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2025-08-28
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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): August 28, 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
1.01 Entry into a Material Definitive Agreement.
Datacenter
Lease
As
previously disclosed, in the first fiscal quarter of 2025, CoreWeave, Inc. (“CoreWeave”) exercised its option for an additional
150MW of hosting capacity at Applied Digital Corporation’s (the “Company”) 400 MW Ellendale, North Dakota datacenter
campus (“Polaris Forge 1”). Accordingly, on August 28, 2025, APLD ELN-02 C LLC, a subsidiary of the Company,
and CoreWeave entered into a third datacenter lease (the “Building 4 Lease”) for the full capacity of Building 4 at Polaris
Forge 1 (“Building 4”), a 150MW data center to be constructed by the Company. The Building 4 Lease brings the total
capacity leased by CoreWeave at Polaris Forge 1 to 400MW. Building 4 is currently in the design phase and is expected to be service-ready
in mid 2027.
The
Building 4 Lease has substantially the same terms and conditions as the two other datacenter leases entered into by and between
the Company and CoreWeave at Polaris Forge 1, as described in the Company’s Current Report on Form 8-K, filed with the Securities
and Exchange Commission (“SEC”) on June 2, 2025 and incorporated by reference herein. The total contract value for the initial
approximately fifteen (15)-year term of the Building 4 Lease is expected to be approximately $4.0 billion. The Company has guaranteed
the obligations of APLD ELN-02 C LLC under the Building 4 Lease.
The
foregoing description of the Building 4 Lease does not purport to be complete and is qualified in its entirety by reference to the full
text of the Building 4 Lease, which will be filed as Exhibit 10.1 to an amendment to this Current Report on Form 8-K.
Warrants
On
August 28, 2025, in connection with the entry into the Building 4 Lease, the Company issued to CoreWeave a warrant (the “Building
4 Warrant”) to acquire up to 8,393,611 shares (the “Building 4 Warrant Shares”) of the Company’s common stock,
par value $0.001 per share (“Common Stock”) at an exercise price of $10.75 per share, subject to adjustment in accordance
with the terms and conditions set forth in the Building 4 Warrant. The Building 4 Warrant is on the same Form of Warrant as the initial
warrant issued to CoreWeave on May 28, 2025, in connection with the datacenter leases entered into for Building 2 and Building 3. The
Building 4 Warrant is subject to certain limitations in order to comply with Nasdaq Listing Rules.
The
foregoing description of the Building 4 Warrant does not purport to be complete and is qualified in its entirety by reference
to the Form of Warrant, filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed with the SEC on June 2, 2025 and
incorporated herein by reference.
Item
3.02 Unregistered Sales of Equity Securities.
The
information set forth in “Item 1.01 Entry into a Material Definitive Agreement” relating to the issuance of the Building
4 Warrant and the underlying Building 4 Warrant Shares is incorporated by reference herein in its entirety.
The
Building 4 Warrant has not been, and the Building 4 Warrant Shares when issued will not be, registered under the Securities Act of 1933,
as amended (the “Securities Act”) or under any state securities law and were offered and issued, as applicable, in reliance
upon the exemption from the registration requirements of the Securities Act set forth in Section 4(a)(2) thereof. The Company agreed
to file a resale registration statement with the SEC to register the resale of the Building 4 Warrant Shares pursuant to a Registration
Rights Agreement, dated May 28, 2025, between the Company and CoreWeave, filed as Exhibit 10.3 to the Company’s Current Report
on Form 8-K, filed with the SEC on June 2, 2025, and incorporated herein by reference.
Item
8.01 Other Events.
On
August 28, 2025, the Company issued a press release (the “Press Release”) announcing the execution of the Building
4 Lease and issuance of the Building 4 Warrant. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form
8-K and is incorporated herein by reference.
Forward-Looking
Statements
This
Current Report on Form 8-K and other reports filed by the Company from time to time with the SEC 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,”
“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 datacenter leases with CoreWeave, including
Building 4 Lease and Polaris Forge 1 development, (ii) statements about the high performance compute industry, (iii) statements of Company
plans and objectives, including our evolving business model, or estimates or predictions of actions by suppliers, (iv) statements of
future economic performance, (v) statements of assumptions underlying other statements and statements about the Company or its business
and (vi) the Company’s plans to obtain future project financing. 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 Polaris
Forge 1; changes to artificial intelligence and high performance compute infrastructure needs and their impact on future plans; costs
related to high performing compute operations and strategy; our ability to timely deliver any services required in connection with completion
of installation under the datacenter leases with CoreWeave, including the Building 4 Lease; our ability to raise additional capital to
fund the ongoing data center construction and operations; our ability to obtain financing of the datacenter leases with CoreWeave, including
the Building 4 Lease, 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 datacenter leases with CoreWeave,
including the Building 4 Lease; our ability to timely and successfully build new 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 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. Information
in this Current Report on Form 8-K 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 August 29, 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: |
August
29, 2025 |
By: |
/s/
Saidal L. Mohmand |
| |
|
Name: |
Saidal
L. Mohmand |
| |
|
Title: |
Chief
Financial Officer |
