As
filed with the Securities and Exchange Commission on November 19, 2025
Registration
No. 333-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
S-8
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
APPLIED
DIGITAL CORPORATION
(Exact
name of registrant as specified in its charter)
| Nevada |
|
95-4863690 |
(State
or other jurisdiction of
incorporation
or organization) |
|
(I.R.S.
Employer
Identification
No.) |
| |
|
|
3811
Turtle Creek Boulevard, Suite 2100
Dallas,
TX |
|
75219 |
| (Address
of Principal Executive Offices) |
|
(Zip
Code) |
Applied
Digital Corporation
2024
Omnibus Equity Incentive Plan
(Full
title of the plan)
Wesley
Cummins
Chief
Executive Officer
Applied
Digital Corporation
3811
Turtle Creek Boulevard, Suite 2100
Dallas,
Texas 75219
(Name
and address of agent for service)
Tel:
214-427-1704
(Telephone
number, including area code, of agent for service)
With
a copy to:
Steven
E. Siesser, Esq.
Lowenstein
Sandler LLP
1251
Avenue of the Americas
New
York, New York 10020
Tel:
(212) 204-8688
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large
accelerated filer |
☒ |
Accelerated
filer |
☐ |
| Non-accelerated
filer |
☐ |
Smaller
reporting company |
☐ |
| |
|
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 7(a)(2)(B) of the Securities Act. ☐
INTRODUCTION
This
Registration Statement on Form S-8 (this “Registration Statement”) is filed by Applied Digital Corporation, a Nevada corporation
(the “Company”) for the purpose of registering 15,000,000 additional shares of the Company’s common stock, par value
$0.001 per share (the “Common Stock”), under the Applied Digital Corporation 2024 Omnibus Equity Incentive Plan, as amended
(the “Plan”). On November 5, 2025, at the Company’s annual meeting of stockholders, the Company’s stockholders
approved an amendment to the Plan to increase the number of shares of Common Stock authorized for issuance thereunder by 15,000,000 shares.
The
15,000,000 shares of Common Stock being registered pursuant to this Registration Statement are in addition to the 12,000,000 shares of
Common Stock registered on the Company’s Form S-8 filed on November 26, 2024 (Registration No. 333-283480) (the “Prior Registration
Statement”), comprised of (i) 10,000,000 shares of the Common Stock issuable pursuant to the Plan and (ii) 2,000,000 shares of
the Common Stock that may be issued pursuant to the Plan as a result of the share “recycling” provisions under the Plan.
This
Registration Statement relates to securities of the same class as those to which the Prior Registration Statement relates and is submitted
in accordance with General Instruction E to Form S-8 regarding Registration of additional securities. Pursuant to Instruction R of Form
S-8, the contents of the Prior Registration Statement are incorporated herein by reference and made part of this Registration Statement,
except as amended hereby.
PART
I
INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
The
information specified in Part I of Form S-8 is omitted from this Registration Statement and will be sent or given to employees in accordance
with the provisions of Rule 428(b)(1) of the Securities Act of 1933, as amended (the “Securities Act”).
PART
II
INFORMATION
REQUIRED IN REGISTRATION STATEMENT
Item
3. Incorporation of Documents by Reference.
The
following documents, filed by the Company with the Securities and Exchange Commission (the “Commission”) pursuant to the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated herein by reference and deemed to be a
part hereof:
| (a) |
The
Company’s Annual Report on Form 10-K for the fiscal year ended May 31, 2025, filed with the Commission on July 30, 2025; |
| |
|
| (b) |
The
Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended August 31, 2025, filed with the Commission on October
9, 2025; |
| |
|
| (c) |
The
Company’s Current Reports on Form 8-K filed with the SEC on June 2, 2025, June 20, 2025, August 15, 2025, August 29, 2025,
September 12, 2025, September 26, 2025, October 9, 2025, October 17, 2025, October 21, 2025, November 6, 2025, November 10, 2025,
November 12, 2025 and November 14, 2025 and our Current Reports on Form 8-K/A filed with the SEC on September 3, 2025 (other than
any portions thereof deemed furnished and not filed); |
| |
|
| (d) |
The
Company’s Definitive Proxy Statement on Schedule 14A, filed with the Commission on September 22, 2025; and |
| |
|
| (e) |
The
description of our common stock, par value $0.001 per share, in our Registration Statement on Form 8-A, filed with the Commission
on April 11, 2022, including any amendment or reports filed for the purpose of updating such description, including the Description
of Capital Stock filed as Exhibit 4.14 to our Annual Report on Form 10-K for the year ended May 31, 2025, as filed with the Commission
on July 30, 2025. |
All
documents, reports and definitive proxy or information statements filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d)
of the Exchange Act (other than Current Reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits furnished on such form
that relate to such items) on or after the date of this Registration Statement and prior to the filing of a post-effective amendment
to this Registration Statement that indicates that all securities offered hereby have been sold or that deregisters all securities then
remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of
filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in
any subsequently filed document that also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration
Statement.
