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2025-08-14
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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
August
14, 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 |
Item
1.01 Entry into a Material Definitive Agreement.
On
August 14, 2025, Applied Digital Corporation (the “Company”) entered into the first amendment (the “Amendment”)
to the preferred equity purchase agreement (the “PEPA”), dated April 30, 2025, by and between the Company and the investors
signatory thereto, in order to increase its access to capital to fund the continued construction and development of its Polaris Forge
I data center in Ellendale, North Dakota.
The
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 $150 million to $300 million, and (ii)
increase its access to capital by removing the Put Limitation (as defined in the PEPA) that had previously limited the aggregate purchase
price for any Put Issuance (as defined in the PEPA) to no more than $75 million.
The
foregoing description of the Amendment is qualified in its entirety by reference to the full text of the 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 Amendment, and the shares of common stock of the Company, par value $0.001
(the “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.
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
August 14, 2025, the Company filed an amendment (the “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 (the “Certificate of Designations”).
The
Certificate of Designations Amendment amends the Certificate of Designations to, among other things, (i) increase the initial Floor Price
(as set forth in Section 1.5(c)(i) of the Certificate of Designations) to $12.50 from $4.25, and (ii) change the limit below which the
Floor Price may not be reduced (as set forth in Section 1.5(c)(ii) of the Certificate of Designations) to $4.33 from $1.34. The
Floor Price sets the minimum floor for the conversion price of the Series G Convertible Preferred Stock, which price may not be reduced
unless the Company determines to do so in its discretion.
The
foregoing description of the Certificate of Designations Amendment is qualified in its entirety by reference to the full text of the
Certificate of Designations Amendment, a form of which is attached hereto as Exhibit 3.1 and is incorporated in its entirety by reference
herein.
Item
9.01 Financial Statements and Exhibits.
EXHIBIT
INDEX
| 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 August 14,
2025. |
| 10.1 |
|
Form
of First Amendment to Preferred Equity Purchase Agreement, dated August 14, 2025,
by and between the Company and the investors signatory thereto. |
| 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:
August 15, 2025 |
By:
|
/s/
Saidal Mohmand |
| |
Name: |
Saidal
Mohmand |
| |
Title: |
Chief
Financial Officer |
