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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 |
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”).
A copy of the press release announcing
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.
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, 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 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 |
|
Press release, dated November 10, 2025, announcing the Offering. |
| 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 |
