Applied Digital Corp. Files S-1 for Potential Stock Offering

TL;DR

APLD files S-1, looks like they're raising cash. Watch this space.

AI Summary

Applied Digital Corporation filed an S-1 registration statement on September 11, 2024, indicating a potential offering of securities. The company, formerly known as Applied Blockchain, Inc., is based in Dallas, Texas, and operates in computer processing and data preparation services. This filing suggests the company is preparing to raise capital through the sale of stock.

Why It Matters

This S-1 filing signals Applied Digital Corp.'s intention to access public markets for capital, which could fund expansion or operational needs, impacting its future growth and investor landscape.

Risk Assessment

Risk Level: medium — S-1 filings indicate a company is seeking to raise capital, which can be a positive sign but also carries inherent risks associated with market conditions and the company's ability to execute its plans.

Key Numbers

• 333-282044 — SEC File Number (Identifies this specific registration statement with the SEC.)
• 0531 — Fiscal Year End (Indicates the end of the company's annual accounting period.)

Key Players & Entities

• Applied Digital Corp. (company) — Registrant
• September 11, 2024 (date) — Filing Date
• Applied Blockchain, Inc. (company) — Former Company Name
• Dallas, Texas (location) — Principal Executive Office Location
• 7374 (number) — Standard Industrial Classification Code

FAQ

Key Financial Figures

• $0.001 — 4,917 shares of common stock, par value $0.001 per share (the "Common Stock"), of Appl
• $6.58 — Common Stock as reported on Nasdaq was $6.58. You should read this prospectus caref
• $3.00 — onditionally lower the floor price from $3.00 to $2.00 so long as the daily VWAP is l
• $2.00 — lly lower the floor price from $3.00 to $2.00 so long as the daily VWAP is less than
• $42.1 million — promissory note in the amount of up to $42.1 million issued pursuant to the May PPA (the "Ma
• $50 million — promissory notes in the amount of up to $50 million issued pursuant to the March PPA (the "
• $2.5 million — s"), in pro rata weekly installments of $2.5 million in cash or (at YA Fund's sole election)
• $5.0 million — in cash or (at YA Fund's sole election) $5.0 million in Common Stock, commencing on July 8,
• $16.0 million — e May PPA were amended to eliminate the $16.0 million per month conversion limitation that ex
• $125,000,000 — ers, LLC (the "Sales Agreement"). Up to $125,000,000 of shares of our Common Stock may be is
• $16.4 million — ement for approximate proceeds to us of $16.4 million. Garden City Release of Escrow Funds
• $25 million — spectus, we have received the remaining $25 million of the purchase price, previously held
• $250.0 million — cribe for, an aggregate amount of up to $250.0 million of Common Stock, at the Company's reque
• $25,000 — e (in cash) to YA Fund in the amount of $25,000. Additionally, the Company agreed to pa
• $2,125,000 — mpany agreed to pay a commitment fee of $2,125,000 to YA Fund, payable on the effective da

Filing Documents

• apld-cimresalesx1.htm (S-1) — 352KB
• ex107tocimresales-1.htm (EX-FILING FEES) — 17KB
• exh51snellopinioncims-1.htm (EX-5.1) — 14KB
• exh231marcumconsentcims-1.htm (EX-23.1) — 3KB
• image_0a.jpg (GRAPHIC) — 2KB
• 0001144879-24-000241.txt ( ) — 390KB

RISK FACTORS

RISK FACTORS 14 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 15 SELLING STOCKHOLDER 16

USE OF PROCEEDS

USE OF PROCEEDS 18 PLAN OF DISTRIBUTION 19

DESCRIPTION OF SECURITIES

DESCRIPTION OF SECURITIES 21 LEGAL MATTERS 22 EXPERTS 23 WHERE YOU CAN FIND MORE INFORMATION 24 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 25 ABOUT THIS PROSPECTUS This prospectus forms part of a registration statement that we filed with the SEC, and that includes exhibits that provide more detail of the matters discussed in this prospectus. You should read this prospectus and the related exhibits filed with the SEC, together with the additional information described under the headings " Where You Can Find More Information " and " Incorporation of Certain Information by Reference " before making your investment decision. You should rely only on the information provided in this prospectus or in a prospectus supplement or any free writing prospectuses or amendments thereto. Neither we, nor the Selling Stockholder, have authorized anyone else to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. You should assume that the information in this prospectus is accurate only as of the date hereof. Our business, financial condition, results of operations and prospects may have changed since that date. Neither we, nor the Selling Stockholder, are offering to sell or seeking offers to purchase these securities in any jurisdiction where the offer or sale is not permitted. We have not done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the securities as to distribution of the prospectus outside of the United States. PROSPECTUS SUMMARY This summary highlights information contained elsewhere in this prospectus and the documents incorporated by reference herein. This summary

View Full Filing

View this S-1 filing on SEC EDGAR