As
filed with the Securities and Exchange Commission on October 23, 2024
Registration
No. 333-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-1
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
APPLIED
DIGITAL CORPORATION
(Exact
name of registrant as specified in its charter)
| Nevada |
|
7374 |
|
95-4863690 |
(State
or other jurisdiction of
incorporation
or organization) |
|
(Primary
Standard Industrial
Classification
Code Number) |
|
(I.R.S.
Employer
Identification
Number) |
3811
Turtle Creek Blvd., Suite 2100
Dallas,
Texas 75219
(214)
427-1704
(Address,
including zip code, and telephone number, including
area
code, of registrant’s principal executive offices)
Wes
Cummins
Chief
Executive Officer
Applied
Digital Corporation
3811
Turtle Creek Blvd., Suite 2100
Dallas,
Texas 75219
(214)
427-1704
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
Copies
to:
Steven
E. Siesser, Esq.
Lowenstein
Sandler LLP
1251
Avenue of the Americas
New
York, New York 10020
Telephone:
(212) 204-8688
Approximate
date of commencement of proposed sale to the public:
From
time to time, as determined by the selling stockholder, after this Registration Statement becomes effective.
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, check the following box. ☒
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering. ☐
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If
this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
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. ☐
The
Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective
in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date
as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
The information in this preliminary prospectus
is not complete and may be changed. The Selling Stockholder may not resell these securities until the registration statement filed with
the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and nor is it
a solicitation of offers to buy these securities in any state where the offer or sale is not permitted.
| PRELIMINARY PROSPECTUS |
SUBJECT TO COMPLETION |
DATED OCTOBER 23, 2024 |
Warrants to
Purchase up to 2,964,917 Shares of Common Stock
2,964,917
Shares of Common Stock Underlying the Warrants
This
prospectus relates to the resale of warrants (the “Warrants”) to purchase up to 2,964,917 shares of common
stock, par value $0.001 per share (the “Common Stock”) of Applied Digital Corporation (the “Company,” “we,”
“our” or “us”) by the selling stockholder listed in this prospectus or its permitted transferees (the “Selling
Stockholder”). The Warrants were issued to the Selling Stockholder in connection with, and pursuant to the terms of, that
certain Promissory Note, dated June 7, 2024, by and between APLD Holdings 2 LLC, our subsidiary (“APLD Holdings”), and the
Selling Stockholder (the “Promissory Note”), and that certain Waiver Agreement, dated August 11, 2024, by and between APLD
Holdings and the Selling Stockholder (the “Waiver Agreement”). This offering also relates to (and this prospectus covers)
the resale by the Selling Stockholder of up to 2,964,917 shares of Common Stock issuable upon the exercise of the Warrants
(the “Warrant Shares”).
The
Warrants are immediately exercisable for shares of our Common Stock in whole or in part, at an exercise price of $4.8005
per share and may be exercised for a period of five years following the issuance date.
The
Warrants were issued to the Selling Stockholder in a private placement offering (the “Private Placement”).
For additional information about the Private Placement, see “Private Placement” on page 11 of
this prospectus.
We
will not receive any proceeds from the resale or other disposition of the Warrants or the Warrant Shares by the Selling Stockholder.
See “Use of Proceeds” beginning on page 16 and “Plan of Distribution” beginning
on page 17 of this prospectus for more information. Although we have been advised by the Selling Stockholder that
the Selling Stockholder holds the Warrants and the Warrant Shares for its own account, for investment purpose in which
it takes investment risk (including, without limitation, the risk of loss), and without any view or intention to distribute such Warrants
or the Warrant Shares in violation of the Securities Act of 1933, as amended (the “Securities Act”), or any other applicable
securities laws, the Securities and Exchange Commission (the “SEC”) may take the position that the Selling Stockholder is
deemed an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act and any profits on the sales of the
Warrants or the Warrant Shares by the Selling Stockholder and any discounts, commissions or concessions received by the Selling
Stockholder are deemed to be underwriting discounts and commissions under the Securities Act.
There
is currently no public market for the Warrants. We do not intend to apply for listing of the Warrants on a national securities
exchange or over the counter market.
Our
Common Stock is listed on The Nasdaq Global Select Market, or Nasdaq, under the symbol “APLD.” On October 22, 2024,
the last reported sale price of our Common Stock as reported on Nasdaq was $9.13.
You
should read this prospectus carefully, together with additional information described under the headings “Incorporation of Certain
Information by Reference” and “Where You Can Find More Information,” before you invest in any of our securities.
An
investment in our securities involves a high degree of risk. Before deciding whether to invest in our securities, you should consider
carefully the risks and uncertainties described in our Annual Report on Form 10-K for the fiscal year ended May 31, 2024, filed with
the SEC on August 30, 2024, and the other filings we make with the SEC from time to time, which are incorporated by reference herein
in their entirety, together with other information in this prospectus and the information incorporated by reference herein.
Neither
the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful
or complete. Any representation to the contrary is a criminal offense.
The
date of this prospectus is , 2024.
TABLE
OF CONTENTS
ABOUT
THIS PROSPECTUS
This
prospectus forms part of a registration statement that we filed with the SEC, and that includes exhibits that provide more detail of
the matters discussed in this prospectus. You should read this prospectus and the related exhibits filed with the SEC, together with
the additional information described under the headings “Where You Can Find More Information” and “Incorporation
of Certain Information by Reference” before making your investment decision.
You
should rely only on the information provided in this prospectus or in a prospectus supplement or any free writing prospectuses or amendments
thereto. Neither we, nor the Selling Stockholder, have authorized anyone else to provide you with different information. If anyone provides
you with different or inconsistent information, you should not rely on it. You should assume that the information in this prospectus
is accurate only as of the date hereof. Our business, financial condition, results of operations and prospects may have changed since
that date.
Neither
we, nor the Selling Stockholder, are offering to sell or seeking offers to purchase these securities in any jurisdiction where the offer
or sale is not permitted. We have not done anything that would permit this offering or possession or distribution of this prospectus
in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who
come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the securities
as to distribution of the prospectus outside of the United States.
PROSPECTUS
SUMMARY
This
summary highlights information contained elsewhere in this prospectus and the documents incorporated by reference herein. This summary
does not contain all of the information that you should consider before deciding to invest in our securities. You should read this entire
prospectus carefully, including the section entitled “Risk Factors” beginning on page 12, our consolidated financial statements
and the related notes and the other information incorporated by reference into this prospectus before making an investment decision.
Our
Business
We
are a United States (“U.S.”) designer, developer, and operator of next-generation digital infrastructure across North America.
We provide digital infrastructure solutions and cloud services to the rapidly growing industries of High-Performance Computing (“HPC”)
and Artificial Intelligence (“AI”). We operate in three distinct business segments, including, Blockchain data center hosting
(the “Data Center Hosting Business”), cloud services through a wholly owned subsidiary (the “Cloud Services Business”)
and HPC data center hosting (the “HPC Hosting Business”), as further discussed below.
We
completed our initial public offering in April 2022 and our Common Stock began trading on Nasdaq on April 13, 2022. In November 2022,
we changed our name from Applied Blockchain, Inc. to Applied Digital Corporation.
Data
Center Hosting Business
Our
Data Center Hosting Business provides energized infrastructure services to crypto mining customers. Our custom-designed data centers
allow customers to rent space based on their power requirements. We currently serve seven crypto mining customers, all of which have
entered into contracts with us ranging from three to five years. This business segment accounts for the majority of the revenue we generate
from our operations (approximately 83% for the fiscal year ended May 31, 2024).
We
currently operate sites in Jamestown and Ellendale, North Dakota, with a total hosting capacity of approximately 286 MW:
●Jamestown,
North Dakota: 106 MW facility.
●Ellendale,
North Dakota: 180 MW facility.
In
March 2021, we executed a strategy planning and portfolio advisory services agreement (the “Services Agreement”) with GMR
Limited, a British Virgin Island limited liability company (“GMR”), Xsquared Holding Limited, a British Virgin Island limited
liability company (“SparkPool”) and Valuefinder, a British Virgin Islands limited liability company (“Valuefinder”
and, together with GMR and SparkPool, the “Service Provider(s)”). Under the Services Agreement, the Service Providers agreed
to provide crypto asset mining management and analysis and assist us in securing difficult-to-obtain mining equipment. Under the terms
of the Services Agreement, we issued 7,440,148 shares of our Common Stock to each of GMR and SparkPool and 3,156,426 shares of our Common
Stock to Valuefinder. In June 2022, SparkPool ceased all operations and forfeited 4,965,432 shares of our Common Stock back to us.
In
March 2022, we decided to terminate our crypto mining operations, shifting our focus and our business strategy to developing the HPC
Hosting Business and our other two business segments (including the Data Center Hosting Business). Each Service Provider advised us concerning
the design and buildout of our hosting operations. We continue to partner with GMR, and other providers as they remain our strategic
equity investors. Our partners have strong relationships across the cryptocurrency ecosystem, which we may leverage to identify leads
for the expansion of our operations and business segments.
Compared
to our previous mining operations, co-hosting revenues are less subject to volatility related to the underlying crypto-asset markets.
We have a contractual ceiling for our energy costs through our Amended and Restated Electric Service Agreement, entered into in September
2023 with a utility in the upper Midwest (the “Electric Service Agreement”). One of the main benefits of the Electric
Service Agreement is the low cost of power for mining. Even before the recently imposed crypto mining restrictions in China, power capacity
available for Bitcoin mining was scarce, especially at scalable sites with over 100 MW of potential capacity. This scarcity of mining
power allows us to realize attractive hosting rates in the current market. The Electric Service Agreement has also enabled us to launch
our hosting business with long-term customer contracts.
In
March 2024, we announced that we entered into a definitive agreement to sell our 200 MW campus in Garden City, TX, to Mara Garden City
LLC, a Delaware limited liability company and subsidiary of Marathon Digital Holdings (Nasdaq: MARA). We completed the sale transaction
on April 1, 2024.
Cloud
Services Business
We
officially launched our Cloud Services Business in May 2023. We operate our Cloud Services Business through our wholly owned subsidiary,
Applied Digital Cloud Corporation (“Applied Digital Cloud”), which provides cloud services to customers, such as AI and machine
learning developers. Our Cloud Services Business specializes in providing GPU computing solutions to empower customers in executing critical
workloads related to AI, machine learning (“ML”), rendering, and other HPC tasks. Our managed hosting cloud service allows
customers to sign service contracts, utilizing our Company-provided equipment for seamless and cost-effective operations.
We
are rolling out multiple GPU clusters, each comprising 1,024 GPUs, which are available for lease by our customers. Additionally, we have
secured contracts with colocation service providers to ensure secure space and energy for our hosting services. Our strategy is to utilize
a blend of third-party colocation and our own HPC data centers to deliver cloud services to our customers.
We
currently rely on a few major suppliers for our products in this business segment: NVIDIA Corp. (“NVIDIA”), Super Micro Computer
Inc. (“Super Micro”), Hewlett Packard Enterprise (“HPE”) and Dell Technologies Inc. (“Dell”). In
May 2023, we partnered with Super Micro, a renowned provider of Application-Optimized Total IT Solutions. Together, we aim to deliver
the Company’s cloud services to our customers. Super Micro’s high-performance server and storage solutions are designed to
address a wide range of computational-intensive workloads. Their next-generation GPU servers are incredibly power-efficient, which is
vital for data centers as the power requirements for large-scale AI models continue to increase. Optimizing the Total Cost of Ownership
(“TCO”) and Total Cost to Environment (“TCE”) is critical for data center operators to ensure sustainable operations.
In
June 2023, we announced a partnership with HPE, a global company specializing in edge-to-cloud technology. As part of this collaboration,
HPE will provide its powerful and energy-efficient supercomputers to support large-scale AI through our cloud service. HPE has been supportive
in core design considerations and engineering of Company-owned facilities which will support Applied Digital Cloud’s infrastructure.
In addition, we have supply agreements with Dell for delivery of AI and GPU servers.
By
May 31, 2024, the Company had received and deployed a total of 6,144 GPUs; 4,096 GPUs were actively recognizing revenue and 2,048 GPUs
were pending customer acceptance to start revenue recognition. The Cloud Services Business currently serves two customers and accounted
for approximately 17% of our revenue in fiscal year 2024. As we ramp up operations in this business segment, we expect to acquire and
deploy additional GPUs, increase revenue from the Cloud Services Business and increase the percentage of our revenue produced by our
Cloud Services Business.
HPC
Hosting Business
Our
HPC Hosting Business specializes in designing, constructing, and managing data centers tailored to support HPC applications, including
AI.
The
Company is currently building two HPC focused data centers. The first facility, which is nearing completion, is a 7.5 MW facility in
Jamestown, ND location adjacent to the Company’s 106 MW Data center hosting facility. The Company also broke ground on a 100 MW
HPC data center project in Ellendale, ND (the “HPC Ellendale Facility”), on land located adjacent to its existing 180 MW
Data center hosting facility. These separate and unique buildings, designed and purpose-built for GPUs, will sit separate from the Company’s
current buildings and host more traditional HPC applications, such as natural language processing, machine learning, and additional HPC
developments.
We
anticipate that this business segment will begin generating meaningful revenues once the HPC Ellendale Facility becomes operational,
which is expected in calendar year 2025.
Recent
Developments
Withdrawals
of Designation
We
previously designated (i) 70,000 shares of preferred stock as Series A Convertible Preferred Stock (the “Series A Preferred Stock”),
(ii) 50,000 shares of preferred stock as Series B Convertible Preferred Stock (the “Series B Preferred Stock”) and (iii)
1,380,000 shares of preferred stock as Series D Convertible Redeemable Preferred Stock (the “Series D Preferred Stock”).
On
October 21, 2024, we filed withdrawals of designation relating to the Series A Preferred Stock, the Series B Preferred Stock and the
Series D Preferred Stock (the “Withdrawals of Designation”) with the Secretary of State of the State of Nevada and terminated
the designations of the Series A Preferred Stock, the Series B Preferred Stock and the Series D Preferred Stock. At the time of the filing
of the Withdrawals of Designation, no shares of Series A Preferred Stock, Series B Preferred Stock and Series D Preferred Stock were
outstanding. The Withdrawals of Designation were effective upon filing and eliminated from the Company’s Second Amended and Restated
Articles of Incorporation, as amended, all matters set forth in the previously-filed Certificates of Designations with respect to the
previously designated Series A Preferred Stock, Series B Preferred Stock and Series D Preferred Stock.
