Washington, DC 20549

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
May 19, 2023
(Date of earliest event reported)

(Exact name of registrant as specified in its charter)
(State or other jurisdiction
of incorporation)
(Commission File Number)
(IRS Employer
Identification No.)
3811 Turtle Creek Blvd.,Suite 2100,Dallas,TX75219
(Address of principal executive offices)(Zip Code)
(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common StockAPLDNasdaq Global Select Market

Item 1.01    Entry into a Material Definitive Agreement.

On May 23, 2023, SAI Computing LLC (the “Borrower”), a wholly-owned subsidiary of Applied Digital Corporation (the “Company”), entered into a Loan and Security Agreement with B. Riley Commercial Capital, LLC and B. Riley Securities, Inc. ( the “Lenders”), B. Riley Commercial Capital, LLC, as Collateral Agent, and the Company as Guarantor (the “Loan and Security Agreement”). The Loan and Security Agreement provides for a term loan (the “Loan”) in the principal amount of $50,000,000 with a maturity date of May 23, 2025. At the closing on May 23, 2023, the Lenders advanced to the Borrower $36,500,000, with the remaining $13,500,000 to be advanced at the sole discretion of the Lenders.

The Loan and Security Agreement provides for an interest rate of 9.00% per annum. The proceeds of the Loan will be used to provide additional liquidity to fund the buildout of the Company’s recently announced AI cloud platform and datacenters by the Borrower, and for general corporate purposes and working capital. The Loan and Security Agreement contains events of default and covenants customary for such an agreement.

The Loan is secured by a security interest in substantially all of the assets of the Borrower as set forth in the Loan and Security Agreement and a security interest in any proceeds of the Borrower’s operations. Pursuant to the Loan and Security Agreement, the Company unconditionally guaranteed the Borrower’s obligations to the Lender.

The foregoing description of the Loan and Security Agreement is qualified in its entirety by reference to such document, which is filed as Exhibit 10.1 to this Form 8-K and is incorporated herein by reference.

A press release announcing the Loan was issued on May 19, 2023 and is filed as Exhibit 99.1 to this Form 8-K.

Item 9.01Financial Statements and Exhibits.
(d) Exhibits.

Exhibit No.Description
10.1 **
104Cover Page Interactive Data File (embedded within the Inline XBRL document).
** 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.


Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: May 24, 2023
By: /s/ David Rench
Name:David Rench
Title:Chief Financial Officer