Applied Digital Corp. Files 8-K

TL;DR

Applied Digital filed an 8-K on 10/31/24. Details TBD.

AI Summary

Applied Digital Corp. filed an 8-K on October 31, 2024, reporting other events and financial statements. The company, formerly known as Applied Blockchain, Inc., is incorporated in Nevada and headquartered in Dallas, Texas. This filing does not contain specific financial figures or details about the 'other events' reported.

Why It Matters

This 8-K filing indicates that Applied Digital Corp. has reported significant events and financial statements to the SEC, which could impact investor understanding of the company's current status.

Risk Assessment

Risk Level: low — The filing is a standard 8-K for reporting events and financial statements, with no immediate indication of negative news or significant financial changes.

Key Players & Entities

• Applied Digital Corp. (company) — Registrant
• Applied Blockchain, Inc. (company) — Former company name
• October 31, 2024 (date) — Filing date and earliest event date
• Dallas, TX (location) — Principal executive office location

FAQ

Key Financial Figures

• $375 million — ts private offering (the "Offering") of $375 million aggregate principal amount of its 2.75%
• $75 million — s are first issued, up to an additional $75 million aggregate principal amount of the Conve
• $361.8 million — s of the Offering will be approximately $361.8 million (or approximately $434.5 million if the
• $434.5 million — mately $361.8 million (or approximately $434.5 million if the initial purchasers exercise in f
• $43.1 million — he Company intends to use approximately $43.1 million of the net proceeds from the sale of th
• $52.7 million — capped call transactions, approximately $52.7 million of the net proceeds from the sale of th
• $31.3 million — paid forward transaction, approximately $31.3 million to repurchase shares of its common stoc

Filing Documents

• form8-k.htm (8-K) — 40KB
• ex99-1.htm (EX-99.1) — 40KB
• ex99-1_001.jpg (GRAPHIC) — 6KB
• 0001493152-24-043119.txt ( ) — 269KB
• apld-20241031.xsd (EX-101.SCH) — 3KB
• apld-20241031_lab.xml (EX-101.LAB) — 33KB
• apld-20241031_pre.xml (EX-101.PRE) — 24KB
• form8-k_htm.xml (XML) — 4KB

From the Filing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 October 31, 2024 (Date of earliest event reported) APPLIED DIGITAL CORPORATION (Exact name of registrant as specified in its charter) Nevada 001-31968 95-4863690 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 3811 Turtle Creek Blvd. , Suite 2100 , Dallas , TX 75219 (Address of principal executive offices) (Zip Code) 214 - 427-1704 (Registrant's telephone number, including area code) (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below): Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter). Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock APLD Nasdaq Global Select Market Item 8.01. Other Matters On October 31, 2024, Applied Digital Corporation (the "Company") issued a press release announcing the upsize and pricing of its private offering (the "Offering") of $375 million aggregate principal amount of its 2.75% Convertible Senior Notes due 2030 (the "Convertible Notes"). The Convertible Notes will only be sold to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. The Company also granted to the initial purchasers of the Convertible Notes an option to purchase, within a 13-day period beginning on, and including, the date on which the Convertible Notes are first issued, up to an additional $75 million aggregate principal amount of the Convertible Notes. The Offering is expected to close on November 4, 2024, subject to satisfaction of customary closing conditions. The Company estimates that the net proceeds of the Offering will be approximately $361.8 million (or approximately $434.5 million if the initial purchasers exercise in full their option to purchase additional Convertible Notes), after deducting the initial purchasers' discounts and commissions but before estimated offering expenses payable by the Company. The Company intends to use approximately $43.1 million of the net proceeds from the sale of the Convertible Notes to pay the cost of certain capped call transactions, approximately $52.7 million of the net proceeds from the sale of the Convertible Notes to fund the cost of entering into certain prepaid forward transaction, approximately $31.3 million to repurchase shares of its common stock and the remainder for general corporate purposes. A copy of the press release announcing the pricing of the Offering is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information included in this Current Report on Form 8-K is neither an offer to sell nor a solicitation of an offer to buy any securities. Item 9.01. Financial Statements and Exhibits (d) Exhibits. Exhibit No. Description 99.1 Press release, dated October 31, 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: October 31, 2024 By: /s/ Mohammad Saidal L. Mohmand Name: Mohammad Saidal L. Mohmand Title: Chief Financial Officer