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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
November
10, 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 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 |
| Item
7.01. | Regulation
FD Disclosure. |
As
previously disclosed, on November 10, 2025, Applied Digital Corporation (the “Company”) issued a press release announcing
the intention of APLD ComputeCo LLC, its subsidiary, to offer, subject to market conditions and other factors, $2.35 billion aggregate
principal amount of senior secured notes due 2030 in a private offering to persons reasonably believed to be qualified institutional
buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the
United States to non-U.S. persons in reliance on Regulation S under the Securities Act (the “Offering”).
In
connection with the Offering, the Company released certain slides from an investor presentation that will be used by the Company in connection
with investor meetings. A copy of the selected slides from the investor presentation is attached hereto as Exhibit 99.1 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.
The
information contained in Item 7.01 of this Current Report on Form 8-K (as well as in Exhibit 99.1 attached hereto) is furnished
and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), or otherwise subject to the liabilities of that Section, and such information shall not be deemed to be
incorporated by reference into any of the Company’s filings under the Securities Act or the Exchange Act.
Cautionary
Note Regarding Forward-Looking Statements
Statements
in this Current Report on Form 8-K 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, statements relating to the completion, size and timing of the Offering,
the anticipated use of any proceeds from the Offering, the terms of the notes and anticipated future events. 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 and the completion of the Offering
on the anticipated terms or at all, the other factors discussed in the “Risk Factors” section of the Company’s Annual
Report on Form 10-K filed with the Securities and Exchange Commission (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.
| Item
9.01. | Financial
Statements and Exhibits. |
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| |
|
|
| 99.1 |
|
Selected Slides from Investor Presentation, dated November 10, 2025. |
| 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:
November 10, 2025 |
By:
|
/s/
Saidal Mohmand |
| |
Name: |
Saidal
Mohmand |
| |
Title: |
Chief
Financial Officer |
