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  4. [8-K] ChronoScale Corp Reports Material Event

ChronoScale (NASDAQ: CHRN) secures $100M credit line from major holder

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

ChronoScale Corporation entered into an unsecured Demand Grid Promissory Note with Applied Digital Corporation, creating a revolving line of credit with a maximum principal amount of $100,000,000, reduced by any credit support Applied Digital or its affiliates provide to ChronoScale and its affiliates.

The company may draw on this line for working capital and general corporate purposes, but no amounts have been borrowed yet. Interest on any outstanding balance will accrue at the short-term Applicable Federal Rate, compounded semiannually, and the note can be prepaid at any time without penalty. The lender can demand repayment in full, and the note is not convertible into ChronoScale common stock.

Applied Digital and its affiliate APLD ChronoScale HoldCo LLC collectively hold approximately 96% of ChronoScale’s outstanding common stock, and several directors serve on both companies’ boards. The note was approved by the Related Party Committees of both boards under their related party policies.

Positive

  • None.

Negative

  • None.

Insights

ChronoScale gains a large insider credit line with related-party safeguards.

ChronoScale now has access to a revolving line of credit of up to $100,000,000 from Applied Digital, with interest tied to the short-term Applicable Federal Rate and no prepayment penalties. This can support working capital needs if accessed.

The facility is unsecured and payable on demand, so Applied Digital controls the timing of any required repayment. Given Applied Digital and its affiliate hold about 96% of ChronoScale’s stock and share multiple directors, governance risk is mitigated in part by approval from Related Party Committees on both boards.

There are currently no advances outstanding, so near-term balance sheet impact depends on future borrowings. Subsequent company filings may detail actual drawdowns, interest expense under the AFR-based rate, and any changes in the relationship between ChronoScale and Applied Digital.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Maximum credit line $100,000,000 Unsecured Demand Grid Promissory Note with Applied Digital
Ownership stake Approximately 96% of common stock Held by Applied Digital and APLD ChronoScale HoldCo LLC
Effective date June 26, 2026 Date the Demand Grid Promissory Note was entered
Interest basis Short-term Applicable Federal Rate Interest on unpaid principal, compounded semiannually
Demand Grid Promissory Note financial
"entered into an unsecured Demand Grid Promissory Note (the “Note”) with Applied Digital"
short-term Applicable Federal Rate financial
"Interest is payable on the unpaid principal amount of the Note at a rate equal to the short-term Applicable Federal Rate"
off-Balance Sheet Arrangement financial
"Creation of Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant"
An off-balance sheet arrangement is a financial commitment or asset that a company keeps out of its main financial statements so it does not show up as a direct asset or liability. Think of it like renting equipment or using a separate storage locker instead of putting the item in your home: the economic effects exist, but they aren’t listed on the company’s primary balance sheet. Investors care because these arrangements can hide risks, obligations or sources of cash flow that affect a company’s true financial strength and future performance.

FAQ

What material agreement did ChronoScale (CHRN) enter on June 26, 2026?
ChronoScale entered an unsecured Demand Grid Promissory Note with Applied Digital. The agreement provides a revolving credit line for up to $100,000,000, adjusted for any credit support Applied Digital or its affiliates provide to ChronoScale and its affiliates.

How large is the new credit facility ChronoScale (CHRN) obtained?
The note provides a maximum principal amount of $100,000,000, reduced by certain credit support. This serves as a revolving line of credit that ChronoScale can draw on for working capital and general corporate purposes, although no advances have been made to date.

What interest rate applies to ChronoScale’s new Demand Grid Note?
Interest on the unpaid principal of the note accrues at the short-term Applicable Federal Rate. This rate, defined in Section 1274(d) of the Internal Revenue Code, is compounded semiannually and will determine ChronoScale’s interest expense on any outstanding borrowings.

Is ChronoScale’s $100 million note with Applied Digital convertible into equity?
The note is not convertible into shares of ChronoScale common stock. It is structured purely as unsecured debt, repayable on demand, with interest based on the short-term Applicable Federal Rate and no equity conversion features described in the agreement.

How much of ChronoScale (CHRN) does Applied Digital and its affiliate own?
Applied Digital and its affiliate APLD ChronoScale HoldCo LLC collectively hold approximately 96% of ChronoScale’s outstanding common stock. This significant ownership ties the lender closely to ChronoScale’s equity, alongside overlapping board memberships at both companies.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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): June 26, 2026

 

CHRONOSCALE CORPORATION

(Exact name of registrant as specified in its charter)

 

Nevada   001-37854   99-0367049
(State or other jurisdiction   (Commission   (IRS Employer
of Incorporation)   File Number)   Identification Number)

 

3811 Turtle Creek Blvd. Suite 2100

Dallas, Texas

   75219
(Address of registrant’s principal executive office)   (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))

 

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, par value $0.001 per share   CHRN   Nasdaq Capital 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.

 

On June 26, 2026 (the “Effective Date”), ChronoScale Corporation, a Nevada corporation (the “Company”), entered into an unsecured Demand Grid Promissory Note (the “Note”) with Applied Digital Corporation, a Nevada corporation (the “Lender”), pursuant to which the Lender made a line of credit available to the Company in the maximum principal amount of $100,000,000 minus the dollar value of any credit support provided by the Lender or its affiliates to the Company and its affiliates. The Company plans to use the proceeds of any borrowings under the Note for working capital and general corporate purposes. To date, there have been no advances under the Note.

 

The principal amount of the Note will be adjusted from time to time to reflect the amounts of any advances made to the Company by the Lender and/or any payments made to the Lender by the Company prior to the Lender’s demand for payment in full of all amounts outstanding. Interest is payable on the unpaid principal amount of the Note at a rate equal to the short-term Applicable Federal Rate (as defined in Section 1274(d) of the Internal Revenue Code of 1986, as amended), compounded semiannually. The Company may prepay all or any portion of the Note, together with any accrued but unpaid interest thereon, at any time without penalty or premium. The Note is not convertible into shares of common stock, par value $0.001 per share, of the Company (the “Common Stock”).

 

As previously disclosed, APLD Intermediate HoldCo LLC, a Delaware limited liability company (“APLD Intermediate”) is a wholly-owned subsidiary of the Lender. APLD ChronoScale HoldCo LLC, a Delaware limited liability company (the “Contributor”) is a wholly-owned subsidiary of APLD Intermediate. The Lender and the Contributor hold an aggregate of approximately 96% of the outstanding shares of Common Stock of the Company. Wes Cummins, Ella Benson, Douglas Miller and Richard Nottenburg each serve on the board of directors of the Company (the “Company Board”) and on the board of directors of the Lender (the “Lender Board”). Mr. Cummins also serves as the Chief Executive Officer of the Lender and is the Chairman of the Lender Board. The execution, delivery and performance of the Note were approved by the Related Party Committee of the Company Board, as well as the Related Party Committee of the Lender Board, each in accordance with the Related Party Policies of the Company and the Lender.

 

The foregoing description of the Note is qualified in its entirety by reference to the full text of the Note, a copy of which is attached to this report as Exhibit 4.1 and is incorporated herein by reference.

 

Item 2.03 Creation of Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

Reference is made to the disclosure set forth under Item 1.01 above, which disclosure is incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit   Description
4.1   Demand Grid Note, dated June 26, 2026 by and between Applied Digital Corporation and ChronoScale Corporation.
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.

 

Dated: June 26, 2026

 

  CHRONOSCALE CORPORATION
                                  
  By: /s/ Jerome Wong
  Name: Jerome Wong
  Title: Chief Financial Officer

 

 

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents

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