Management Update
Effective October 15, 2024,
Saidal Mohmand transitioned from his prior role of Executive Vice President of Finance to become the Chief Financial Officer of the Company,
succeeding David Rench, who served as the Company’s Chief Financial Officer from March 2021 and who will continue with the Company
in his new capacity as Chief Administrative Officer.
Series E-1 Preferred Stock
On September
23, 2024, we entered into a Dealer Manager Agreement with Preferred Capital Securities, LLC (the “Dealer Manager”), pursuant
to which the Dealer Manager agreed to serve as our agent and dealer manager for an offering of up to 2,500,000 shares of the Company’s
Series E-1 Redeemable Preferred Stock, par value $0.001 (the “Series E-1 Preferred Stock”). In connection with the issuance
of the Series E-1 Preferred Stock, we filed a registration statement on Form S-1, including a preliminary prospectus, with the SEC under
the Securities Act to register the offer and sale of the Series E-1 Preferred Stock, which registration statement has not yet been declared
effective by the SEC.
PIPE
On September 5, 2024, we entered
into a securities purchase agreement (the “PIPE Purchase Agreement”) with the purchasers named therein (the “PIPE Purchasers”),
for the private placement of 49,382,720 shares of the Company’s Common Stock, at a purchase price of $3.24 per share (the ‘PIPE
Shares”), representing the last closing price of the Common Stock on Nasdaq on September 4, 2024. The private placement closed
on September 9, 2024, with aggregate gross proceeds to the Company of approximately $160 million, before deducting offering expenses.
The Company and the PIPE Purchasers
also entered into a registration rights agreement (the “PIPE Registration Rights Agreement”), pursuant to which we agreed
to prepare and file with the SEC a Registration Statement on Form S-1, registering the resale of the PIPE Shares, within 30 days of signing
the PIPE Registration Rights Agreement (subject to certain exceptions). On October 4, 2024, we filed a registration statement on Form
S-1 (File No. 333-282518) with the SEC for the resale under the Securities Act by the PIPE Purchasers of the Common Stock issued pursuant
to the PIPE Purchase Agreement, which was declared effective by the SEC on October 15, 2024.
Yorkville Amendments
In
connection with the Promissory Note, we also entered into a Consent, Waiver and First Amendment to Prepaid Advance Agreements (the “Consent”)
with YA II PN, LTD. (“YA Fund”). In exchange for YA Fund’s consent to the transaction with the Selling Stockholder,
we agreed to issue an aggregate of 100,000 shares of Common Stock to YA Fund and to conditionally lower the floor price from $3.00 to
$2.00 so long as the daily VWAP is less than $3.00 per share of Common Stock for five out
of seven trading days. We further agreed to deliver a security agreement whereby our subsidiary, Applied Digital Cloud Corporation, would
grant a springing lien on substantially all of its assets subject to customary carve-outs to secure the promissory notes issued in favor
of YA Fund. Pursuant to the Consent, YA Fund also consented to future project-level financing at the HPC Ellendale Facility.
In
addition, pursuant to the terms of the Consent, the Prepaid Advance Agreement entered into between the Company and YA Fund on March 27,
2024 (the “March PPA”) and the Prepaid Advance Agreement entered into between the Company and YA Fund on May 24, 2024 (the
“May PPA”) were amended to provide for prepayment of the convertible unsecured promissory note in the amount of up to $42.1
million issued pursuant to the May PPA (the “May Note” and together with the two convertible unsecured promissory notes in
the amount of up to $50 million issued pursuant to the March PPA (the “March Note” and the “April Note” and collectively,
the “Initial YA Notes”), the “YA Notes”), in pro rata weekly installments of $2.5 million in cash or (at YA Fund’s
sole election) $5.0 million in Common Stock, commencing on July 8, 2024, for so long as either the Registration Statement on Form S-3
filed by the Company on April 15, 2024 or the Registration Statement on Form S-1 filed by the Company on May 31, 2024 (the “May
Registration Statement”) is ineffective, or if the SEC does not declare the May Registration Statement effective by such date.
If elected to be paid in Common Stock, such shares would be issued at 95% of the lowest daily VWAP during the five trading day period
immediately preceding the prepayment date.
In
connection with the Series F Offering (as defined below), the Company entered into a Second Amendment (“Amendment No. 2”)
and a Third Amendment (“Amendment No. 3”) to the March PPA and the May PPA. Pursuant to the terms of Amendment No. 2, the
March PPA, the May PPA, and the Optional Redemption provisions set forth in the YA Notes, were amended such that the Company may only
redeem early a portion or all amounts outstanding under the YA Notes in cash after January 1, 2025. Pursuant to Amendment No. 3, the
March PPA and the May PPA were amended to eliminate the $16.0 million per month conversion limitation that exists in the aggregate across
the YA Notes.
As of the date of this prospectus, approximately $85.9 million outstanding
under the YA Notes has been converted into shares of our Common Stock and $6.9 million remains outstanding across all the YA Notes with
only the March Note left outstanding.
Series F Preferred Stock
On August 29, 2024, we entered
into a securities purchase agreement (the “Series F Purchase Agreement”) with YA II PN, LTD. (“YA Fund”) for
the private placement (the “Series F Offering”) of 53,191 shares of Series F Convertible Preferred Stock of the Company,
par value $0.001 per share (the “Series F Preferred Stock”), including 3,191 shares representing an original issue discount
of 6%. The transaction closed on August 30, 2024, for total proceeds to the Company of $50.0 million, before deducting certain offering
expenses.
Each outstanding share of
Series F Preferred Stock is entitled to receive, in preference to our Common Stock, cumulative dividends (“Preferential Dividends”),
payable quarterly in arrears, at an annual rate of 8.0% of $1,000.00 per share of Series F Preferred Stock (the “Series F Stated
Value”). At our discretion, the Preferential Dividends shall be payable either in cash or in kind or accrue and compound in an
amount equal to 8.0% multiplied by the Series F Stated Value. In addition, each holder of Series F Preferred Stock will be entitled to
receive dividends equal to, on an as-converted to shares of our Common Stock basis, and in the same form as, dividends actually paid
on shares of our Common Stock when, as, and if such dividends are paid on shares our Common Stock. The Series F Preferred Stock will
initially be non-convertible and will only become convertible upon, and subject to, the receipt of shareholder approval. If shareholder
approval is not obtained for any reason, the Series F Preferred Stock will remain non-convertible. We filed the Certificate of Designations,
Powers, Preferences and Rights of the Series F Preferred Stock with the Secretary of State of the State of Nevada on August 30, 2024.
Pursuant to the Purchase
Agreement, YA Fund executed an Irrevocable Proxy, dated August 30, 2024, appointing the Company as proxy to vote in all matters submitted
to the stockholders of the Company for a vote of all shares of the Series F Preferred Stock beneficially owned, directly or indirectly,
by YA Fund in accordance with the recommendation of our board of directors.
We and YA Fund also entered
into a registration rights agreement (the “Series F Registration Rights Agreement”), pursuant to which we agreed to prepare
and file with the SEC a Registration Statement on Form S-1, registering the resale of the shares, within 45 days of signing the Series
F Registration Rights Agreement (subject to certain exceptions). On October 18, 2024, we filed a registration statement on Form S-1 (File No. 333-282707) with the SEC for the resale
under the Securities Act of the Common Stock issued pursuant to the Series F Purchase Agreement.
SEPA
On August 28, 2024, we entered
into a Standby Equity Purchase Agreement with YA Fund, as amended on August 29, 2024 (the “SEPA”). Pursuant to the SEPA,
subject to certain conditions and limitations, we have the option, but not the obligation, to sell to YA Fund, and YA Fund must subscribe
for, an aggregate amount of up to $250.0 million of Common Stock (the “SEPA Aggregate Commitment”), at our request any time
during the commitment period commencing on September 30, 2024, and terminating on the first day of the month next following the 36-month
anniversary of September 30, 2024. The shares of Common Stock issuable pursuant to the SEPA will be offered and sold pursuant to Section
4(a)(2) of the Securities Act.
In connection with the execution
of the SEPA, we agreed to pay a structuring fee (in cash) to YA Fund in the amount of $25,000. Additionally, we agreed to pay a commitment
fee of $2,125,000 to YA Fund (the “Commitment Fee”), payable on the effective date of the SEPA, in the form of the issuance
of 456,287 shares of Common Stock issuable to YA Fund, which Commitment Fee the parties subsequently agreed to satisfy instead in cash
by increasing the principal amount due under the March Note in an equivalent amount. As a result, as of the date of
this prospectus, the principal amount outstanding under the March Note is approximately $6.9 million (inclusive of the $2,125,000 Commitment
Fee).
Pursuant to the SEPA, we
agreed to file a registration statement with the SEC for the resale under the Securities Act by YA Fund of the Common Stock issued under
the SEPA, including the Commitment Shares. We shall not have the ability to request any advances under the SEPA until such resale registration
statement is declared effective by the SEC.
Garden City Release of Escrow Funds
On July 30, 2024, we announced
that the conditional approval requirements related to the release of the escrowed funds from the sale of our Garden City hosting facility
have been met. As of the date of this prospectus, we have received the remaining $25 million of the purchase price, previously held in
escrow pending such conditional approval.
At-the-Market Sales Agreement
On July 9, 2024, we entered
into a Sales Agreement with B. Riley Securities, Inc., BTIG, LLC, Lake Street Capital Markets, LLC, Northland Securities, Inc. and Roth
Capital Partners, LLC (the “Sales Agreement”). Up to $125,000,000 of shares of our Common Stock may be issued if and when
sold pursuant to the Sales Agreement. As of the date of this prospectus, approximately 2.9 million shares of our Common Stock have been
issued and sold under the Sales Agreement for approximate proceeds to us of $16.4 million. As of August 31, 2024, this offering was no
longer active.
Increase
In Authorized Shares
On June 11, 2024, we filed
a Certificate of Amendment (the “Certificate of Amendment”) to our Second Amended and Restated Articles of Incorporation,
as amended (the “Articles of Incorporation”). Pursuant to the Certificate of Amendment, the number of authorized shares of
Common Stock was increased to 300,000,000. The Certificate of Amendment became effective upon filing on June 11, 2024.
CIM
Arrangement
As
described elsewhere in this prospectus, on June 7, 2024, APLD Holdings entered into the Promissory Note with the Selling Stockholder
and, on August 11, 2024, APLD Holdings and the Selling Stockholder entered into the Waiver Agreement. For additional information, see
“Private Placement” on page 11 of this prospectus.
Series
E Preferred Stock
On
May 16, 2024, we entered into a Dealer Manager Agreement (the “Series E Dealer Manager Agreement”) with the Dealer Manager
hereunder pursuant to which the Dealer Manager agreed to serve as the Company’s agent and dealer manager for an offering of up
to 2,000,000 shares of our Series E Redeemable Preferred Stock, par value $0.001 (the “Series E Preferred Stock”). The Company
has closed on several offerings of its Series E Preferred Stock, subsequent to May 31, 2024. As of the date of this prospectus, we sold
301,673 shares of Series E Preferred Stock for net proceeds of approximately $6.9 million. The Series E Dealer Manager Agreement was
terminated upon the termination of the Series E Preferred Stock offering on August 9, 2024.
Corporate
Information
Our
executive office is located at 3811 Turtle Creek Blvd., Suite 2100, Dallas, Texas 75219, and our phone number is (214) 427-1704. Our
principal website address is www.applieddigital.com.
We
make available free of charge through the Investor Relations link on our website access to press releases and investor presentations,
as well as all materials that we file electronically with the SEC, including our annual report on Form 10-K, quarterly reports on Form
10-Q, current reports on Form 8-K and amendments to those reports, filed or furnished pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (the “Exchange Act”) as soon as reasonably practicable after electronically filing such materials with,
or furnishing them to, the SEC. In addition, the SEC maintains an Internet website, www.sec.gov, that contains reports, proxy and information
statements and other information that we file electronically with the SEC.
We
are a “smaller reporting company” as defined in Rule 12b-2 of the Exchange Act and may rely on exemptions from certain disclosure
requirements that are available to smaller reporting companies under the Exchange Act.
THE
OFFERING
| Warrants
offered by the Selling Stockholder |
|
Warrants
to purchase up to 2,964,917 Warrant
Shares. The Warrants are immediately exercisable, in whole or in part, at an exercise price of $4.8005 per share
and may be exercised at any time until the five-year anniversary of the issuance date. This prospectus also relates to the resale
by the Selling Stockholder of up to 2,964,917 Warrant Shares. |
| |
|
|
| Common
Stock outstanding before this offering |
|
215,359,125
shares of Common Stock. |
| |
|
|
| Common
Stock to be outstanding immediately after this offering |
|
218,324,042
shares of our Common Stock, assuming the full
exercise of the Warrants. |
| |
|
|
| Use
of Proceeds |
|
The
Warrants and Warrant Shares to be offered and sold using this prospectus will be offered and sold by the Selling Stockholder
named in this prospectus. Accordingly, we will not receive any proceeds from any sale of Warrants or Warrant Shares of our
Common Stock in this offering. However, we will receive the proceeds of any cash exercise of the Warrants. See “Use
of Proceeds.” |
| |
|
|
| National
Securities Exchange Listing |
|
Our
Common Stock is currently listed on Nasdaq under the symbol “APLD.” There is currently no public market for the Warrants.
We do not intend to apply for listing of the Warrants on a national securities exchange or over the counter market. |
| |
|
|
| Risk
Factors |
|
An
investment in our securities involves a high degree of risk. Please see the section entitled “Risk Factors” beginning
on page 12 of this prospectus. In addition before deciding whether to invest in our securities, you should consider carefully the
risks and uncertainties described in the section captioned “Risk Factors” contained in our Annual Report on Form
10-K for the fiscal year ended May 31, 2024, filed with the SEC on August 30, 2024, and other filings we make with the SEC from time
to time, which are incorporated by reference herein in their entirety, together with other information in this prospectus and the
information incorporated by reference herein. |
PRIVATE
PLACEMENT
On
June 7, 2024, APLD Holdings entered into the Promissory Note with the Selling Stockholder, which provided for an initial borrowing of
$15 million, which was drawn on June 7, 2024, and subsequent borrowings of up to $110 million, subject to the satisfaction of certain
conditions. In addition to the initial borrowing, the Promissory Note includes an accordion feature that allows for up to an additional
$75 million of borrowings. Principal amounts repaid under the Promissory Note will not be available for reborrowing. As of the date of
this prospectus, the total balance outstanding under the Promissory Note is approximately $105 million. As partial consideration for
the loans under the Promissory Note, the Company agreed to issue to the Selling Stockholder warrants to purchase up to an aggregate of
9,265,366 shares of Common Stock. The warrants were issuable in two tranches, (i) for the purchase of up to 6,300,449 shares of Common
Stock (the “Initial Warrants”), and (ii) the Warrants for the purchase of up to 2,964,917 shares of Common
Stock. Pursuant to the terms of the Promissory Note, the Initial Warrants were issued on June 17, 2024 and the Company agreed
to issue the Warrants concurrently with the satisfaction of certain conditions for the subsequent borrowings of up to $110 million.
