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0001144879
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2026-04-10
2026-04-10
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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
April
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 |
Item
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
(e) In
connection with the previously announced proposed transaction pursuant to the Contribution and Exchange Agreement (the
“Contribution and Exchange Agreement”) by and among Ekso Bionics Holdings, Inc. (“EKSO”), APLD Intermediate
Holdco LLC, APLD ChronoScale HoldCo LLC (“HoldCo”), and Applied Digital Cloud Corporation, each a direct or indirect
wholly owned subsidiary of Applied Digital Corporation (the “Company”), on April 9, 2026, APLD ChronoScale Management
LLC (“Management LLC”), an entity formed for the purpose of issuing the equity awards described herein, granted certain
profits interests awards consisting of Management Incentive Plan Units (“MIP Units”) in Management LLC to the following
executive officers of the Company: Wes Cummins, Jason Zhang, Saidal Mohmand and Laura Laltrello (collectively, the
“Executive Officers”). Each of these awards was fully vested upon grant and was granted under a newly adopted APLD
ChronoScale Management LLC Equity Incentive Plan (the “Plan”).
The
Plan provides selected executives, key employees, consultants, independent contractors, board members, advisory board members, and
other service providers of the Holdco group of companies (the “Holdco Group”) with an incentive to participate in the
success and growth of the Holdco Group through awards of MIP Units, which are designed to track the appreciation in the equity of
EKSO to be held by the Company through Holdco.
In the aggregate, the awards to the
Executive Officers represent approximately 5.25% of the EKSO shares of common stock to be issued to Holdco pursuant to the Contribution
and Exchange Agreement.
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:
April 16, 2026 |
By:
|
/s/
Saidal Mohmand |
| |
Name:
|
Saidal
Mohmand |
| |
Title: |
Chief
Financial Officer |
