Applied Digital Corp. Files S-1 for Securities Offering

TL;DR

APLD files S-1, looks to raise cash. Watch for offering details.

AI Summary

Applied Digital Corp. filed an S-1 registration statement on September 13, 2024, for a proposed offering of securities. The company, formerly known as Applied Blockchain, Inc., is incorporated in Nevada and headquartered in Dallas, Texas. This filing indicates a move to raise capital, though specific dollar amounts and offering details are not yet provided in this initial document.

Why It Matters

This S-1 filing signals Applied Digital Corp.'s intention to raise capital through a public offering, which could fund expansion or operational improvements, impacting its future growth and market position.

Risk Assessment

Risk Level: medium — S-1 filings indicate a company is seeking to raise capital, which can be a sign of growth but also carries inherent risks associated with public offerings and the company's specific financial situation.

Key Numbers

• 333-282119 — SEC File Number (Identifies this specific registration statement with the SEC.)
• 7374 — SIC Code (Indicates the company operates in 'Services-Computer Processing & Data Preparation'.)

Key Players & Entities

• Applied Digital Corp. (company) — Registrant
• September 13, 2024 (date) — Filing Date
• Applied Blockchain, Inc. (company) — Former Company Name
• Nevada (location) — State of Incorporation
• Dallas, Texas (location) — Principal Executive Offices

FAQ

Key Financial Figures

• $0.001 — e shares of our common stock, par value $0.001 per share (" Common Stock ") underlying
• $4.8005 — ur Common Stock at an exercise price of $4.8005 per share and may be exercised for a pe
• $30.2 million — ive up to an aggregate of approximately $30.2 million. See " Use of Proceeds " beginning on p
• $5.87 — price of our Common Stock on Nasdaq was $5.87 per share. You should read this prospe
• $20 million — owing the Company to draw an additional $20 million (net of original discount and fees) of
• $3.00 — onditionally lower the floor price from $3.00 to $2.00 so long as the daily volume we
• $2.00 — lly lower the floor price from $3.00 to $2.00 so long as the daily volume weighted av
• $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

Filing Documents

• apld-formsx1ciminitialwarr.htm (S-1) — 375KB
• exh107tociminitialwarrants.htm (EX-FILING FEES) — 17KB
• exh51snellopinionciminitia.htm (EX-5.1) — 13KB
• exh231marcumconsentciminit.htm (EX-23.1) — 3KB
• image_0a.jpg (GRAPHIC) — 19KB
• image_1a.jpg (GRAPHIC) — 2KB
• 0001144879-24-000245.txt ( ) — 437KB

RISK FACTORS

RISK FACTORS 15 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 16

DESCRIPTION OF SECURITIES

DESCRIPTION OF SECURITIES 20 PLAN OF DISTRIBUTION 23 LEGAL MATTERS 24 EXPERTS 25 WHERE YOU CAN FIND MORE INFORMATION 26 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 27 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. We have not 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. PROSPECTUS SUMMARY This summary highlights information contained elsewhere in this prospectus and the documents incorporated by reference herein. This summary does not contain all of the information that you should consider before deciding to invest in our securities. You should read this entire prospectus carefully, including the section entitled "Risk Factors" beginning on page 15 , our consolidated financial statements and the related notes and the other information incorporated by reference into this prospectus before making an investment decision. Our Business We are a United States ("U.S.") designer, developer, and operator of next-generation digital infrastructure across North America. We provide digital infrastructure solutions and cloud services to the rapidly growin

View Full Filing

View this S-1 filing on SEC EDGAR