicates significant corporate actions, including a material definitive agreement and equity sales, which could impact the company's financial structure and future operations.
Risk Assessment
Risk Level: medium — The filing involves material definitive agreements and unregistered equity sales, which can introduce financial and operational risks.
Key Numbers
- 001-31968 — SEC File Number (Identifier for Applied Digital Corp.'s filings)
- 95-4863690 — IRS Employer Identification No. (Tax identification for Applied Digital Corp.)
Key Players & Entities
- Applied Digital Corp. (company) — Registrant
- Nevada (jurisdiction) — State of incorporation
- Dallas, TX (location) — Principal executive office address
- Applied Blockchain, Inc. (company) — Former company name
- Applied Science Products, Inc. (company) — Former company name
- FLIGHT SAFETY TECHNOLOGIES INC (company) — Former company name
FAQ
What is the nature of the material definitive agreement entered into by Applied Digital Corp.?
The filing does not specify the details of the material definitive agreement, only that one was entered into on or before September 5, 2024.
When was the earliest event reported in this 8-K filing?
The earliest event reported in this 8-K filing was on September 5, 2024.
What are the former names of Applied Digital Corp. mentioned in the filing?
The filing lists Applied Blockchain, Inc., Applied Science Products, Inc., and FLIGHT SAFETY TECHNOLOGIES INC as former names.
In which state is Applied Digital Corp. incorporated?
Applied Digital Corp. is incorporated in Nevada.
What is the primary business classification for Applied Digital Corp.?
The company's Standard Industrial Classification is SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374].
Filing Stats: 1,324 words · 5 min read · ~4 pages · Grade level 13.4 · Accepted 2024-09-10 06:15:29
Key Financial Figures
- $0.001 — f the Company's common stock, par value $0.001 per share (the "Common Stock"), at a pu
- $3.24 — "Common Stock"), at a purchase price of $3.24 per Share, representing the last closin
- $160 m — roceeds to the Company of approximately $160 million, before deducting offering expens
- $250 million — eed to purchase from the Company, up to $250 million of Common Stock (the "SEPA Aggregate Co
- $4.73 — of common stock at a price per share of $4.73 per share, the Nasdaq official closing
Filing Documents
- apld-20240905.htm (8-K) — 35KB
- exh101-apldxform8xkgspipe.htm (EX-10.1) — 280KB
- exh102-apldxform8xkgspipe.htm (EX-10.2) — 165KB
- exh991-apldxform8xkgspipe.htm (EX-99.1) — 14KB
- image_0.jpg (GRAPHIC) — 5KB
- image_1.jpg (GRAPHIC) — 3KB
- 0001144879-24-000235.txt ( ) — 725KB
- apld-20240905.xsd (EX-101.SCH) — 2KB
- apld-20240905_lab.xml (EX-101.LAB) — 23KB
- apld-20240905_pre.xml (EX-101.PRE) — 13KB
- apld-20240905_htm.xml (XML) — 3KB
02. Unregistered Sales of Equity Securities
Item 3.02. Unregistered Sales of Equity Securities. The disclosures set forth in Item 1.01 above are incorporated in this Item 3.02 by reference. Additionally, as previously reported, on August 28, 2024, the Company entered into the Standby Equity Purchase Agreement with YA II PN, LTD. ("YA Fund"), which was amended on August 29, 2024 (as amended, the "SEPA"), whereby the Company agreed to issue and sell to YA Fund, from time to time, and YA Fund agreed to purchase from the Company, up to $250 million of Common Stock (the "SEPA Aggregate Commitment"), subject to certain obligations and limitations. In connection with the SEPA, Northland Securities, Inc. acted as placement agent and received a fee equal to 1% of the SEPA Aggregate Commitment (the "SEPA Placement Agent Fee"). The Company has agreed to pay the SEPA Placement Agent Fee in shares of common stock at a price per share of $4.73 per share, the Nasdaq official closing price of the Company's Common Stock on August 27, 2024, for a total number of shares equal to 528,541. The shares of Common Stock are being issued without registration under the Securities Act, pursuant to an exemption from the registration requirements of the Securities Act afforded by Section 4(a)(2) thereof.
01. Other Matters
Item 8.01. Other Matters On September 5, 2024, the Company issued a press release announcing the Private Placement. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
01. Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits (d) Exhibits. Exhibit No. Description 10.1 Form of Securities Purchase Agreement. 10.2 Form of Registration Rights Agreement. 99.1 Press Release dated September 5, 2024. 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: September 10, 2024 By: /s/ David Rench Name: David Rench Title: Chief Financial Officer