false
0001549084
0001549084
2026-06-26
2026-06-26
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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 |
