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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): November 12, 2025
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 Blvd., Suite 2100 |
|
|
| Dallas,
TX |
|
75219 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: 214-427-1704
(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:
| ☐ |
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)) |
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 |
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. ☐
Item
8.01 Other Events.
Press
Release
On November 12,
2025, Applied Digital Corporation (the “Company”) issued a press release announcing anticipated additional equity financing
to support the continued build-out of its Polaris Forge 1 and Polaris Forge 2 AI Factory campuses, as well as an additional $65 million
in financing through a revolving credit agreement with First National Bank of Omaha. A copy of the press release is attached hereto as
Exhibit 99.1 and is incorporated herein by reference.
Forward
Looking Statements
This
Current Report on Form 8-K contains “forward-looking statements” as defined in the Private Securities Litigation Reform Act
of 1995 regarding, among other things, future operating and financial performance, product development, market position, business strategy
and objectives and future financing plans. These statements use words, and variations of words, such as “will,” “continue,”
“build,” “future,” “increase,” “drive,” “believe,” “look,” “ahead,”
“confident,” “deliver,” “outlook,” “demonstrates,” “expect,” “project”
and “predict.” Other examples of forward-looking statements may include, but are not limited to, (i) statements that reflect
perspectives and expectations regarding the initial lease agreements, the new lease agreement, and current and future campus development,
(ii) statements about the HPC industry, (iii) statements of Company plans and objectives, including our evolving business model, or estimates
or predictions of actions by suppliers and current and potential customers, (iv) statements of future economic performance, (v) statements
regarding completion of the senior secured notes offering, and (vi) statements of assumptions underlying other statements and statements
about the Company or its business. You are cautioned not to rely on these forward-looking statements. These statements are based on current
expectations of future events and thus are inherently subject to uncertainty. If underlying assumptions prove inaccurate or known or
unknown risks or uncertainties materialize, actual results could vary materially from the Company’s expectations and projections.
These risks, uncertainties, and other factors include: our ability to complete construction of the Polaris Forge 1 and Polaris Forge
2 data centers; our ability to price and close the notes offering; changes to AI and HPC infrastructure needs and their impact on future
plans; risks associated with the leasing business, including those associated with counterparties; costs related to the HPC operations
and strategy; our ability to timely deliver any services required in connection with completion of installation under our lease agreements;
our ability to raise additional capital to fund ongoing and future data center construction and operations; our ability to obtain financing
of the lease agreements on acceptable financing terms, or at all; our dependence on principal customers, including our ability to execute
and perform our obligations under our leases with key customers, including without limitation, the lease agreements; our ability to timely
and successfully build hosting facilities with the appropriate contractual margins and efficiencies; power or other supply disruptions
and equipment failures; the inability to comply with regulations, developments and changes in regulations; cash flow and access to capital;
availability of project and other financing to continue to grow our business; decline in demand for our products and services; maintenance
of third party relationships; and conditions in the debt and equity capital markets. A further list and description of these risks, uncertainties
and other factors can be found in the company’s most recently filed Annual Report on Form 10-K and Quarterly Report on Form 10-Q,
including in the sections captioned “Forward-Looking Statements” and “Risk Factors,” and in the company’s
subsequent filings with the Securities and Exchange Commission. Copies of these filings are available online at www.sec.gov, on the Company’s
website (www.applieddigital.com) under “Investors,” or on request from the Company. Information in this release is as of
the dates and time periods indicated herein, and the Company does not undertake to update any of the information contained in these materials,
except as required by law.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press Release, dated November 12, 2025. |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
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: |
November
12, 2025 |
By: |
/s/
Saidal L. Mohmand |
| |
|
Name: |
Saidal
L. Mohmand |
| |
|
Title: |
Chief
Financial Officer |