On
August 11, 2024, APLD Holdings and the Selling Stockholder entered into a Waiver Agreement, whereby the Selling Stockholder agreed to
waive the satisfaction of certain conditions for the subsequent borrowings, allowing the Company to draw an additional $20 million (net
of original discount and fees) of borrowings under the Promissory Note. As partial consideration for the Waiver, the Company agreed to
issue the Warrants in a private placement pursuant to an exemption from the registration requirements of the Securities Act, afforded
by Section 4(a)(2) thereof.
The
Initial Warrants and the Warrants are immediately exercisable, in whole or in part, at an exercise price of $4.8005 per share and may
be exercised at any time until the five-year anniversary of the issuance date, which exercise price may be paid in cash, by net settlement
or by a combination of cash and net settlement but must be exercised by net settlement if no registration covering the exercise of such
warrants remains effective. The Initial Warrants and the Warrants contain customary anti-dilution provisions for corporate actions such
as stock dividends and stock splits.
On
October 8, 2024, we received the final $20.0 million of funding associated with the Promissory Note. As of the date of this prospectus,
the total balance outstanding under the Promissory Note is approximately $125 million.
The
Company also entered into a registration rights agreement with the Selling Stockholder, pursuant to which the Company agreed to
register the resale of the Warrants and the Warrant Shares on Form S-1 (the “Registration Statement”) as soon as practicable
following the issuance of such Warrants, to be declared effective by the SEC prior to the 90th day after the issuance of the Warrants
or the 30th day if the SEC does not review the Registration Statement.
RISK
FACTORS
An
investment in our securities involves a high degree of risk. Before deciding whether to invest in our securities, In addition to the
other information included in this prospectus, you should consider carefully the risks and uncertainties described in the section captioned
“Risk Factors” contained in our Annual Report on Form 10-K for the fiscal year ended May 31, 2024, filed with the SEC on
August 30, 2024, and our other filings we make with the SEC from time to time, which are incorporated by reference herein in their entirety,
together with other information in this prospectus and the information incorporated by reference herein. If any of these risks actually
occurs, our business, financial condition, results of operations or cash flow could suffer materially. In such an event, the trading
price of our shares of Common Stock could decline, and you might lose all or part of your investment. In assessing these risks, you should
also refer to the other information included or incorporated by reference in this prospectus.
Risks
Related to This Offering
There
is no public market for the Warrants being offered in this offering.
There
is no established public trading market for the Warrants being offered in this offering, and we do not expect a market to develop.
In addition, we do not intend to apply to list the Warrants on any securities exchange or nationally recognized trading system.
Without an active market, the liquidity of the Warrants will be limited.
The
Holder of the Warrants purchased in this offering will have no rights as a holder of Common Stock until such holder exercises
such Warrants and acquires our Common Stock.
Until
the holder of the Warrants acquires shares of our Common Stock upon exercise of such Warrants, the holder will have no
rights with respect to the shares of our Common Stock underlying such Warrants. Upon exercise of the Warrants, the
holder will be entitled to exercise the rights of a holder of Common Stock only as to matters for which the record date
occurs after the exercise date. Notwithstanding the foregoing, the holder of the Warrants may be entitled to dividends or other
distributions of the Company’s assets made to the holders of Common Stock in limited circumstances (the “Distribution
Rights”).
The
Warrants being offered are speculative in nature.
Notwithstanding the Distribution Rights, the
Warrants do not confer any rights of Common Stock ownership on its holder, such as voting rights,
but rather merely represents the right to acquire shares of Common Stock at a fixed price for a limited period of time. Moreover, following
this offering, the market value of the Warrants, if any, will be uncertain and there can be no assurance that the market value
of the Warrants will equal or exceed its imputed offering price. The Warrants will not be listed or quoted for trading
on any market or exchange. There can be no assurance that the market price of our Common Stock will ever equal or exceed the exercise
price of the Warrants, and consequently, the Warrants may expire valueless.
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
Except
for historical information, this prospectus contains forward-looking statements made pursuant to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995 under Section 27A of the Securities Act and Section 21E of the Exchange Act. Forward-looking
statements include statements with respect to our beliefs, plans, objectives, goals, expectations, anticipations, assumptions, estimates,
intentions and future performance, and involve known and unknown risks, uncertainties and other factors, which may be beyond our control,
and which may cause our actual results, performance or achievements to be materially different from future results, performance or achievements
expressed or implied by such forward-looking statements. All statements other than statements of historical fact are statements that
could be forward-looking statements. You can identify these forward-looking statements through our use of words such as “may,”
“can,” “anticipate,” “assume,” “should,” “indicate,” “would,”
“believe,” “contemplate,” “expect,” “seek,” “estimate,” “continue,”
“plan,” “point to,” “project,” “predict,” “could,” “intend,”
“target,” “potential” and other similar words and expressions of the future.
There
are a number of important factors that could cause the actual results to differ materially from those expressed in any forward-looking
statement made by us. These factors include, but are not limited to:
●
our ability to complete construction of the Ellendale HPC data center;
●
availability of financing to continue to grow our business;
●
labor and other workforce shortages and challenges;
●
power or other supply disruptions and equipment failures;
●
our dependence on principal customers;
●
the addition or loss of significant customers or material changes to our relationships with these customers;
●
our sensitivity to general economic conditions including changes in disposable income levels and consumer spending
trends;
●
our ability to timely and successfully build new hosting facilities with the appropriate contractual margins and
efficiencies;
●
our ability to continue to grow sales in our hosting business;
●
volatility of cryptoasset prices;
●
uncertainties of cryptoasset regulation policy; and
●
equipment failures, power or other supply disruptions.
The
foregoing does not represent an exhaustive list of matters that may be covered by the forward-looking statements contained herein or
risk factors that we are faced with that may cause our actual results to differ from those anticipated in such forward-looking statements.
The events and circumstances reflected in our forward-looking statements may not be achieved or occur and actual results could differ
materially from those projected in the forward-looking statements. You should review the factors and risks and other information we describe
in our most recent Annual Report on Form 10-K, as well as any amendments thereto reflected in subsequent reports we will file from time
to time with the SEC.
All
forward-looking statements are expressly qualified in their entirety by this cautionary note. You are cautioned to not place undue reliance
on any forward-looking statements, which speak only as of the date of this prospectus or the date of the document incorporated by reference
herein. You should read this prospectus and the documents that we incorporate by reference and have filed as exhibits to the registration
statement, of which this prospectus is a part, completely and with the understanding that our actual future results may be materially
different from what we expect. In light of the significant uncertainties in these forward-looking statements, you should not regard these
statements as a representation or warranty by us or any other person that will achieve our objectives and plans in any specified time
frame, or at all. We have no obligation, and expressly disclaims any obligation, to update, revise or correct any of the forward-looking
statements, whether as a result of new information, future events or otherwise. We have expressed our expectations, beliefs and projections
in good faith and believe they have a reasonable basis. However, we cannot assure you that our expectations, beliefs or projections will
result or be achieved or accomplished.
SELLING
STOCKHOLDER
This
prospectus covers the resale or other disposition by the Selling Stockholder identified in the table below of the Warrants and
the Warrant Shares, consisting of up to an aggregate of 2,964,917 shares of our Common Stock issuable upon the exercise of the Warrants.
The Selling Stockholder acquired the Warrants in the transaction described above under the heading “Private Placement.”
The
Warrants held by the Selling Stockholder contains limitations which prevent the holder from exercising such Warrants if
such exercise would cause the Selling Stockholder, together with certain related parties, to beneficially own a number of shares of Common
Stock which would exceed 9.99% of our then outstanding shares of Common Stock following such exercise, excluding for purposes of such
determination, shares of Common Stock issuable upon exercise of the Initial Warrants and the Warrants which have not been
exercised.
The
table below sets forth, as of October 16, 2024, the following information regarding the Selling Stockholder:
●
the name of the Selling Stockholder;
●
the number of Warrants owned by the Selling Stockholder prior to this offering, without regard to any beneficial ownership limitations
contained in the Warrants;
● the number of Warrants
to be offered by the Selling Stockholder in this offering;
● the number of Warrants
to be owned by the Selling Stockholder assuming the sale of all of the Warrants covered by this prospectus, without regard to any beneficial
ownership limitations contained in the Warrants;
● the percentage of our
issued and outstanding shares of Common Stock to be owned by the Selling Stockholder assuming the sale of all of the Warrants covered
by this prospectus based on the number of shares of Common Stock issued and outstanding
as of October 16, 2024;
●
the number of shares of Common Stock owned by the Selling Stockholder prior to this offering, without regard to any beneficial ownership
limitations contained in the Initial Warrants and the Warrants;
●
the number of shares of Common Stock to be offered by the Selling Stockholder in this offering;
●
the number of shares of Common Stock to be owned by the Selling Stockholder assuming the sale of all of the shares of Common Stock
covered by this prospectus; and
●
the percentage of our issued and outstanding shares of Common Stock to be owned by the Selling Stockholder assuming the sale of all of
the shares of Common Stock covered by this prospectus based on the number of shares of Common Stock issued and outstanding as of October
16, 2024.
Except
as described above, the number of shares of Common Stock beneficially owned by the Selling Stockholder has been determined in accordance
with Rule 13d-3 under the Exchange Act and includes, for such purpose, shares of Common Stock that the Selling Stockholder has the right
to acquire within 60 days of October 16, 2024.
All
information with respect to the Warrants and Common Stock ownership of the Selling Stockholder has been furnished by or on behalf
of the Selling Stockholder. We believe, based on information supplied by the Selling Stockholder, that except as may otherwise be indicated
in the footnotes to the table below, the Selling Stockholder has sole voting and dispositive power with respect to the Warrants and
Warrant Shares reported as beneficially owned by the Selling Stockholder. Because the Selling Stockholder identified in the table
may sell a portion or all of the Warrants and/or Warrant Shares covered by this prospectus, and because there are currently no
agreements, arrangements or understandings with respect to the sale of any of the Warrants, no estimate can be given as to the
portion of Warrants and Warrant Shares available for resale hereby that will be held by the Selling Stockholder upon termination
of this offering. In addition, the Selling Stockholder may have sold, transferred or otherwise disposed of, or may sell, transfer or
otherwise dispose of, at any time and from time to time, the Warrants and shares of Common Stock it beneficially owns in transactions
exempt from the registration requirements of the Securities Act after the date on which it provided the information set forth in the
table below. We have, therefore, assumed for the purposes of the following table, that the Selling Stockholder will sell all of the Warrants
or Warrant Shares that are covered by this prospectus, but will not sell any other shares of Common Stock that it presently beneficially
owns. Except as set forth below, the Selling Stockholder has not held any position or office, or has otherwise had a material relationship,
with us or any of our subsidiaries within the past three years other than as a result of the beneficial ownership of our shares
of Common Stock or other securities.
| Name of Selling Stockholder | |
Warrants Beneficially Owned Prior
to Offering (2) | | |
Warrants Offered Pursuant to this
Prospectus (3) | | |
Warrants Beneficially Owned After
Offering | | |
Percentage of Warrants Beneficially
Owned After Offering
| | |
Common Stock Beneficially Owned
Prior to Offering
(4) | | |
Common Stock Offered Pursuant to
this Prospectus (3) | |
|
Common Stock Beneficially Owned
After Offering | | |
Percentage of Common Stock Beneficially
Owned After Offering
(5) | |
| CIM APLD Lender Holdings, LLC(1) | |
| 2,964,917 | | |
| 2,964,917 | | |
| - | | |
| - | | |
| 9,265,366 | | |
| 2,964,917 | (6) |
|
| 6,300,449 | | |
| 2.8 | % |
(1)
APLD Lender Holdings Parent, LLC (“APLD Lender Holdings Parent”) is the managing member of CIM APLD Lender Holdings, LLC.
The controlling owners of APLD Lender Holdings Parent are CIM Infrastructure Fund III, L.P. (“CIM IF III”) and CIM Applied
Digital Parallel, LLC (“Applied Digital Parallel”). CIM Infrastructure Fund III GP, LLC (“CIM IF III GP”) is
the general partner of CIM IF III. CIM Infrastructure Fund III (Lux) SCSp (“Luxembourg SCSp”) is the majority owner of Applied
Digital Parallel. CIM Infrastructure III GP (Lux), S.a.r.l. (“Luxembourg S.a r.l.”) is the general partner of Luxembourg
SCSp. CIM Group Management, LLC (“CIM Group Management”) is the manager of CIM IF III GP and the sole owner of Luxembourg
S.a r.l. CIM Group Management Holdings, LLC (“CIM Group Management Holdings”) is the sole owner of CIM Group Management.
CIM Group, LLC is the majority owner of CIM Group Management Holdings. The business address of CIM APLD Lender Holdings, LLC is
4700 Wilshire Boulevard, Los Angeles, CA 90010.
(2)
Includes the Warrants to purchase up to 2,964,917 shares of our Common Stock, which were issued in the Private Placement and are being
offered for resale hereby. The Warrants have an exercise price of $4.8005 per share and may be exercised
for a period of five years following the issuance date.
(3)
Assumes the sale of all Warrants or all Warrant Shares offered by the Selling Stockholder pursuant to this prospectus.
(4)
The number of shares beneficially owned prior to
the offering consists of 6,300,449 shares of Common Stock which are issuable upon the exercise
of the Initial Warrants and an additional 2,964,917 shares of Common Stock which are issuable upon the exercise of the Warrants . The actual number of shares that may be acquired by the Selling Stockholder is not currently known. The shares issuable upon exercise
of the Initial Warrants and the Warrants are subject to a beneficial ownership limitation of 9.99%, which limitation restricts
the Selling Stockholder from exercising that portion of the outstanding balance under the Initial Warrants and the Warrants
that would result in the Selling Stockholder and its affiliates owning upon such exercise a number of shares of our Common Stock
in excess of the beneficial ownership limitation, as applicable.
