true
0001144879
0001144879
2026-03-10
2026-03-10
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K/A
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
March 10, 2026
(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 Boulevard, Suite 2100, Dallas, Texas |
|
75219 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
214-427-1704
(Registrant’s
telephone number, including area code)
N/A
(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 |
EXPLANATORY
NOTE
This
Current Report on Form 8-K/A amends the Current Report on Form 8-K filed by Applied Digital Corporation, a Nevada corporation (the “Company,”
“us”) with the Securities and Exchange Commission (the “SEC”) on March 10, 2026 (the “Original 8-K”)
to disclose satisfaction of the ESA Condition with respect to the 6.75% Senior Secured Notes due 2031 (the “notes”)
described therein. Capitalized terms used but not defined herein shall have the same meaning assigned to them in the Original 8-K or
the Escrow Agreement, as applicable.
Item
1.01 Entry into a Material Definitive Agreement.
Satisfaction
of Escrow Arrangements and Release of Funds
As
previously reported, on March 10, 2026, APLD ComputeCo 2 LLC, a subsidiary of the Company (the “Issuer”), completed its private
offering of the notes, the material terms of which are described in the Original 8-K. Pursuant to the Escrow Agreement, the Issuer deposited
an amount in cash equal to the gross proceeds from the offering of the notes into the Escrow Account until the satisfaction of the ESA
Condition and occurrence of certain events described therein.
On
June 17, 2026, having satisfied the ESA Condition, the Issuer executed and delivered to the Escrow Agent an Escrow Release Certificate
to direct the Escrow Agent to release the funds in the Escrow Account to the Issuer and apply such funds in accordance with the Escrow
Agreement and the Indenture.
Forward-Looking
Statements
Statements
in this Current Report on Form 8-K/A about future expectations, plans, and prospects, as well as any other statements regarding matters
that are not historical facts, may constitute “forward-looking statements” within the meaning of The Private Securities Litigation
Reform Act of 1995. These statements include, but are not limited to, the anticipated use of any proceeds from the offering, and the
terms of the notes. The words “anticipate,” “believe,” “continue,” “could,” “estimate,”
“expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,”
“should,” “target,” “will,” “would,” and similar expressions are intended to identify
forward-looking statements, although not all forward-looking statements contain these identifying words. Actual results may differ materially
from those indicated by such forward-looking statements as a result of various important factors, including uncertainties related to
market conditions, the other factors discussed in the “Risk Factors” section of the Company’s Annual Report on Form
10-K filed with the SEC on July 30, 2025 and the risks described in other filings that the Company may make from time to time with the
SEC. Any forward-looking statements contained in this Current Report on Form 8-K speak only as of the date hereof, and the Company specifically
disclaims any obligation to update any forward-looking statement, whether as a result of new information, future events, or otherwise,
except to the extent required by applicable law.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
|
APPLIED
DIGITAL CORPORATION |
| |
|
|
|
| Date: |
June
17, 2026 |
By: |
/s/
Saidal L. Mohmand |
| |
|
Name: |
Saidal
L. Mohmand |
| |
|
Title: |
Chief
Financial Officer |
