apld-20231009


Nevada	001-31968	95-4863690
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

3811 Turtle Creek Blvd.,

Suite 2100,

Dallas,

75219

(Address of principal executive offices)

(Zip Code)

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):

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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).

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	APLD	Nasdaq Global Select Market

On October 9, 2023, Applied Digital Corporation. (the “Company”) issued a press release announcing its financial results for the three months ended August 31, 2023.

A copy of such press release is attached as Exhibit 99.1 hereto and incorporated herein by reference.

Subsequent to the issuance of the press release, the Company made an accrual of $2.3 million for loss on legal settlement. The accrual resulted in the following updated metrics:

•Net loss increased from $9.6 million or $(0.10) loss per basic and diluted share, to $11.9 million, or $(0.12) loss per basic and diluted share

•EBITDA (a non-GAAP measure) decreased from EBITDA of $0.8 million to an EBITDA loss of $1.5 million.


	Three Months Ended
Reconciliation of Net loss to EBITDA	August 31, 2023		August 31, 2022
Net loss attributable to Applied Digital (GAAP)	$	(11,457)	$	(4,531)
Interest expense	2,074		356
Income tax benefit (expense)	—		32
Depreciation and amortization	7,860		1,136
EBITDA (Non-GAAP)	$	(1,523)	$	(3,007)

Please reference the Company’s quarterly report filed on Form 10-Q for full disclosure of the updated metrics.

The information in this Item 2.02 of Form 8-K and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, regardless of any general incorporation language in such filing.


Exhibit No.						Description

99.1						Press Release dated October 9, 2023.
104						Cover 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.



						By:			/s/ David Rench
						Name:			David Rench
						Title:			Chief Financial Officer


Item 2.02.			Results of Operations and Financial Condition


Item 9.01			Financial Statements and Exhibits EXHIBIT INDEX