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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
October
21, 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 |
|
(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.
On
October 21, 2025, Applied Digital Corporation, a Nevada corporation (the “Company”), entered into the fourth amendment
(the “Fourth 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 increase its access to capital to
fund the continued construction and development of its Polaris Forge I and Polaris Forge 2 data centers in Ellendale and Harwood, North
Dakota, as well as general working capital purposes and for transaction expenses.
The
Fourth Amendment amends the PEPA to, among other things: (i) increase the aggregate commitment amount of the shares of Series G Convertible
Preferred Stock, par value $0.001 per share (the “Series G Preferred Stock”), from $590.0 million to $1.590 billion; (ii)
subject to waiver by a majority-in-interest of the investors, (a) set the maximum put issuance amount to $75,000,000 per issuance, (b)
set the limit to one put issuance per seven (7) business day period, and (c) set the maximum aggregate stated value of Series G Preferred
Stock outstanding at any one time to $75,000,000; (iii) increase the original discount from 2% to 3%; (iv) eliminate the placement agent
fee; and (v) eliminate the prohibition on Variable Rate Transactions (as defined in the PEPA).
The
shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) issuable upon conversion of the
Series G Preferred Stock pursuant to the Fourth Amendment are required to be registered for resale as soon as practicable after November
5, 2025, but in no case later than November 12, 2025 (subject to certain exceptions).
The
foregoing description of the Fourth Amendment is qualified in its entirety by reference to the full text of the Fourth Amendment, a form
of which is attached hereto as Exhibit 10.1 and is incorporated in its entirety by reference herein.
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.
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,
nor shall there be an offer, solicitation or sale 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
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
October 21, 2025, in connection with the entry into the Fourth Amendment, the Company filed an amendment (the “Fifth Certificate
of Designations Amendment”) to the Certificate of the Designations, Powers, Preferences and Rights of Series G Convertible Preferred
Stock, originally filed with the Secretary of State of the State of Nevada on April 30, 2025, as amended on each of August 14, 2025,
September 11, 2025, September 25, 2025 and October 14, 2025 (as amended, the “Certificate of Designations”). The Fifth Certificate
of Designations Amendment amends the Certificate of Designations to, among other things, (i) increase the authorized shares of Series
G Preferred Stock from 204,000 shares to 1,030,000 shares, and (ii) increase the limit below which the Floor Price (as defined in Section
1.5(c)(ii) of the Certificate of Designations) may not be reduced from $4.33 to $4.48. In addition, under the Fifth Certificate of Designations
Amendment, the Company’s Board of Directors may increase or decrease the applicable Floor Price with respect to any put, at its
sole discretion.
The
foregoing description of the Fifth Certificate of Designations Amendment is qualified in its entirety by reference to the full text of
the Fifth Certificate of Designations Amendment, which is attached hereto as Exhibits 3.1, and is incorporated in its entirety by reference
herein.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 3.1 |
|
Amendment
to Certificate of the Designations, Powers, Preferences and Rights of Series G Convertible Preferred Stock, filed with the Secretary
of State of the State of Nevada on October 21, 2025. |
| 10.1* |
|
Form
of Fourth Amendment to Preferred Equity Purchase Agreement, dated October 21, 2025, 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.
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:
October 21, 2025 |
By: |
/s/
Saidal L. Mohmand |
| |
Name: |
Saidal
L. Mohmand |
| |
Title: |
Chief
Financial Officer |
