Applied Digital Corp. Files 8-K: Agreements, Obligations, and Equity Sales

TL;DR

Applied Digital Corp. filed an 8-K detailing new agreements, financial obligations, and equity sales.

AI Summary

Applied Digital Corp. announced on September 9, 2025, that it entered into a material definitive agreement. The company also reported the creation of a direct financial obligation and unregistered sales of equity securities. The filing indicates amendments to its articles of incorporation or bylaws and a change in its fiscal year.

Why It Matters

This 8-K filing signals significant corporate actions by Applied Digital Corp., including new financial obligations and equity transactions, which could impact its financial structure and shareholder value.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements, financial obligations, and unregistered equity sales, which can introduce financial and operational risks.

Key Players & Entities

• Applied Digital Corp. (company) — Filer of the 8-K report
• September 9, 2025 (date) — Earliest event date reported
• NV (state) — State of incorporation
• Dallas (city) — Business and mail address city
• 75219 (zip_code) — Business and mail address zip code

FAQ

Key Financial Figures

• $50 million — ote provides for a principal sum of (a) $50 million (the "Initial Loan"), which was drawn o
• $25 million — ggregate principal amount not to exceed $25 million (the "Additional Loans" and together wi
• $0.001 — Convertible Preferred Stock, par value $0.001 per share (the "Series G Preferred Stoc
• $300 million — e (the "Series G Preferred Stock") from $300 million to $450 million. The foregoing descri
• $450 million — Preferred Stock") from $300 million to $450 million. The foregoing description of the Ame

Filing Documents

• form8-k.htm (8-K) — 62KB
• ex3-1.htm (EX-3.1) — 12KB
• ex10-1.htm (EX-10.1) — 260KB
• ex10-2.htm (EX-10.2) — 85KB
• ex10-3.htm (EX-10.3) — 336KB
• ex10-4.htm (EX-10.4) — 27KB
• 0001493152-25-013210.txt ( ) — 1097KB
• apld-20250909.xsd (EX-101.SCH) — 3KB
• apld-20250909_lab.xml (EX-101.LAB) — 33KB
• apld-20250909_pre.xml (EX-101.PRE) — 22KB
• 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 September 9, 2025 (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 (Commission (IRS Employer of incorporation) File Number) 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 1.01 Entry into a Material Definitive Agreement. Promissory Note On September 9, 2025 (the "Closing Date"), APLD FAR-01 LLC (the "Borrower"), a Delaware limited liability company and a subsidiary of Applied Digital Corporation, a Nevada corporation (the "Company") entered into a promissory note (the "Promissory Note") with Macquarie Equipment Capital, Inc., a Delaware corporation (the "Lender"). The Promissory Note provides for a principal sum of (a) $50 million (the "Initial Loan"), which was drawn on the Closing Date, plus (b) subject to the mutual consent of the Borrower and the Lender, additional loans in an aggregate principal amount not to exceed $25 million (the "Additional Loans" and together with the Initial Loan, the "Loan"). The Loan shall bear interest at 8.0% per annum, unless an Event of Default (as defined therein) has occurred and is continuing, in which case, the Secured Obligations (as defined therein) shall bear interest at the sum of 8.0% per annum plus an additional 1.50% per month (the "Post-Default Rate"). From the Closing Date until the date that is twelve months following the Closing Date (the "PIK Period"), accrued interest will be paid in kind, with such payment in kind being capitalized to principal monthly and at such other times as may be specified in the Promissory Note. After the PIK Period, accrued interest will be paid in cash, provided that (i) the Post-Default Rate interest is payable in cash on demand and (ii) accrued interest on any principal amount repaid or prepaid is payable on the date of such repayment or prepayment. The Promissory Note matures on the earliest of (i) the date of acceleration of the Loan, (ii) February 1, 2026, if the 200 MW Lease Execution (as defined therein) has not occurred on or before October 31, 2025, or (iii) September 9, 2027. The Loan will accelerate and the Borrower must mandatorily prepay the full outstanding principal balance of the Promissory Note, together with accrued interest to the date of prepayment on the principal amount prepaid and any other amounts then due and payable, upon the occurrence of any of the following conditions: (a) a Change of Control (as defined therein), (b) within ninety (90) days following the occurrence of the 200 MW Lease Execution, and (c) within thirty (30) days following a Qualifying Preference Share Issuance (as defined therein). The Borrower may voluntarily prepay all or part of the Promissory Note at any time with no less than three (3) business days' notice with accrued interest to the date of prepayment on the principal amount prepaid, so long as, with respect to the portion of the Loan then being prepaid, in each case, such prepayment is accompanied by the payment of amounts sufficient to achieve a rate of return that equals or exceeds 1.10 to 1.00. The same 1.10x return hurdle applies to repayment at maturity. Amounts repaid under the Promissory Note will not be available to be re-bor