(5) Percentage is based on
215,359,125 shares of Common Stock outstanding as of October 16, 2024 (and rounded to the nearest tenth of a percent) and assumes: (a)
the sale of all Warrants or Warrant Shares offered by the Selling Stockholder pursuant to this prospectus; and (b) the exercise of the Initial Warrants within 60 days hereof.
(6)
Represents the number of Warrant Shares issuable
to the Selling Stockholder pursuant to the terms of the Warrants issued in the Private Placement.
USE
OF PROCEEDS
The
Warrants and Warrant Shares to be offered and sold using this prospectus will be offered and sold by the Selling Stockholder named
in this prospectus. Accordingly, we will not receive any proceeds from any sale of Warrants or Warrant Shares in this offering.
We will pay all of the fees and expenses incurred by us in connection with this registration. However, we will receive the proceeds of
any cash exercise of the Warrants. We intend to use the net proceeds from any cash exercise of the Warrants for working capital
and other general corporate purposes.
PLAN
OF DISTRIBUTION
The
Selling Stockholder of the Common Stock and any of their pledgees, assignees and successors-in-interest may, from time to time, sell
any or all of their Common Stock covered hereby on Nasdaq or any other stock exchange, market or trading facility on which the Common
Stock are traded or in private transactions. These sales may be at fixed or negotiated prices. A Selling Stockholder may use any one
or more of the following methods when selling the Common Stock:
●
ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;
●
block trades in which the broker-dealer will attempt to sell the Common Stock as agent but may position and resell a portion of the
block as principal to facilitate the transaction;
●
purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
●
an exchange distribution in accordance with the rules of the applicable exchange;
●
privately negotiated transactions;
●
in transactions through broker-dealers that agree with the Selling Stockholder to sell a specified number of such Common Stock at a
stipulated price per share;
●
through the writing or settlement of options or other hedging transactions, whether through an options exchange or
otherwise;
●
a combination of any such methods of sale; or
●
any other method permitted pursuant to applicable law.
The
Selling Stockholder may also sell the Common Stock under Rule 144 or any other exemption from registration under the Securities Act,
if available, rather than under this prospectus.
Broker-dealers
engaged by the Selling Stockholder may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions
or discounts from the Selling Stockholder (or, if any broker-dealer acts as agent for the purchaser of the Common Stock, from the purchaser)
in amounts to be negotiated, but, except as set forth in a supplement to this prospectus, in the case of an agency transaction not in
excess of a customary brokerage commission in compliance with Rule 2121 of the Financial Industry Regulatory Authority, or FINRA, and
in the case of a principal transaction a markup or markdown in compliance with FINRA Rule 2121.
The
Selling Stockholder and any broker-dealers or agents that are involved in selling the Common Stock may be deemed to be “underwriters”
within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers
or agents and any profit on the resale of the Common Stock purchased by them may be deemed to be underwriting commissions or discounts
under the Securities Act. The Selling Stockholder has informed us that it does not have any written or oral agreement or understanding,
directly or indirectly, with any person to distribute the Common Stock.
We
are required to pay certain fees and expenses incurred by us incident to the registration of the Common Stock. We have agreed to indemnify
the Selling Stockholder against certain losses, claims, damages and liabilities, including certain liabilities under the Securities Act
with respect to this prospectus.
We
agreed to keep this prospectus effective until the Warrants and all the Warrant Shares have been sold or may be sold without any
restrictions pursuant to Rule 144, as determined by our counsel pursuant to a written opinion letter to such effect, addressed and reasonably
acceptable to our transfer agent. The Warrants and the Warrant Shares offered hereunder will be sold only through registered or
licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the Warrants and
the Warrant Shares covered hereby may not be sold unless they have been registered or qualified for sale in the applicable state or an
exemption from the registration or qualification requirement is available and is complied with.
Under
applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the Common Stock may not simultaneously
engage in market making activities with respect to the Common Stock for the applicable restricted period, as defined in Regulation M,
prior to the commencement of the distribution. In addition, the Selling Stockholder will be subject to applicable provisions of the Exchange
Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of the Common
Stock by the Selling Stockholder or any other person. We will make copies of this prospectus available to the Selling Stockholder and
have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including
by compliance with Rule 172 under the Securities Act).
Our
Common Stock is quoted on Nasdaq under the symbol “APLD”.
DESCRIPTION
OF SECURITIES
The
following summary of the rights of our capital stock is not complete and is subject to and qualified in its entirety by reference to
our second amended and restated articles of incorporation, as amended from time to time and currently in effect (the “Articles
of Incorporation”), and our third amended and restated bylaws, as amended from time to time and currently in effect (the “Bylaws”),
copies of which are filed as exhibits to our Annual Report on Form 10-K for the year ended May 31, 2024, as filed with the SEC on August
30, 2024, which is incorporated by reference herein.
We
are authorized to issue 305,000,000 shares of capital stock, $0.001 par value per share, of which 300,000,000 are Common Stock and 5,000,000
are preferred stock (the “Preferred Stock”). For a description of the terms of the Preferred Stock, see Exhibit 4.8 to our
Annual Report on Form 10-K, filed with the SEC on August 30, 2024, as supplemented by the Certificate of the Designations, Powers, Preferences
and Rights of Series F Convertible Preferred Stock, which is filed as Exhibit 3.1 to our Current Report on Form 8-K filed with the SEC
on August 30, 2024.
As
of October 16, 2024, there were 215,359,125 shares of Common Stock outstanding and 354,864 shares of Preferred Stock outstanding.
Common
Stock
Holders
of our Common Stock are entitled to such dividends as may be declared by our board of directors out of funds legally available for such
purposes. Holders of our Common Stock are entitled to receive proportionately any dividends as may be declared by our board of directors,
subject to any preferential dividend rights of any series of Preferred Stock that we may designate and issue in the future. There are
no redemption or sinking fund provisions applicable to our Common Stock. The holders of our Common Stock have no conversion rights. Holders
of Common Stock have no preemptive or subscription rights to purchase any of our securities. The rights, preferences and privileges of
holders of our Common Stock are subject to and may be adversely affected by the rights of the holders of shares of any series of Preferred
Stock that we may designate and issue in the future. Each holder of our Common Stock is entitled to one vote for each such share outstanding
in the holder’s name. No holder of Common Stock is entitled to cumulative votes in voting for directors.
In
the event of our liquidation, dissolution or winding up, the holders of our Common Stock are entitled to receive a pro rata share of
our assets, which are legally available for distribution, after payments of all debts and other liabilities. All of the outstanding shares
of our Common Stock are fully paid and non-assessable.
Warrants
The
following is a summary of the material terms and provisions of the Warrants that are being offered hereby. This summary
is subject to and qualified in its entirety by the form of Warrant, which has been provided to the investor in this offering and which
was filed with the SEC as an exhibit to a Current Report on Form 8-K filed on August 14, 2024, in connection with this offering and incorporated
by reference into the registration statement of which this prospectus forms a part. Prospective investors should carefully review the
terms and provisions of the form of the Warrant for a complete description of the terms and conditions of the Warrants.
Duration
and Exercise Price
The
Warrants have an exercise price of $4.8005 per share, are immediately exercisable upon issuance and will be exercisable
for five years from the date of issuance. The exercise price and number of shares of Common Stock issuable upon exercise are subject
to appropriate adjustment in the event of share dividends, share splits, reorganizations or similar events affecting our shares of Common
Stock.
Exercisability
The
Warrants are exercisable, at the option of each holder, in whole or in part, by delivering to us a duly executed exercise notice
accompanied by payment in full for the number of shares of Common Stock purchased upon such exercise (except in the case of a cashless
exercise as discussed below). A holder (together with its affiliates) may not exercise any portion of such holder’s Warrants
to the extent that the holder would own more than 9.99% of our outstanding shares of Common Stock immediately after exercise, except
that upon at least 75 days’ prior notice from the holder to us, the holder may increase the amount of ownership of outstanding
shares of Common Stock after exercising the holder’s Warrants to any other percentage as specified in such notice.
Cashless
Exercise
The
Warrants are exercisable on a “cashless exercise” basis under which the holder will receive upon such exercise a net
number of common shares determined according to a formula set forth in the Warrants.
Reclassifications,
Reorganizations, Consolidations, Mergers and Sales
In
the event of (i) any capital reorganization, (ii) any reclassification or recapitalization of the stock of the company
(subject to exceptions), (iii) any consolidation or merger of the Company, (iv) any sale of all or substantially all of the assets
of the Company, or (v) any similar transaction, the Warrants shall remain outstanding and, after such reorganization, reclassification,
recapitalization, consolidation, merger, sale or similar transaction, be exercisable for the kind and number of shares of stock or other
securities or property, as described in the Warrants, then upon any subsequent exercise of the Warrants, the holder will
have the right to receive as alternative consideration, for each share of Common Stock that would have been issuable upon such exercise
immediately prior to the occurrence of such reclassification, reorganization, consolidation, merger, sale or similar transaction.
Transferability
In
accordance with its terms and subject to applicable laws, the Warrants may be transferred at the option of the holder through
the appropriate instruments of transfer. Upon any transfer of the Warrants in full, the holder shall be required to physically
surrender the Warrants to the Company within three (3)
trading days of the date the holder delivers an assignment form to the Company assigning the Warrants in full.
Fractional
Shares
No
fractional shares of Common Stock will be issued upon the exercise of the Warrants. Rather, the number of shares of Common Stock
to be issued will, at our election, be paid as a cash adjustment in respect of such final fraction in an amount equal to such fraction
multiplied by the Fair Market Value (as defined in the Warrants) or round up to the next whole share.
Trading
Market
There
is no established trading market for the Warrants, and we do not expect a market to develop. We do not intend to apply for a listing
for the Warrants on any securities exchange or other nationally recognized trading system. Without an active trading market, the
liquidity of the Warrants will be limited.
Rights
as a Shareholder
Except
as otherwise provided in the Warrants or by virtue of the holder’s ownership of shares of Common Stock, the holder of the
Warrants does not have the rights or privileges of holders of our shares of Common Stock, including any voting rights, until such
holder exercises the Warrants.
Transfer
Agent
The
transfer agent and registrar for our Common Stock is Computershare Trust Company, N.A. The transfer agent’s address and phone number
is: 150 Royall Street, Canton, MA 02021, telephone number: (781) 575-2000.
Listing
Our
Common Stock is presently traded on Nasdaq under the symbol “APLD.”
LEGAL
MATTERS
The
validity of the shares of Common Stock offered by this prospectus will be passed upon for us by Snell & Wilmer L.L.P., Nevada. Unless
otherwise indicated in the prospectus, certain legal matters in connection with the offering and the enforceability of the Warrants
offered by this prospectus is being passed upon for us by Lowenstein Sandler LLP, New York, New York.
EXPERTS
The
consolidated financial statements of Applied Digital Corporation and Subsidiaries as of May 31, 2024 and 2023 and for each of the two
years in the period ended May 31, 2024, have been audited by Marcum LLP, independent registered public accounting firm, as stated in
their report which is incorporated herein by reference. Such consolidated financial statements of Applied Digital Corporation and Subsidiaries
are incorporated in this prospectus by reference in reliance on the report of such firm given upon their authority as experts in accounting
and auditing.
WHERE
YOU CAN FIND MORE INFORMATION
We
have filed with the SEC a registration statement on Form S-1 under the Securities Act with respect to the Warrants and the shares
of Common Stock underlying the Warrants offered by this prospectus. This prospectus, which is part of the registration statement,
omits certain information, exhibits, schedules and undertakings set forth in the registration statement. For further information pertaining
to us and our securities, reference is made to our SEC filings and the registration statement and the exhibits and schedules to the registration
statement. Statements contained in this prospectus as to the contents or provisions of any documents referred to in this prospectus are
not necessarily complete, and in each instance where a copy of the document has been filed as an exhibit to the registration statement,
reference is made to the exhibit for a more complete description of the matters involved.
In
addition, registration statements and certain other filings made with the SEC electronically are publicly available through the SEC’s
web site at http://www.sec.gov. The registration statement, including all exhibits and amendments to the registration statement,
has been filed electronically with the SEC.
We
are subject to the information and periodic reporting requirements of the Exchange Act, and, in accordance with such requirements, will
file periodic reports, proxy statements, and other information with the SEC. These periodic reports, proxy statements, and other information
will be available for inspection and copying at the web site of the SEC referred to above. We also maintain a website at www.applieddigital.com,
where you may access these materials free of charge as soon as reasonably practicable after they are electronically filed with, or furnished
to, the SEC. The information contained in, or that can be accessed through, our website is not part of, and is not incorporated into,
this prospectus. We have included our website address in this prospectus solely as an inactive textual reference.
INCORPORATION
OF CERTAIN INFORMATION BY REFERENCE
The
SEC allows us to “incorporate by reference” information that we file with it into this prospectus, which means that we can
disclose important information to you by referring you to those documents. The information incorporated by reference is an important
part of this prospectus. The information incorporated by reference is considered to be a part of this prospectus, and information that
we file later with the SEC will automatically update and supersede information contained in this prospectus and any accompanying prospectus
supplement.
We
incorporate by reference the documents listed below that we have previously filed with the SEC:
●The
Company’s Annual Report on Form 10-K for the fiscal year ended May 31, 2024, filed with the SEC on August 30, 2024;
●The
Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended August 31, 2024, filed with the SEC on October 9, 2024;
●The
Company’s Current Reports on Form 8-K filed with the SEC on June 5, 2024, June 7, 2024, June 11, 2024, June 17, 2024, July 2, 2024,
July 9, 2024/July 9, 2024, July 29, 2024, August 14, 2024, August 30, 2024, September 10, 2024, September 27, 2024, and October 15, 2024, and our
Current Reports on Form 8-K/A filed with the SEC on June 6, 2024, June 10, 2024 and September 4, 2024 (other than any portions thereof
deemed furnished and not filed); and
●The
description of our Common Stock in our Registration Statement on Form 8-A, filed with the SEC 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 4.8 to our
Annual Report on Form 10-K for the year ended May 31, 2024, as filed with the SEC on August 30, 2024.