Item
8. Exhibits.
| Exhibit
No. |
|
Description |
| 5.1* |
|
Opinion of Snell & Wilmer L.L.P. |
| 10.1 |
|
Applied Digital Corporation 2024 Omnibus Equity Incentive Plan (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the SEC on November 21, 2024). |
| 10.2 |
|
Amendment No. 1 to Applied Digital Corporation 2024 Omnibus Equity Incentive Plan (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the SEC on November 6, 2025) |
| 23.1* |
|
Consent of Independent Registered Public Accounting Firm (Marcum LLP). |
| 23.2* |
|
Consent of Independent Registered Public Accounting Firm (CBIZ CPAs P.C.). |
| 23.2* |
|
Consent of Snell & Wilmer L.L.P. (included in Exhibit 5.1). |
| 24.1* |
|
Power of Attorney (included on signature page). |
| 107* |
|
Filing Fee Table. |
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Dallas, Texas, on the 19th day of November, 2025.
| |
APPLIED
DIGITAL CORPORATION |
| |
|
|
| |
By: |
/s/
Wes Cummins |
| |
Name: |
Wes
Cummins |
| |
Title: |
Chief
Executive Officer and Chairman |
POWER
OF ATTORNEY
KNOW
ALL PERSONS BY THESE PRESENTS, that each of Applied Digital Corporation, a Nevada corporation (the “Company”), and the undersigned
Directors and Officers of the Company hereby constitute and appoint Wes Cummins and Saidal L. Mohmand as the Company’s or such
Director’s or Officer’s true and lawful attorneys-in-fact and agents, for the Company or such Director or Officer and in
the Company’s or such Director’s or Officer’s name, place and stead, in any and all capacities, with full power to
act alone, to sign any and all amendments to this Registration Statement, and to file each such amendment to this Registration Statement,
with all exhibits thereto, and any and all documents in connection therewith, with the Securities and Exchange Commission, hereby granting
unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform any and all acts and things requisite
and necessary to be done in connection therewith, as fully to all intents and purposes as the Company or such Director or Officer might
or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them may lawfully do or
cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities
and on the date indicated.
| Signature |
|
Title |
|
Date |
| |
|
|
|
|
| /s/
Wes Cummins |
|
Chief
Executive Officer and Chairman |
|
November
19, 2025 |
| Wes
Cummins |
|
(Principal
Executive Officer) |
|
|
| |
|
|
|
|
| /s/
Saidal L. Mohmand |
|
Chief
Financial Officer |
|
November
19, 2025 |
| Saidal
L. Mohmand |
|
(Principal
Financial Officer and Principal Accounting Officer) |
|
|
| |
|
|
|
|
| /s/
Chuck Hastings |
|
Director |
|
November
19, 2025 |
| Chuck
Hastings |
|
|
|
|
| |
|
|
|
|
| /s/
Douglas Miller |
|
Director |
|
November
19, 2025 |
| Douglas
Miller |
|
|
|
|
| |
|
|
|
|
| /s/
Richard Nottenburg |
|
Director |
|
November
19, 2025 |
| Richard
Nottenburg |
|
|
|
|
| |
|
|
|
|
| /s/
Rachel Lee |
|
Director |
|
November
19, 2025 |
| Rachel
Lee |
|
|
|
|
| |
|
|
|
|
| /s/
Ella Benson |
|
Director |
|
November
19, 2025 |
| Ella
Benson |
|
|
|
|
