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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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Applied Digital Corp. (Name of Issuer) |
Common Stock, par value $0.001 per share (Title of Class of Securities) |
038169207 (CUSIP Number) |
Wesley Cummins Applied Digital Corporation, 3811 Turtle Creek Blvd., Suite 2100 Dallas, TX, 75219 (214) 556-2465 Steven E. Siesser, Esq. Lowenstein Sandler LLP, 1251 Avenue of the Americas New York, NY, 10020 (212) 204-8688 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
03/26/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 038169207 |
| 1 |
Name of reporting person
Wesley Cummins | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
22,254,970.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
10.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
See Item 5 for additional information.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.001 per share | |
| (b) | Name of Issuer:
Applied Digital Corp. | |
| (c) | Address of Issuer's Principal Executive Offices:
3811 TURTLE CREEK BLVD., SUITE 2100, DALLAS,
TEXAS
, 75219. | |
Item 1 Comment:
Explanatory Note: This Amendment No. 3 (this "Amendment") amends and supplements Schedule 13D filed by the Reporting Person with the Securities and Exchange Commission (the "SEC") on April 21, 2022, as amended by Amendment No. 1 to Schedule 13D filed by the Reporting Person with the SEC on December 5, 2022 ("Amendment No. 1") and Amendment No. 2 to Schedule 13D filed by the Reporting Person with the SEC on November 29, 2024 ("Amendment No. 2,"and collectively "Schedule 13D, as amended"). Except as specifically provided herein, this Amendment does not modify or amend any of the information previously reported on Schedule 13D, as amended. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in Schedule 13D, as amended. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 of the Schedule 13D, as amended, is hereby supplemented as follows:
On February 5, 2025, as the result of previously issued RSUs vesting, the Reporting Person received 83,333 shares of Common Stock, of which 21,009 shares of Common Stock were withheld for tax purposes (collectively, the "February 2025 Vesting"). | ||
| Item 4. | Purpose of Transaction | |
Item 4 of Schedule 13D, as amended, is hereby supplemented as follows:
Pursuant to a certain Membership Interest Purchase Agreement (the "March 2025 Purchase Agreement"), dated March 26, 2025, by and between Lost River, LLC (the "Purchaser"), of which the Reporting Person is a member, and 1334 Partners, L.P. (the "Seller"), an entity which holds 100% of the membership interests in Beacon Partners LLC ("Beacon"), the Reporting Person shall transfer 1,000,000 shares of Common Stock on behalf of the Purchaser to the Seller in exchange for 49% of the membership interests of Beacon and a $1,400,000 credit to the Purchaser's pro rata share of operating expenses of Beacon. The closing price of the Common Stock prior to the signing of the March 2025 Purchase Agreement was $7.44 per share. In connection with the March 2025 Purchase Agreement, the Purchaser delivered a certain Direction Letter (the "March 2025 Direction Letter"), dated March 26, 2025, to the Reporting Person directing the Reporting Person to transfer the 1,000,000 shares of Common Stock on behalf of the Purchaser to the Seller.
The Reporting Person acquired, disposed of, and holds the securities described herein as the Chairman and Chief Executive Officer of the Issuer and for investment purposes in the ordinary course of business. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5 of Schedule 13D, as amended, is hereby supplemented as follows:
The information contained in rows 7, 8, 9, 10, 11 and 13 of the cover page of this Amendment and the information set forth in or incorporated by reference in Item 3, Item 4 and Item 6 of this Amendment is hereby incorporated by reference in its entirety into this Item 5.
As of the date hereof, the Reporting Person may be deemed to be the beneficial owner of an aggregate of 22,254,970 shares of Common Stock, all of which securities he has sole voting and dispositive power, including: (i) 17,590,238 shares of Common Stock held by Cummins Family Ltd, of which the Reporting Person is the Chief Executive Officer, (ii) 2,296,113 shares of Common Stock held directly by the Reporting Person, (iii) 742,166 shares of Common Stock held by the Reporting Person's individual retirement account, and (iv) 1,626,453 shares of Common Stock held by 272 Capital, of which the Reporting Person is the President. The following RSUs are included in the Reporting Person's beneficial ownership as of the date hereof except to the extent such RSUs remain unvested or will not vest within 60 days after the date hereof: (i) 500,000 RSUs granted on August 5, 2022, of which one-sixth (1/6) of the RSUs vested on February 5, 2023, August 5, 2023, February 5, 2024, August 5, 2024, and February 5, 2025 and will further vest on August 5, 2025, (ii) 600,000 RSUs granted on April 4, 2023, of which one-third (1/3) of the RSUs vested on April 4, 2024 and one-sixth (1/6) of the RSUs vested on October 4, 2024, and will further vest on April 4, 2025 (which shall vest within 60 days after the date hereof), October 4, 2025 and April 4, 2026, and (iii) 600,000 RSUs granted on October 10, 2024, of which one-third (1/3) of the RSUs vest on October 10, 2025 and one-sixth (1/6) vest on April 10, 2026, October 10, 2026, April 10, 2027, and October 10, 2027. The Reporting Person's holdings represent an aggregate of approximately 10.0% of the Issuer's outstanding shares of Common Stock (based on 222,903,471 shares of Common Stock reported as outstanding as of January 13, 2025 in the Issuer's Quarterly Report on Form 10-Q, filed with the SEC on January 14, 2025). | |
| (b) | As of the date hereof, the Reporting Person may be deemed to be the beneficial owner of an aggregate of 22,254,970 shares of Common Stock, all of which securities he has sole voting and dispositive power. | |
| (c) | Except for the February 2025 Vesting, the March 2025 Purchase Agreement and the March 2025 Direction Letter, there were no transactions by the Reporting Person in shares of Common Stock during the period commencing sixty (60) days prior to the date hereof. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 of Schedule 13D, as amended, is hereby supplemented as follows:
The disclosure set forth above in Item 4 regarding the March 2025 Purchase Agreement and the March 2025 Direction Letter is incorporated herein and is qualified by reference to the text thereof. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Item 7 of Schedule 13D, as amended, is hereby supplemented as follows:
Exhibit 2 Membership Interest Purchase Agreement, dated March 26, 2025, by and between Lost River, LLC and 1334 Partners, L.P.
Exhibit 3 Direction Letter, dated March 26, 2025, by Lost River, LLC to Wesley Cummins. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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