All
reports and other documents that we file with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of
the initial registration statement and prior to effectiveness of the registration statement, and after the date of this prospectus but
before the termination of the offering of the securities hereunder will also be considered to be incorporated by reference into this
prospectus from the date of the filing of these reports and documents, and will supersede the information herein; provided, however,
that all reports, exhibits and other information that we “furnish” to the SEC will not be considered incorporated by reference
into this prospectus. We undertake to provide without charge to each person (including any beneficial owner) who receives a copy of this
prospectus, upon written or oral request, a copy of all of the preceding documents that are incorporated by reference (other than exhibits,
unless the exhibits are specifically incorporated by reference into these documents). You may request a copy of these materials in the
manner set forth under the heading “Where You Can Find More Information,” above.
We
will provide you without charge, upon your oral or written request, with a copy of any or all reports, proxy statements and other documents
we file with the SEC, as well as any or all of the documents incorporated by reference in this prospectus or the registration statement
(other than exhibits to such documents unless such exhibits are specifically incorporated by reference into such documents). Requests
for such copies should be directed to
Applied
Digital Corporation
Attn:
Wes Cummins
Chief
Executive Officer
3811
Turtle Creek Blvd., Suite 2100
Dallas,
Texas 75219
Phone
number: (214) 427-1704
Warrants to
Purchase up to 2,964,917 Shares of Common Stock
2,964,917
Shares of Common Stock Underlying the Warrants
PRELIMINARY
PROSPECTUS
,
2024
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
Item
13. Other Expenses of Issuance and Distribution.
The
following table indicates the expenses to be incurred in connection with the offering described in this registration statement, other
than underwriting discounts and commissions, all of which will be paid by us. All amounts are estimated except the SEC registration fee.
| | |
Amount | |
| Securities and Exchange Commission registration fee | |
$ | 3,567.88 | |
| Accountants’ fees and expenses | |
| 15,000 | |
| Legal fees and expenses | |
| 100,000.00 | |
| Miscellaneous | |
| 1,432.12 | |
| Total expenses | |
$ | 120,000.00 | |
Item
14. Indemnification of Directors and Officers.
Section
78.138 of the Nevada Revised Statutes, or NRS, provides that, unless the corporation’s Articles of Incorporation provide otherwise,
a director or officer will not be individually liable unless the presumption that it is acting in good faith and on an informed basis
with a view to the interests of the corporation has been rebutted, and it is proven that (i) the director’s or officer’s
acts or omissions constituted a breach of his or her fiduciary duties, and (ii) such breach involved intentional misconduct, fraud, or
a knowing violation of the law. Our Articles of Incorporation provide that no director or officer shall have any personal liability to
the Company or its stockholders for damages for breach of fiduciary duty as a director or officer, except for (i) acts that involve intentional
misconduct, fraud, or a knowing violation of the law or (ii) the payment of dividends in violation of Nevada corporate law.
Section
78.7502(1) of the NRS provides that a corporation may indemnify, pursuant to that statutory provision, any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent
of another corporation or other enterprise or as a manager of a limited liability company, against expenses (including attorneys’
fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action,
suit or proceeding if he is not liable pursuant to NRS 78.138 or if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable
cause to believe his or her conduct was unlawful.
NRS
78.7502(2) permits a corporation to indemnify, pursuant to that statutory provision, any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to
procure a judgment in its favor by reason of the fact that such person acted in any of the capacities set forth above against
expenses, including amounts paid in settlement and attorneys’ fees actually and reasonably incurred by him or her in
connection with the defense or settlement of such action or suit if he acted under similar standards, except that no indemnification
pursuant to NRS 78.7502 may be made in respect of any claim, issue or matter as to which such person shall have been adjudged by a
court of competent jurisdiction, after any appeals taken therefrom, to be liable to the corporation or for amounts paid in
settlement to the corporation, unless and only to the extent that the court in which such action or suit was brought or other court
of competent jurisdiction determines that, in view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses as the court deems proper. NRS 78.751(1) provides that a corporation shall indemnify any
person who is a director, officer, employee or agent of the corporation, against expenses actually and reasonably incurred by
the person in connection with defending an action (including, without limitation, attorney’s fees), to the extent that the
person is successful on the merits or otherwise in defense of any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, including, without limitation, an action by or in the right of the
corporation, by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise or as a manager of a limited liability company, or any claim, issue or matter in such action.
NRS
78.751 provides that the indemnification pursuant to NRS 78.7502 shall not be deemed exclusive or exclude any other rights to which the
indemnified party may be entitled (except that indemnification may not be made to or on behalf of any director or officer finally adjudged
by a court of competent jurisdiction, after exhaustion of any appeals taken therefrom, to be liable for intentional misconduct, fraud
or a knowing violation of the law and such intentional misconduct, fraud or a knowing violation of the law was material to the cause
of action) and that the indemnification shall continue as to directors, officers, employees or agents who have ceased to hold such positions,
and to their heirs, executors and administrators. NRS 78.752 permits a corporation to purchase and maintain insurance on behalf of a
director, officer, employee or agent of the corporation against any liability asserted against him or her or incurred by him or her in
any such capacity or arising out of his or her status as such whether or not the corporation would have the power to indemnify him or
her against such liabilities.
Section
78.752 of the NRS provides that a Nevada company may purchase and maintain insurance or make other financial arrangements on behalf of
any person who is or was a director, officer, employee, or agent of the company, or is or was serving at the request of the company as
a director, officer, employee, or agent of another company, partnership, joint venture, trust, or other enterprise, for any liability
asserted against him and liability and expenses incurred by him in his capacity as a director, officer, employee, or agent, or arising
out of his status as such, whether or not the company has the authority to indemnify him against such liability and expenses.
Our
Bylaws provide that the Company shall, to the fullest extent not prohibited by applicable law, pay the expenses (including attorneys’
fees) incurred by an indemnitee in defending or otherwise participating in any proceeding in advance of its final disposition.
In
addition, we have entered into indemnification agreements with each of our directors and executive officers. These agreements, among
other things, require us to indemnify our directors and executive officers for certain expenses, including attorneys’ fees, judgments
and fines incurred by a director or executive officer in any action or proceeding arising out of their services as one of our directors
or executive officers or any other company or enterprise to which the person provides services at our request.
We
maintain a directors’ and officers’ insurance policy pursuant to which our directors and officers are insured against liability
for actions taken in their capacities as directors and officers. We believe these provisions in the Bylaws and these indemnification
agreements are necessary to attract and retain qualified persons as directors and officers.
Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers, or control persons, in the
opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
Item
15. Recent Sales of Unregistered Securities.
On
April 12, 2022, the SEC declared effective the Company’s IPO Registration Statement (Reg. No. 261278). The offering under the IPO
Registration Statement commenced on April 12, 2022 and was consummated on April 18, 2022 with the sale of 8,000,000 newly-issued shares
of Common Stock at a price of $5.00 per share, constituting the total aggregate amount registered. B. Riley Securities, Inc. and Needham
& Company acted as book-running managers, Craig-Hallum and D.A. Davidson & Co. acted as lead managers, and Lake Street and Northland
Capital Markets acted as co-managers for the offering. In connection with the offering, the Company granted the underwriters a 30-day
option to purchase up to an additional 1,200,000 shares of Common Stock at the public offering price, less underwriting discounts and
commission, although such option was not exercised. The net offering proceeds to the Company after deducting the expenses described herein
were approximately $36 million.
On
June 6, 2022, through an agreement between the Company and Xsquared Holding Limited (“Sparkpool”), Sparkpool agreed to forfeit
to the Company shares of Common Stock that had been issued pursuant to the service agreement executed on March 19, 2021. Sparkpool ceased
providing the contracted services for the Company, and agreed to forfeit shares to compensate for future services that will not be rendered.
As a result of this agreement, 4,965,432 shares of Common Stock were forfeited and canceled by the Company.
On
January 31, 2024, the Company issued an aggregate 10,461 shares to Chris Schuler as partial payment for construction services performed
at the Company’s Ellendale, North Dakota facility.
On
March 27, 2024, the Company entered into the March PPA with YA Fund. In accordance with the terms of the March PPA, the Company issued
the Initial YA Notes, in the aggregate principal amount of $50 million. The Initial YA Notes are convertible into shares of our Common
Stock. The offer and sale of our Common Stock pursuant to the March PPA and the Initial YA Notes was made in reliance upon the exemption
from registration provided by Section 4(a)(2) of the Securities Act and/or Rule 506(b)
of Regulation D promulgated thereunder.
On
April 26, 2024, the Company entered into the Amendment No. 2 (the “AI Amendment”) to that certain Unsecured
Promissory Note, issued by the Company to AI Bridge Funding LLC on January 30, 2024 and amended on March 27, 2024 (the “AI Note”).
Pursuant to the AI Amendment, among other things, (i) the Company may use shares of our Common Stock to repay the AI Note, subject to
certain limitations and (ii) the Company issued warrants to purchase up to 3,000,000 shares of our Common Stock subject to certain adjustments.
The warrants were, and the shares of Common Stock issuable upon the exercise of the warrants will be, offered and sold
pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506(b) of Regulation D promulgated thereunder.
On
May 24, 2024, the Company entered into the May PPA with YA Fund. In accordance with the terms of the May PPA, the Company issued the
May Note, in the aggregate principal amount of approximately $42.1 million. The May Note is convertible into shares of our Common Stock.
The offer and sale of our Common Stock pursuant to the May PPA and the May Note was made in reliance upon the exemption from registration
provided by Section 4(a)(2) of the Securities Act and/or Rule 506(b) of Regulation D promulgated thereunder.
On
June 7, 2024, APLD Holdings entered into the Promissory Note with the Selling Stockholder. As partial consideration for the Promissory
Note, the Company agreed to issue to the Selling Stockholder warrants to purchase up to an aggregate of 9,265,366 shares of Common Stock.
The warrants were issuable in two tranches, (i) the Initial Warrants for the purchase of up to 6,300,449 shares of Common Stock,
and (ii) the Warrants for the purchase of up to 2,964,917 shares of Common Stock. Pursuant to the terms of the Promissory Note,
the Initial Warrants were issued on June 17, 2024. in a registered offering. We agreed to issue the Warrants concurrently
with the satisfaction of certain conditions for the subsequent borrowings of up to $110 million.
On
June 20, 2024, the Company issued 100,000 shares of our Common Stock to YA Fund in consideration for YA Fund giving its consent to the
Company to enter into the Promissory Note.
On
August 11, 2024, APLD Holdings and the Selling Stockholder entered into the Waiver Agreement, whereby the Selling Stockholder agreed
to waive the satisfaction of certain conditions for the subsequent borrowings, allowing us to draw an additional $20 million (net of
original discount and fees) of borrowings under the Promissory Note. As partial consideration for the Waiver Agreement, we issued the
Warrants in a private placement pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506(b) of Regulation D promulgated
thereunder. The shares of Common Stock issuable upon the exercise of the Warrants have been offered pursuant
to Section 4(a)(2) of the Securities Act and/or Rule 506(b) of Regulation D promulgated thereunder.
On
August 28, 2024, the Company entered into the SEPA with YA Fund. Pursuant to the SEPA, subject to certain conditions and limitations,
the Company has the option, but not the obligation, to sell to YA Fund, and YA Fund must subscribe for the SEPA Aggregate Commitment,
at the Company’s request any time during the commitment period commencing on September 30, 2024, and terminating on the 36-month
anniversary of September 30, 2024. The shares of Common Stock issuable pursuant to the SEPA will be offered and sold pursuant to Section
4(a)(2) of the Securities Act. Pursuant to the SEPA, the Company agreed to file a registration statement with the SEC for the resale
under the Securities Act by YA Fund of the Common Stock issued under the SEPA. The Company shall not have the ability to request any
advances under the SEPA until such resale registration statement is declared effective by the SEC.
On
August 29, 2024, the Company entered into the Series F Purchase Agreement with YA Fund for the private placement of 53,191 shares of
Series F Preferred Stock. The offer and sale of the Series F Preferred Stock pursuant to the Series F Purchase Agreement was made in
reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Rule 506(b) of Regulation D promulgated
thereunder.
On
September 5, 2024, the Company entered into the PIPE Purchase Agreement with the PIPE Purchasers, for the private placement of 49,382,720
shares of the Company’s Common Stock, at a purchase price of $3.24 per share, representing the last closing price of the Common
Stock on Nasdaq on September 4, 2024. The offer and sale of the shares of Common Stock pursuant to the PIPE Purchase Agreement was made
in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Rule 506(b) of Regulation D
promulgated thereunder.
