Washington, DC 20549

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
June 26, 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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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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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 June 26, 2023, Applied Digital Corporation (the “Company”) entered into an At Market Issuance Sales Agreement (the “Sales Agreement”) with Craig-Hallum Capital Group LLC. (the “Sales Agent”), pursuant to which the Company may offer and sell, from time to time, through the Sales Agent, up to $125,000,000 of shares of its common stock, par value $0.001 per share (the “Common Stock”).

The Company is not obligated to sell any shares under the Sales Agreement. Subject to the terms and conditions of the Sales Agreement, the Sales Agent will use commercially reasonable efforts consistent with their normal trading and sales practices, applicable state and federal law, rules and regulations and the rules of The Nasdaq Global Select Market to sell shares from time to time based upon the Company’s instructions, including any price, time or size limits specified by the Company. Upon delivery of a placement notice to the Sales Agent, and subject to the Company’s instructions in that notice, and the terms and conditions of the Sales Agreement generally, the Sales Agent may sell the Common Stock by any method permitted by law deemed to be an “at the market offering” as defined by Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended.

The Sales Agreement provides that the Agent will be entitled to compensation for its services in an amount equal to 3.0% of the gross proceeds from the sales thereunder except for the sale of any block trade over $10 million for which the compensation to the Sales Agent will be up to 5.0% of the gross proceeds from the sale. The Sales Agreement contains customary representations, warranties and agreements by the Company, indemnification obligations of the Company and the Agents, other obligations of the parties and termination provisions.

The shares of Common Stock will be issued pursuant to the Company’s effective shelf registration statement on Form S-3 (File No. 333-272023), filed with the Securities and Exchange Commission (the “SEC”) on May 17, 2023, and declared effective by the SEC on June 5, 2023. The Company filed a prospectus supplement, dated June 26, 2023, with the SEC in connection with the offer and sale of the shares of Common Stock pursuant to the Sales Agreement.

The foregoing description of the Sales Agreement is not complete and is qualified in its entirety by reference to the full text of such agreement, a copy of which is filed herewith as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.

A copy of the legal opinion and consent of Snell & Wilmer L.L.P. relating to the shares of Common Stock being offered is attached hereto as Exhibit 5.1.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any shares under the Sales Agreement, nor shall there be any sale of such shares in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

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

Exhibit No.Description
23.1Consent of Snell & Wilmer L.L.P (included in Exhibit 5.1)
104Cover Page Interactive Data File (embedded within the Inline XBRL document).



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: June 26, 2023
By: /s/ David Rench
Name:David Rench
Title:Chief Financial Officer