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0001144879
0001144879
2026-06-26
2026-06-26
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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
June
26, 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 |
|
(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.
Credit
Agreement
Incremental
Assumption Agreement
On
June 26, 2026, APLD Intermediate HoldCo LLC (the “Borrower”), a Delaware limited liability company and wholly-owned subsidiary
of Applied Digital Corporation, a Nevada corporation (the “Company”), entered into Incremental Assumption Agreement No. 1
(the “Incremental Assumption Agreement”), which modified, as further described below, that certain Credit Agreement, dated
as of May 29, 2026 (the “Closing Date”), by and among the Company, as holdings, the Borrower, the lenders and issuing banks
from time to time party thereto, and First National Bank of Omaha, as administrative agent and collateral agent (the “Original
Credit Agreement” and, as modified by the Incremental Assumption Agreement, the “Credit Agreement”). Capitalized terms
used but not defined herein shall have the meanings ascribed to such terms in the Credit Agreement. The Incremental Assumption Agreement
amends the Original Credit Agreement to, among other things, increase the aggregate principal amount of the revolving credit commitments
under the Original Credit Agreement to $430.0 million which caused the Credit Agreement to become material to the Company and thereby
requires disclosure under this Current Report on Form 8-K.
Material
Terms of the Credit Agreement
The
Credit Agreement provides for a secured revolving credit facility (the “Credit Facility”) in an aggregate principal amount
of up to $430.0 million. The Credit Facility will mature on May 28, 2029, and includes a $430.0 million letter of credit sub-facility,
which reduces overall availability. The Credit Agreement allows the Borrower to increase revolver commitments or draw on term loans under
the Credit Facility up to an aggregate amount not to exceed an additional $120.0 million for a total of $550.0 million.
The
Credit Facility bears interest at a rate equal to (i) an applicable margin, plus (ii) at our option, either (x) the Secured Overnight
Financing Rate for the applicable corresponding tenor (“Term SOFR”) as published by CME Group Benchmark Administration, subject
to a Floor of 0.00% or (y) a base rate determined by reference to the highest of (a) the prime commercial lending rate published by the
Wall Street Journal, (b) the federal funds rate plus 0.50%, (c) the one-month Term SOFR rate plus 1.00% and (d) 1.00%. The applicable
margin will be 2.25%, in the case of Term SOFR-based loans, and 1.25% in the case of base rate-based loans.
The
Credit Facility will be fully and unconditionally guaranteed by the Company and each Restricted Subsidiary of the Company, subject to
customary exceptions. The Credit Agreement contains provisions that facilitate separate financing of data center and related development
projects by project entities.
The
Credit Agreement contains (i) certain customary representations and warranties, (ii) certain customary affirmative covenants, (iii)
certain customary negative covenants and (iv) certain customary events of default, including, among other things, certain events of
bankruptcy. If such an event of default occurs, the lenders under the Credit Agreement could be entitled to terminate the lending
commitments and accelerate amounts due under the Credit Agreement.
The foregoing descriptions of the Original Credit Agreement
and the Incremental Assumption Agreement do not purport to be complete and are qualified in their entirety by reference to the full
text of the Original Credit Agreement and the Incremental Assumption Agreement, copies of which are filed as Exhibits 10.1 and 10.2,
respectively, hereto and incorporated herein by reference herein.
Sixth
Amendment to the Preferred Equity Purchase Agreement
On
June 26, 2026, the Company also entered into the sixth amendment (the “Sixth Amendment”) to the Preferred Equity Purchase
Agreement, dated April 30, 2025, by and between the Company and the investors signatory thereto (as amended from time to time, the “PEPA”)
in order to provide more availability under the PEPA facility.
The
Sixth Amendment amends the PEPA to increase the aggregate commitment amount under the PEPA for the issuance of shares of Series G Convertible
Preferred Stock, par value $0.001 per share (the “Series G Preferred Stock”), from $1,590,000,000 to $2,000,000,000.
The
foregoing description of the Sixth Amendment is qualified in its entirety by reference to the full text of the Sixth Amendment, a form
of which is attached hereto as Exhibit 10.3 and is incorporated in its entirety by reference herein.
Item
2.03 Creation of a Direct Financial Obligation.
The
information set forth under Item 1.01 under the heading “Credit Agreement” above is incorporated by reference into this Item
2.03.
Item
3.02 Unregistered Sales of Equity Securities.
The
offer and sale of the Series G Preferred Stock pursuant to the PEPA, and the shares of Common Stock issuable upon the conversion of the
Series G Preferred Stock, is and will be made in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities
Act of 1933, as amended (the “Securities Act”).
This
Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of any offer to buy the Series G Preferred Stock
or the shares of Common Stock issuable upon the conversion of the Series G Preferred Stock, nor shall there be an offer, solicitation
or sale of the Series G Preferred Stock or the shares of Common Stock issuable upon the conversion of the Series G Preferred Stock in
any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws
of such state.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 10.1** |
|
Credit Agreement, dated as of May 29, 2026, by and between Applied Digital Corporation, APLD Intermediate Holdco LLC, the lenders party thereto, First National Bank of Omaha and Goldman Sachs Lending Partners LLC. |
| 10.2* |
|
Incremental
Assumption Agreement No. 1, dated as of June 26, 2026, by and among Applied Digital Corporation, APLD Intermediate Holdco
LLC, the Subsidiary Guarantors, lenders and each issuing bank party thereto, and First National Bank of Omaha. |
| 10.3* |
|
Form of Sixth Amendment to Preferred Equity Purchase Agreement by and between the Company and the investors signatory thereto. |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
*
The schedules to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby agrees to furnish
supplementally a copy of any omitted schedule to the SEC upon request.
**
Certain portions of the exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K because they are both (i) not material
to investors and (ii) is the type that the registrant treats as private or confidential. The Company agrees to furnish supplementally
an unredacted copy of this exhibit and its materiality and privacy or confidentiality analyses to the Securities and Exchange Commission
upon request.
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:
June 26, 2026 |
By: |
/s/
Saidal L. Mohmand |
| |
Name: |
Saidal
L. Mohmand |
| |
Title: |
Chief
Financial Officer |