Item
16. Exhibits and Financial Statement Schedules
| Exhibit
No. |
|
Description |
| 3.1 |
|
Second
Amended and Restated Articles of Incorporation, as amended from time to time (Incorporated by reference to Exhibit 3.1 to the Company’s
Annual Report on Form 10-K filed with the SEC on August 2, 2023). |
| 3.1.1 |
|
Certificate
of Amendment to the Certificate of Designations for the Series E Redeemable Preferred Stock (Incorporated by reference to Exhibit
3.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 16, 2024). |
| 3.1.2 |
|
Certificate
of Amendment, dated June 11, 2024, to Second Amended and Restated Articles of Incorporation, as amended (Incorporated by reference
to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the SEC on June 11, 2024). |
| 3.1.3 |
|
Certificate
of the Designations, Powers, Preferences and Rights of Series F Convertible Preferred Stock (Incorporated by reference to Exhibit
3.1 to the Company’s Current Report on Form 8-K, filed with the SEC on August 30, 2024). |
| 3.2
|
|
Third
Amended and Restated Bylaws of the Company (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form
8-K filed with the SEC on April 29, 2024). |
| 4.1 |
|
Registration
Rights Agreement, dated April 15, 2021, by and between the Company and B. Securities, Inc., for the benefit of B. Riley Securities,
Inc. and the Investors (Incorporated by reference to Exhibit 4.1 to the Company’s Form S-1 (Registration No. 333-258818), filed
with the SEC on August 13, 2021). |
| 4.1.1 |
|
Amendment,
dated December 13, 2021, to Registration Rights Agreement, dated April 15, 2021, by and between the Company and B. Riley Securities,
Inc., for the benefit of B. Riley Securities, Inc. and the Investors (Incorporated by reference to Exhibit 3.2 to Amendment No. 6
the Company’s form S-1 (Registration No. 333-258818), filed with the SEC on April 12, 2022). |
| 4.1.2 |
|
Amendment
No. 2, dated February 22, 2022, to Registration Rights Agreement, dated April 15, 2021, by and between the Company and B. Riley Securities,
Inc., for the benefit of B. Riley Securities, Inc. and the Investors (Incorporated by reference to Exhibit 4.3 to the Company’s
Form S-1 (Registration No. 333-258818), filed with the SEC on February 28, 2022). |
| 4.2 |
|
Registration
Rights Agreement, dated July 30, 2021, by and between the Company and B. Securities, Inc., for the benefit of B. Riley Securities,
Inc. and the Investors (Incorporated by reference to Exhibit 4.2 to the Company’s Form S-1 (Registration No. 333-258818), filed
with the SEC on August 13, 2021). |
| 4.2.1 |
|
Amendment,
dated December 13, 2021, to Registration Rights Agreement, dated July 30, 2021, by and between the Company and B. Riley Securities,
Inc., for the benefit of B. Riley Securities, Inc. and the Investors (Incorporated by reference to Exhibit 3.2 to the Company’s
form S-1 (Registration No. 333-258818), filed with the SEC on April 12, 2022). |
| 4.2.2 |
|
Amendment
No. 2, dated February 22, 2022, to Registration Rights Agreement, dated July 30, 2021, by and between the Company and B. Riley Securities,
Inc., for the benefit of B. Riley Securities, Inc. and the Investors (Incorporated by reference to Exhibit 4.6 to the Company’s
Form S-1 (Registration No. 333-258818), filed with the SEC on February 28, 2022). |
| 4.3 |
|
Right
of First Refusal and Co-Sale Agreement, dated as of April 15, 2021, by and between the Company, the Key Holders and Investors (Incorporated
by reference to Exhibit 4.3 to the Company’s Form S-1 (Registration No. 333-258818), filed with the SEC on August 13, 2021). |
| 4.4 |
|
Right
of First Refusal and Co-Sale Agreement, dated as of July 30, 2021, by and between the Company, the Key Holders and Investors. (Incorporated
by reference to Exhibit 4.4 to the Company’s Form S-1 (Registration No. 333-258818), filed with the SEC on August 13, 2021). |
| 4.5 |
|
Form
of Warrant (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on April
30, 2024). |
| 4.6 |
|
Form
of Subscription Agreement. (Incorporated by reference to Exhibit 4.1 to the Company’ Current Report on Form 8-K filed with
the SEC on May 16, 2024). |
| 4.7 |
|
Form
of Warrant (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed with the SEC on August
14, 2024). |
| 5.1* |
|
Opinion of Snell & Wilmer L.L.P. |
| 5.2* |
|
Opinion of Lowenstein Sandler LLP. |
| 10.1 |
|
Services
Agreement, dated March 19, 2021, by and among the Company, GMR Limited, Xsquared Holding Limited, and Valuefinder (Incorporated by
reference to Exhibit 10.1 to the Company’s Form S-1 (Registration No. 333-258818), filed with the SEC on August 13, 2021). |
| 10.2 |
|
Master
Professional Services Agreement between Ulteig Engineers, Inc. and APLD Hosting, LLC. (Incorporated by reference to Exhibit 10.2
to the Company’s Form S-1 (Registration No. 333-258818), filed with the SEC on August 13, 2021). |
| 10.3 |
|
Non-Fixed
Price Sales and Purchase Agreement, dated April 13, 2021, between Bitmain Technologies Limited and the Company (Incorporated by reference
to Exhibit 10.3 to the company’s Form S-1 (Registration No. 333-2588818), filed with the SEC on August 13, 2021). |
| 10.4 |
|
Coinmint
Colocation Mining Services Agreement dated as of June 15, 2021 by and between Coinmint, LLC and the Company (Incorporated by reference
to Exhibit 10.4 to the Company’s Form S-1 (Registration No. 333-258818), filed with the SEC on August 13, 2021). |
| 10.5# |
|
Service
Framework Agreement, dated July 5, 2021, by and between APLD Hosting, LLC and JointHash Holding Limited (Incorporated by reference
to Exhibit 10.5 to Amendment No. 1 to the Company’s registration statement on Form S-1 (Registration No. 333-258818), filed
with the SEC on November 2, 2021). |
| 10.6# |
|
Amended
and Restated Electric Services Agreement, dated September 13, 2021, by and between APLD Hosting, LLC and [Redacted] (Incorporated
by reference to Exhibit 10.6 to Amendment No. 1 to the Company’s registration statement on Form S-1 (Registration No. 333-258818),
filed with the SEC on November 2, 2021). |
| 10.7 |
|
Sublease
Agreement, dated as of May 19, 2021, by and between the Company and Encap Investments L.P. (Incorporated by reference to Exhibit
10.7 to the Company’s Form S-1 (Registration No. 333-258818), filed with the SEC on August 13, 2021). |
| 10.8# |
|
Service
Framework Agreement, dated July 5, 2021, by and between APLD Hosting, LLC and Bitmain Technologies Limited (Incorporated by
reference to Exhibit 10.8 to the Company’s Annual Report on Form 10-K, filed with the SEC on August 29, 2022. |
| 10.9# |
|
Master
Hosting Agreement, dated as of September 20, 2021, by and between APLD Hosting, LLC and F2Pool Mining, Inc. (Incorporated by reference
to Exhibit 10.9 to Amendment No. 1 to the Company’s registration statement on Form S-1 (Registration No. 333-258818), filed
with the SEC on November 2, 2021). |
| 10.10# |
|
Master
Hosting Agreement, dated as of October 12, 2021, by and between APLD Hosting, LLC and Hashing LLC. ((Incorporated by reference to
Exhibit 10.10 to Amendment No. 1 to the Company’s registration statement on Form S-1 (Registration No. 333-258818), filed with
the SEC on November 2, 2021). |
| 10.11 |
|
Services
Agreement, effective as of October 12, 2021, by and among Applied Blockchain, LTD and Xsquared Holding Limited. (Incorporated by
reference to Exhibit 10.11 to Amendment No. 1 to the Company’s registration statement on Form S-1 (Registration No. 333-258818),
filed with the SEC on November 2, 2021). |
| 10.12† |
|
2022
Incentive Plan (Incorporated by reference to Exhibit 10.1 to the Company’s registration statement on Form S-8 (Registration
No. 333-265698), filed with the SEC on June 17, 2022). |
| 10.12.1† |
|
Form
of Employee Restricted Stock Award Agreement (Incorporated by reference to Exhibit 10.2 to the Company’s registration statement
on Form S-8 (Registration No. 333-265698), filed with the SEC on June 17, 2022). |
| 10.12.2† |
|
Form
of Restricted Stock Unit Award Agreement (Employees) (Incorporated by reference to Exhibit 10.3 to the Company’s registration
statement on Form S-8 (Registration No. 333-265698), filed with the SEC on June 17, 2022). |
| 10.12.3† |
|
Form
of Restricted Stock Unit Award Agreement (Consultants) (Incorporated by reference to Exhibit 10.4 to the Company’s registration
statement on Form S-8 (Registration No. 333-265698), filed with the SEC on June 17, 2022). |
| 10.12.4 |
|
Amendment
to 2022 Incentive Plan (Incorporated by reference to Exhibit 10.12.4 to the Company’s Annual Report on Form 10-K, filed with
the SEC on August 30, 2024). |
| 10.13† |
|
2022
Non-Employee Director Stock Plan (Incorporated by reference to Exhibit 10.5 to the Company’s registration statement on Form
S-8 (Registration No. 333-265698), filed with the SEC on June 17, 2022). |
| 10.13.1† |
|
First
Amendment to the 2022 Non-Employee Director Stock Plan, dated April 4, 2023 (incorporated by reference to Exhibit 10.13.1 to the
Company’s Annual Report on Form 10-K filed with the SEC on August 2, 2023). |
| 10.13.2 |
|
Form
of Director Restricted Stock Award Agreement (Incorporated by reference to Exhibit 10.6 to the Company’s registration statement
on Form S-8 (Registration No. 333-265698), filed with the SEC on June 17, 2022). |
| 10.14# |
|
Limited
Liability Company Agreement, dated as of January 6, 2022, by and between the Company and Antpool Capital Asset Investment L.P. (Incorporated
by reference to Exhibit 10.14 to Amendment No. 5 to the Company’s registration statement on Form S-1 (Registration No. 333-258818),
filed with the SEC on January 24, 2022). |
| 10.15† |
|
Employment
Agreement, effective as of November 1, 2021, by and between the Company and Wes Cummins (Incorporated by reference to Exhibit 10.15
to Amendment No. 5 to the Company’s registration statement on Form S-1 (Registration No. 333-258818), filed with the SEC on
January 24, 2022). |
| 10.15.1† |
|
Amendment
No. 1 to Executive Employment Agreement, dated as of September 25, 2023, by and between the Company and Wes Cummins. (Incorporated
by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 28, 2023). |
| 10.16† |
|
Employment
Agreement, effective as of November 1, 2021, by and between the Company and David Rench. (Incorporated by reference to Exhibit 10.16
to Amendment No. 5 to the Company’s registration statement on Form S-1 (Registration No. 333-258818), filed with the SEC on
January 24, 2022). |
| 10.16.1† |
|
Amendment
No. 1 to Executive Employment Agreement, dated as of September 25, 2023, by and between the Company and David Rench. (incorporated
by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on September 28, 2023). |
| 10.17 |
|
Ground
Lease, effective as of April 13, 2022, by and between EDB, Ltd and APLD - Rattlesnake Den I LLC (Incorporated by reference to Exhibit
10.17 to the Company’s Annual Report on Form 10-K, filed with the SEC on August 2, 2023). |
| 10.18† |
|
Employment
Agreement, effective as of November 1, 2021, by and between the Company and Regina Ingel (Incorporated by reference to Exhibit 10.17
to Amendment No. 5 to the Company’s registration statement on Form S-1 (Registration No. 333-258818), filed with the SEC on
January 24, 2022). |
| 10.18.1† |
|
Amendment
dated August 1, 2022 to Employment Agreement between Applied Blockchain, Inc. and Regina Ingel (Incorporated by reference to Exhibit
10.1 to the Company’s current report on Form 8-K (Commission File No. 001-31968), filed with the SEC on August 5, 2022). |
| 10.19 |
|
Loan
Agreement dated as of March 11, 2022 by and between APLD Hosting, LLC, Vantage Bank Texas and Applied Blockchain, Inc. (Incorporated
by reference to Exhibit 10.20 to Amendment No. 6 the Company’s form S-1 (Registration No. 333-258818), filed with the SEC on
April 12, 2022). |
| 10.20 |
|
Continuing
Guaranty Agreement dated as of March 11, 2022 by Applied Blockchain, Inc. for the benefit of Vantage Bank Texas. (Incorporated by
reference to Exhibit 10.21 to Amendment No. 6 the Company’s form S-1 (Registration No. 333-258818), filed with the SEC on April
12, 2022). |
| 10.21 |
|
Letter
between Applied Blockchain, Inc. and Xsquared Holding Limited dated June 6, 2022 (Incorporated by reference to Exhibit 10.1 to the
Company’s current report on Form 8-K (Commission File No. 001-31968), filed with the SEC on June 8, 2022). |
| 10.22 |
|
Hosting
Agreement, dated as of July 12, 2022, by and between Marathon Digital Holdings, Inc. and Applied Blockchain, Inc. (Incorporated by
reference to Exhibit 10.6 to the Company’s quarterly report on Form 10-Q (Commission File No. 001-31968), filed with the SEC
on October 12, 2022). |
| 10.23 |
|
Loan
Agreement, dated as of July 25, 2022, by and among APLD Hosting, LLC, Starion Bank, and Applied Blockchain, Inc. as Guarantor (Incorporated
by reference to Exhibit 10.1 to the Company’s current report on Form 8-K (Commission File No. 001-31968), filed with the SEC
on August 12, 2022). |
| 10.24 |
|
Security
Agreement, dated of July 25, 2022, by and between APLD Hosting, LLC and Starion Bank (Incorporated by reference to Exhibit 10.2 to
the Company’s current report on Form 8-K (Commission File No. 001-31968), filed with the SEC on August 12, 2022). |
| 10.25 |
|
Security
Agreement, dated of July 25, 2022, by and among APLD Hosting, LLC, Applied Blockchain, Inc., as Grantor, and Starion Bank(Incorporated
by reference to Exhibit 10.3 to the Company’s current report on Form 8-K (Commission File No. 001-31968), filed with the SEC
on August 12, 2022). |
| 10.26 |
|
Unlimited
Commercial Corporate Guaranty of Applied Blockchain, Inc. dated as of July 25, 2022 (Incorporated by reference to Exhibit 10.4 to
the Company’s current report on Form 8-K (Commission File No. 001-31968), filed with the SEC on August 12, 2022). |
| 10.27 |
|
Loan
Agreement by and among APLD - Rattlesnake Den I, LLC, as borrower, Vantage Bank Texas, as lender, and the Company, as guarantor,
entered into as of November 7, 2022 (Incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K
(Commission File No. 001-31968), filed with the SEC on November 14, 2022). |
| 10.28# |
|
Loan
Agreement, dated as of February 16, 2023 by and among APLD ELN-01 LLC, Starion Bank, and Applied Digital Corporation as Guarantor
(Incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K (Commission File No. 001-31968), filed
with the SEC on February 21, 2023). |
| 10.29# |
|
Security
Agreement, dated as of February 16, 2023 by and between APLD ELN-01 LLC and Starion Bank (Incorporated by referenced to Exhibit 10.2
to the Company’s current report on Form 8-K (Commission File No. 001-31968), filed with the SEC on February 21, 2023). |
| 10.30 |
|
Security
Agreement, dated as of February 16, 2023 by and among APLD ELN-01 LLC, Applied Digital Corporation and Starion Bank (Incorporated
by referenced to Exhibit 10.3 to the Company’s current report on Form 8-K (Commission File No. 001-31968), filed with the SEC
on February 21, 2023). |
| 10.31 |
|
Unlimited
Commercial Corporate Guaranty of Applied Digital Corporation dated as of February 16, 2023 (Incorporated by referenced to Exhibit
10.4 to the Company’s current report on Form 8-K (Commission File No. 001-31968), filed with the SEC on February 21, 2023). |
| 10.32# |
|
Loan
and Security Agreement, dated as of May 23, 2023, by and among SAI Computing, LLC as Borrower, B. Riley Commercial Capital, LLC and
B. Riley Securities, Inc., as Lenders, B. Riley Commercial Capital, LLC as Collateral Agent, and Applied Digital Corporation as Guarantor
(Incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K (Commission File No. 001-31968), filed
with the SEC on May 24, 2023). |
| 10.32.1 |
|
Termination
of Loan and Security letter, dated February 5, 2024, between the Company and B. Riley Commercial Capital, LLC and B. Riley Securities,
Inc. (Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on February
5, 2024). |
| 10.33 |
|
Form
of Amendment No. 1 to Restricted Stock Unit Award. (Incorporated by reference to Exhibit 10.3 to the Company’s Current Report
on Form 8-K filed with the SEC on September 28, 2023). |
| 10.34 |
|
Form
of Amendment No. 1 to Performance Stock Unit Award. (Incorporated by reference to Exhibit 10.4 to the Company’s Current Report
on Form 8-K filed with the SEC on September 28, 2023). |
| 10.35 |
|
Form
of Indemnification Agreement by and between Applied Digital Corporation and individual directors or officers. (Incorporated by reference
to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q filed with the SEC on January 16, 2024). |
| 10.36 |
|
Unsecured
Promissory Note, dated January 30, 2024, issued by the Company and payable to AI Bridge Funding LLC. (Incorporated by reference to
Exhibit 4.1 of the Company’s Current Report on Form 8-K filed with the SEC on February 5, 2024). |
| 10.36.1 |
|
Waiver,
Consent and Amendment by and between the Company and AI Bridge Funding LLC, dated March 27, 2024. (Incorporated by reference to Exhibit
10.4 to the Company’s Current Report on Form 8-K filed with the SEC on April 1, 2024). |
| 10.36.2 |
|
Amendment
No. 2 to Unsecured Promissory Note, dated April 26, 2024, by and between Applied Digital Corporation and AI Bridge Funding LLC. (Incorporated
by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on April 30, 2024). |
| 10.37# |
|
Loan
Agreement, dated as of February 28, 2024, by and between APLD GPU-01, LLC and Cornerstone Bank. (Incorporated by reference to Exhibit
10.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 5, 2024). |
| 10.38 |
|
Security
Agreement, dated as of February 28, 2024, by and between APLD GPU-01, LLC and Cornerstone Bank. (Incorporated by reference to Exhibit
10.2 to the Company’s Current Report on Form 8-K filed with the SEC on March 5, 2024). |
| 10.39 |
|
Form
of Guaranty Agreement, dated as of February 28, 2024, made by each of Applied Digital Corporation, SAI Computing, LLC and APLD Hosting,
LLC in favor of Cornerstone Bank. (Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed
with the SEC on March 5, 2024). |
| 10.40 |
|
Consent
to Transfer Interest in Real Property Subject to Mortgage and Subordination Agreement, dated as of February 28, 2024, made by Starion
Bank, in favor of APLD Hosting, LLC. (Incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K
filed with the SEC on March 5, 2024). |
| 10.41# |
|
Collateral
Assignment of Customer GPU Contracts and Consent, dated as of February 28, 2024, by Applied Digital Corporation, in favor of Cornerstone
Bank. (Incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed with the SEC on March 5,
2024). |
| 10.42% |
|
Purchase
and Sale Agreement, dated March 14, 2024, by and between APLD - Rattlesnake Den I LLC and Mara Garden City LLC. (Incorporated by
reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 15, 2024). |
| 10.43 |
|
Prepaid
Advance Agreement by and between Applied Digital Corporation and YA II PN, LTD., dated March 27, 2024. (Incorporated by reference
to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 1, 2024). |
| 10.44 |
|
Convertible
Promissory Note issued by Applied Digital Corporation and payable to YA II PN, LTD., dated March 27, 2024. (Incorporated by reference
to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on April 1, 2024). |
| 10.45 |
|
Guaranty
made by APLD-ELN-02 LLC in favor of YA II PN, LTD., dated March 27, 2024. (Incorporated by reference to Exhibit 10.3 to the Company’s
Current Report on Form 8-K filed with the SEC on April 1, 2024). |
| 10.46 |
|
Convertible
Promissory Note issued by Applied Digital Corporation and payable to YA II PN, LTD., dated April 24, 2024. (Incorporated by reference
to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 30, 2024). |
| 10.47 |
|
Cooperation
and Standstill Agreement, dated as of April 30, 2024, by and between Applied Digital Corporation, a Nevada Corporation, and Oasis
Management Co., Ltd. (Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the
SEC on May 1, 2024). |
| 10.48 |
|
Sales
Agreement, dated as of May 6, 2024, by and between the Company and Roth Capital Partners, LLC. (Incorporated by reference to Exhibit
1.1 of the Company’s Current Report on Form 8-K filed with the SEC on May 6, 2024). |
| 10.49 |
|
Dealer Manager Agreement, dated as of May 16, 2024, by and between Applied Digital Corporation and Preferred Capital Securities, LLC. (Incorporated by reference to Exhibit 1.1 of the Company’s Current Report on Form 8-K filed with the SEC on May 16, 2024). |
| 10.50 |
|
Prepaid
Advance Agreement by and between Applied Digital Corporation and YA II PN, LTD., dated May 24, 2024. (Incorporated by reference to
Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 24, 2024). |
| 10.51 |
|
Convertible
Promissory Note issued by Applied Digital Corporation and payable to YA II PN, LTD., dated May 24, 2024. (Incorporated by reference
to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on May 24, 2024). |
| 10.52 |
|
Guaranty
made by APLD-ELN-02 LLC in favor of YA II PN, LTD., dated May 24, 2024 (Incorporated by reference to Exhibit 10.3 to the Company’s
Current Report on Form 8-K filed with the SEC on May 24, 2024). |
| 10.53 |
|
Amendment
by and between the Company and YA II PN, LTD., dated May 24, 2024 (Incorporated by reference to Exhibit 10.4 to the Company’s
Current Report on Form 8-K filed with the SEC on May 24, 2024). |
| 10.54# |
|
Promissory
Note, dated June 7, 2024, issued by APLD Holdings 2 LLC and payable to CIM APLD Lender Holdings, LLC (Incorporated by reference to
Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on June 10, 2024). |
| 10.55 |
|
Parent
Guaranty, dated June 7, 2024, issued by Applied Digital Corporation in favor of CIM APLD Lender Holdings, LLC. (Incorporated by reference
to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the SEC on June 10, 2024). |
| 10.56% |
|
Guarantee
and Collateral Agreement, dated June 7, 2024, by and among APLD Hosting, LLC, APLD ELN-01 LLC, APLD ELN-02 LLC, APLD Holdings 1 LLC,
APLD Holdings 2 LLC, APLD ELN-02 Holdings LLC and CIM APLD Lender Holdings, LLC (Incorporated by reference to Exhibit 10.3 to the
Company’s Current Report on Form 8-K, filed with the SEC on June 10, 2024). |
| 10.57 |
|
Consent,
Waiver and First Amendment to Prepaid Advance Agreements, dated June 7, 2024, by and between Applied Digital Corporation and YA II
PN, LTD (Incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K, filed with the SEC on June
10, 2024). |
| 10.58 |
|
Sales
Agreement, dated as of July 9, 2024, by and among the Company, B. Riley Securities, Inc., BTIG, LLC, Lake Street Capital Markets,
LLC, Northland Securities, Inc. and Roth Capital Partners, LLC (Incorporated by reference to Exhibit 1.1 to the Company’s Current
Report on Form 8-K, filed with the SEC on July 9, 2024). |
| 10.59 |
|
Registration
Rights Agreement, dated June 7, 2024, by and between Applied Digital Corporation and CIM APLD Lender Holdings, LLC (Incorporated
by reference to Exhibit 10.57 to the Company’s Annual Report on Form 10-K, filed with the SEC on August 30, 2024). |
| 10.60 |
|
Security
Agreement, dated June 21, 2024, by and between Applied Digital Cloud Corporation and YA II PN, LTD. (Incorporated by reference to
Exhibit 10.58 to the Company’s Annual Report on Form 10-K, filed with the SEC on August 30, 2024). |
| 10.61 |
|
Waiver
Agreement, dated August 11, 2024, by and between APLD Holdings 2 LLC and CIM APLD Lender Holdings, LLC. (Incorporated by reference
to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on August 14, 2024). |
| 10.62 |
|
Standby
Equity Purchase Agreement, dated August 28, 2024, by and between Applied Digital Corporation and YA II PN, LTD. (Incorporated by
reference to Exhibit 10.60 to the Company’s Annual Report on Form 10-K, filed with the SEC on August 30, 2024). |
| 10.63 |
|
First
Amendment to the Standby Equity Purchase Agreement, dated August 29, 2024, by and between Applied Digital Corporation and YA II PN,
LTD. (Incorporated by reference to Exhibit 10.61 to the Company’s Annual Report on Form 10-K, filed with the SEC on August
30, 2024). |
| 10.64 |
|
Form
of Securities Purchase Agreement (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed
with the SEC on August 30, 2024). |
| 10.65 |
|
Form
of Registration Rights Agreement (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed
with the SEC on August 30, 2024). |
| 10.66 |
|
Consent,
Waiver and Second Amendment to Prepaid Advance Agreements, dated August 21, 2024, by and between Applied Digital Corporation and
YA II PN, LTD (Incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K, filed with the SEC on
August 30, 2024). |
| 10.67 |
|
Consent,
Waiver and Third Amendment to Prepaid Advance Agreements, dated August 29, 2024, by and between Applied Digital Corporation and YA
II PN, LTD (Incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K/A, filed with the SEC on
September 4, 2024). |
| 10.68 |
|
Form
of Securities Purchase Agreement (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed
with the SEC on September 10, 2024). |
| 10.69 |
|
Form
of Registration Rights Agreement (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed
with the SEC on September 10, 2024). |
| 10.70 |
|
Dealer
Manager Agreement, dated as of September 23, 2024, by and between the Company and Preferred Capital Securities, LLC (Incorporated
by reference to Exhibit 10.70 to the Company’s Registration Statement on Form S-1, filed with the SEC on September 23, 2024) |
| 10.71 |
|
Amended
and Restated Services Agreement, by and between Applied Digital Corporation and Preferred Shareholder Services, LLC (Incorporated
by reference to Exhibit 10.71 to the Company’s Registration Statement on Form S-1, filed with the SEC on September 23, 2024) |
| 10.72 |
|
First
Amendment to Promissory Note and Waiver Agreement, dated October 8, 2024, by and between APLD Holdings 2 LLC and CIM APLD Lender
Holdings, LLC (Incorporated by reference to Exhibit 10.16 to the Company’s Quarterly Report on Form 10-Q, filed with the SEC
on October 9, 2024). |
| 10.73 |
|
Mohmand
Offer Letter, date October 11, 2014, between Applied Digital Corporation and Saidal Mohmand (Incorporated by reference to Exhibit
10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on October 15, 2024). |
| 10.74 |
|
Amendment
No. 2 to Executive Employment Agreement, dated October 15, 2024, by and between Applied Digital Corporation and David Rench (Incorporated
by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the SEC on October 15, 2024). |
| 10.75 |
|
Executive
Employment Agreement, dated October 10, 2024, by and between the Company and Wes Cummins (Incorporated by reference to Exhibit 10.3
to the Company’s Current Report on Form 8-K, filed with the SEC on October 15, 2024). |
| 21.1 |
|
List
of Subsidiaries (Incorporated by reference to Exhibit 21.1 of the Company’s Annual Report on Form 10-K, filed with the SEC
on August 30, 2024). |
| 23.1* |
|
Consent of Marcum, LLP. |
| 23.2* |
|
Consent of Snell & Wilmer L.L.P. (Included in Exhibit 5.1). |
| 24.1* |
|
Power of Attorney (contained on signature page). |
| 107* |
|
Filing Fee Table. |
*
Filed herewith.
†
Management compensatory agreement.
#
Portions of this exhibit have been omitted pursuant to Rule 601(b)(10) of Regulation S-K. The omitted information is not material and
would likely cause competitive harm to the registrant if publicly disclosed.
%
The schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5) and Item 1.01, Instruction 4 of Form
8-K. The Registrant agrees to furnish supplementally a copy of all omitted schedules to the Securities and Exchange Commission upon its
request.
Item
17. Undertakings.
The
undersigned registrant hereby undertakes to
(a)
Provide to the underwriters at the closing specified in the underwriting agreement certificates in such denominations and registered
in such names as required by the underwriters to permit prompt delivery to each purchaser.
(b)
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i)
To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii)
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation
of Registration Fee” table in the effective registration statement; and
(iii)
To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement. provided,
however, that paragraphs (b)(1)(i), (ii), and (iii) of this section do not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section
13 or section 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)) that are incorporated by reference in the registration
statement.
(c)
That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(d)
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the
termination of the offering.
(e)
For the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b)
as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses
filed in reliance on Rule 430A (§230.430A of this chapter), shall be deemed to be part of and included in the registration statement
as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus
that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration
statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such
first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration
statement or made in any such document immediately prior to such date of first use.
(f)
That for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution
of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant
to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities
are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to
the purchaser and will be considered to offer or sell such securities to such purchaser:
(i)
Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule
424;
(ii)
Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by
the undersigned registrant;
(iii)
The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant
or its securities provided by or on behalf of the undersigned registrant; and
(iv)
Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
(g)
The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant
to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(h)
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication
of such issue.
(i)
That:
| (1) |
For
purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed
as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant pursuant
to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time
it was declared effective. |
| (2) |
For
the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering thereof. |
SIGNATURES
Pursuant
to the requirements of the Securities Act, the registrant 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 day of October 23, 2024.
| |
APPLIED
DIGITAL CORPORATION |
|
| |
|
|
| By: |
/s/
Wes Cummins |
|
| |
Wes
Cummins |
|
| |
Chief
Executive Officer and |
|
| |
Chairman(Principal
Executive Officer) |
|
POWER
OF ATTORNEY
Each
person whose signature appears below constitutes and appoints Wes Cummins and Saidal Mohmand and each of them singly, his or her
true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign any and all amendments (including, without limitation, post-effective amendments)
to this registration statement and any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933,
as amended, and to file the same, with all exhibits thereto and all other documents in connection therewith, with the SEC, granting unto
each said attorney-in-fact and agent full power and authority to do and perform each and every act in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents or either of them or their, his or her substitute or substitutes may lawfully do or cause
to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons on
behalf of the registrant in the capacities and on the dates indicated.
| Signature |
|
Title |
|
Date |
| |
|
|
|
|
| /s/
Wes Cummins |
|
Chief
Executive Officer and Chairman |
|
October
23, 2024 |
| Wes
Cummins |
|
(Principal
Executive Officer) |
|
|
| |
|
|
|
|
| /s/
Saidal Mohmand |
|
Chief
Financial Officer |
|
October
23, 2024 |
| Mohammad
Saidal L. Mohmand |
|
(Principal
Financial Officer and Principal Accounting Officer) |
|
|
| |
|
|
|
|
| /s/
Chuck Hastings |
|
Director |
|
October
23, 2024 |
| Chuck
Hastings |
|
|
|
|
| |
|
|
|
|
| /s/
Douglas Miller |
|
Director |
|
October
23, 2024 |
| Douglas
Miller |
|
|
|
|
| |
|
|
|
|
| /s/
Richard Nottenburg |
|
Director |
|
October
23, 2024 |
| Richard
Nottenburg |
|
|
|
|
| |
|
|
|
|
| /s/
Rachel Lee |
|
Director |
|
October
23, 2024 |
| Rachel
Lee |
|
|
|
|
| |
|
|
|
|
| /s/
Kate Reed |
|
Director |
|
October
23, 2024 |
| Kate
Reed |
|
|
|
|
| |
|
|
|
|
| /s/
Ella Benson |
|
Director |
|
October
23, 2024 |
Ella
Benson
|
|
|
|
|
Exhibit
5.1
Snell
& Wilmer L.L.P.
Hughes
Center
3883
Howard Hughes Parkway, Suite 1100
Las
Vegas, NV 89169-5958
TELEPHONE:
702.784.5200
FACSIMILE:
702.784.5252
October
23, 2024
Applied
Digital Corporation
3811
Turtle Creek Blvd., Suite 2100
Dallas,
Texas 75219
| |
Re: |
Registration Statement
on Form S-1 |
Ladies
and Gentlemen:
We
have served as special Nevada counsel to Applied Digital Corporation, a Nevada corporation (the “Company”), in connection
with the Company’s preparation and filing with the Securities and Exchange Commission (the “Commission”) of the Company’s
Registration Statement on Form S-1 on the date hereof (as amended from time to time, the “Registration Statement”) under
the Securities Act of 1933, as amended (the “Securities Act”).
The
Registration Statement relates to the registration and sale by the selling securityholder named in the Registration Statement of (i)
Common Stock Purchase Warrant, dated August 11, 2024 (the “Warrant”), issued by the Company, in favor of CIM APLD Lender
Holdings, LLC to purchase up to 2,964,917 of the Company’s common stock, par value $0.001 per share (the “Common Stock”)
and (ii) up to 2,964,917 shares of the Common Stock issuable upon exercise of the Warrant (subject to the limitations and adjustment
contained in the Warrant (as defined below), the “Warrant Shares”).
This
opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act in connection
with the filing of the Registration Statement. All capitalized terms used herein and not otherwise defined shall have the respective
meanings given to them in the Registration Statement.
In
connection with this opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of (i) the
Registration Statement and exhibits thereto, including the Prospectus; (ii) the Second Amended and Restated Articles of Incorporation
of the Company, as amended, as currently in effect; (iii) the Third Amended and Restated Bylaws of the Company, as amended, as currently
in effect; (iv) the Warrant and (v) certain resolutions and minutes of meetings of the Board of Directors of the Company relating to
(A) the issuance and sale of the Warrant and the reservation and issuance of the Warrant Shares, resale registration of the Warrant Shares,
the filing of the Registration Statement and (B) other related matters. For the purpose of rendering this opinion, we have made such
factual and legal examinations as we deemed necessary under the circumstances, and in that connection therewith we have examined, among
other things, originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records, certificates
of public officials, certificates of officers or other representatives of the Company, and other instruments and have made such inquiries
as we have deemed appropriate for the purpose of rendering this opinion.
In
our examination, we have assumed without independent verification the legal capacity of all natural persons, the genuineness of all signatures,
the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us
as facsimile, electronic, certified, conformed or photostatic copies, and the authenticity of the originals of such copies. In making
our examination of executed documents, we have assumed that the parties thereto, other than the Company, had the power, corporate or
other, to enter into and perform all obligations thereunder and have also assumed the due authorization by all requisite action, corporate
or other, and the execution and delivery by such parties of such documents and the validity and binding effect thereof on such parties,
including that the Warrant will constitute valid and legally binding obligations of the Company, enforceable against the Company in accordance
with its terms. Our opinions are subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and
similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity,
including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding
at law or in equity). As to any facts material to the opinions expressed herein which were not independently established or verified,
we have relied upon oral or written statements and representations of officers or other representatives of the Company and others.
Applied
Digital Corporation
October
23, 2024
Page
2
On
the basis of, and in reliance on, the foregoing examination and subject to the assumptions, exceptions, qualifications and limitations
contained herein, we are of the opinion that (i) the Warrant has been duly authorized, executed and delivered by the Company and (ii)
the Warrant Shares (as defined in the Warrant) initially issuable by the Company upon the exercise of the Warrant have been duly authorized
and reserved for issuance by the Company and, when issued and delivered in accordance with the terms of the Warrant, will be validly
issued, fully paid and nonassessable.
We
render this opinion only with respect to the general corporate law of the State of Nevada as set forth in Chapter 78 of the Nevada Revised
Statutes. We neither express nor imply any obligation with respect to any other laws or the laws of any other jurisdiction or of the
United States. For purposes of this opinion, we assume that the Securities will be issued in compliance with all applicable state securities
or blue sky laws.
The
opinion expressed herein is limited to the matters specifically set forth herein and no other opinion shall be inferred beyond the matters
expressly stated. We assume no obligation to supplement this opinion if any applicable law changes after the date hereof or if
we become aware of any fact that might change the opinion expressed herein after the date hereof. Without limiting the generality of
the foregoing, we neither express nor imply any opinion regarding the contents of the Registration Statement.
We
are opining only as to matters expressly set forth herein, and no opinion should be inferred as to any other matters. This opinion is
rendered as of the date hereof and is based upon currently existing statutes, rules, regulations and judicial decisions. We disclaim
any obligation to advise you of any change in any of these sources of law or subsequent legal or factual developments that affect any
matters or opinions set forth herein.
We
hereby consent to the filing of this opinion with the Commission as Exhibit 5.1 to the Registration Statement. We also consent to the
reference to our firm under the heading “Legal Matters” in the Registration Statement. In giving such consent, we do not
thereby concede that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the
rules and regulations of the Commission promulgated thereunder.
|
Very truly yours, |
| |
|
| |
Snell & Wilmer L.L.P. |
Exhibit
5.2
October
23, 2024
Applied
Digital Corporation
3811
Turtle Creek Blvd., Suite 2100
Dallas,
Texas 75219
Ladies
and Gentlemen:
We
have acted as counsel for Applied Digital Corporation, a Nevada corporation (the “Company”), in connection with the
preparation and filing of a Registration Statement on Form S-1 (the “Registration Statement”), including a related
prospectus filed with the Registration Statement (the “Prospectus”), with the Securities and Exchange Commission (the
“Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”). The Registration
Statement covers the registration of the resale of (i) a warrant (the “Warrant”) to purchase up to 2,964,917 shares
(the “Warrant Shares”) of common stock, par value $0.001 per share (the “Common Stock”), and (ii)
the Warrant Shares.
In
connection with rendering this opinion, we have examined and relied upon the Registration Statement, the Prospectus, the Second Amended
and Restated Articles of Incorporation, as amended, and the Third Amended and Restated Bylaws of the Company, the form of the Warrant
and such other corporate records, agreements, documents and instruments, and such certificates or comparable documents of public officials
and of officers and representatives of the Company, and we have made such inquiries of such officers and representatives, as we have
deemed necessary or appropriate for the purposes of this opinion.
In
such examination, we have assumed (i) the genuineness of all signatures, (ii) the legal capacity of all natural persons, the authenticity
of all documents submitted to us as originals, (iii) the conformity to original documents of all documents submitted to us as certified,
conformed or photostatic copies, (iv) the authenticity of the originals of such latter documents, (v) the truth, accuracy, and completeness
of the information, representations, and warranties contained in the records, documents, instruments, and certificates we have reviewed,
and (vi) that, as set forth in a separate opinion delivered to the Company on the date hereof by Snell & Wilmer L.L.P., Nevada counsel
to the Company, the Warrant and the Warrant Shares have been duly authorized for execution and delivery by the Company. As to certain
questions of fact material to this opinion, we have relied upon certificates or comparable documents of officers and representatives
of the Company and have not sought to independently verify such facts.
Based
on the foregoing, and subject to the qualifications stated herein, we are of the opinion that the Warrant constitutes the legal, valid
and binding obligation of the Company, enforceable against the Company in accordance with their terms.
Our
opinion set forth above is subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and
other similar laws relating to or affecting creditors’ rights generally, (ii) general equitable principles (whether considered
in a proceeding in equity or at law) or (iii) an implied covenant of good faith and fair dealing. Our opinion is subject to the qualification
that the availability of specific performance, an injunction or other equitable remedies is subject to the discretion of the court before
which the request is brought.
We
express no opinion as to any provision of the Warrant that: (i) provides for economic remedies to the extent such provisions may constitute
unlawful penalties, (ii) relates to advance waivers of claims, defenses, rights granted by law, or notice, opportunity for hearing, evidentiary
requirements, statutes of limitations, trial by jury, or procedural rights, (iii) restricts non-written modifications and waivers, (iv)
provides for the payment of legal and other professional fees where such payment is contrary to law or public policy, (v) relates to
exclusivity, election or accumulation of rights or remedies, (vi) authorizes or validates conclusive or discretionary determinations,
or (vii) provides that provisions of the Warrant are severable to the extent an essential part of the agreed exchange is determined to
be invalid and unenforceable.
The
opinion expressed herein is limited to the laws of the State of New York. We express no opinion as to the effect on the matters covered
by this letter of the laws of any other jurisdiction. This opinion is limited to such laws as are in effect on the date hereof, and we
disclaim any obligation to advise you of facts, circumstances, events or developments which hereafter may be brought to our attention
and which may alter, affect or modify the opinion expressed herein. The opinion expressed herein is limited to the matters stated herein
and no opinion is implied or may be inferred beyond the matters expressly stated. Without limitation, no opinion is expressed herein
with respect to the qualification of the Warrant or the Warrant Shares under the securities or blue sky laws of any state or any foreign
jurisdiction. We express no opinion as to whether a state court outside of the State of New York or a federal court of the United States
would give effect to the choice of New York law provided for in the Warrant.
We
hereby consent to the filing of this letter as an exhibit to the Registration Statement and to the reference to our firm under the caption
“Legal Matters” in the Prospectus which is a part of the Registration Statement. In giving such consents, we do not thereby
admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations
of the Commission promulgated thereunder.
| |
Very
truly yours, |
| |
|
| |
/s/
Lowenstein Sandler LLP |
| |
|
| |
Lowenstein
Sandler LLP |
Exhibit
23.1
Independent
Registered Public Accounting Firm’s Consent
We
consent to the incorporation by reference in this Registration Statement of Applied Digital Corporation on Form S-1 of our report dated
August 30, 2024, with respect to our audits of the consolidated financial statements of Applied Digital Corporation as of May 31, 2024
and 2023 and for each of the two years in the period ended May 31, 2024 appearing in the Annual Report on Form 10-K of Applied Digital
Corporation for the year ended May 31, 2024. We also consent to the reference to our firm under the heading “Experts” in
the Prospectus, which is part of this Registration Statement.
/s/
Marcum llp
Marcum
llp
New
York, NY
October
22, 2024
Exhibit
107
Calculation
of Filing Fee Table
Form
S-1
(Form
Type)
Applied
Digital Corporation
(Exact
Name of Registrant as Specified in its Charter)
Table
1: Newly Registered Securities
| Security Type | |
Security
Class Title | |
Fee
Calculation
Rule | |
Amount
Registered
(1) | | |
Proposed
Maximum
Offering
Price Per
Unit | | |
Maximum
Aggregate
Offering
Price | | |
Fee Rate | | |
Amount of
Registration
Fee | |
| Equity | |
Common stock, par value $0.001 per share, underlying the Warrants | |
Rule 457(c) | |
| 2,964,917 | (2) | |
$ | 7.86 | (3) | |
$ | 23,304,247.62 | | |
$ | 0.0001531 | | |
$ | 3,567.88 | |
| Equity | |
Warrants to purchase shares of Common Stock, par value $0.001 per share | |
Rule 457(g) | |
| 2,964,917 | (4) | |
| - | (5) | |
| - | | |
| - | | |
| - | |
| | |
| |
| |
| | | |
| Total Offering Amounts | | |
$ | 3,567.88 | |
| | |
| |
| |
| | | |
| Total Fee Offsets | | |
$ | - | |
| | |
| |
| |
| | | |
| Net Fee Due | | |
$ | 3,567.88 | |
1. Pursuant to Rule 416(a) under the Securities
Act of 1933, as amended (the “Securities Act”), this registration statement also covers an indeterminate number of additional
shares as may be issuable as a result of stock splits, stock dividends or similar transactions.
2. Consists
of 2,964,917 shares of the registrant’s common stock, par value $0.001 per share (“Common Stock”), issuable
upon exercise of warrants (the “Warrants”) issued to the selling stockholder on August 11, 2024, in
accordance with the terms and conditions of that certain Promissory Note, dated June 7, 2024, by and between APLD Holdings 2 LLC
(“APLD Holdings”) and the selling stockholder, and that certain Waiver Agreement, dated August 11, 2024, by and between
APLD Holdings and the selling stockholder.
3. Pursuant to Rule 457(c) under the Securities
Act, and solely for the purpose of calculating the registration fee, the proposed maximum offering price per share is the average of
the high and low prices reported for the Common Stock quoted on The Nasdaq Global Select Market on October 16, 2024.
4.
Represents the Warrants being registered for resale.
5. In accordance with Rule 457(g) under the Securities
Act, because the shares of Common Stock underlying the Warrants are registered hereby, no separate registration fee is required with
respect to the Warrants registered hereby.
Applied Digital (NASDAQ:APLD)
Gráfica de Acción Histórica
De Mar 2025 a Abr 2025
Applied Digital (NASDAQ:APLD)
Gráfica de Acción Histórica
De Abr 2024 a Abr 2025
