APLD / Applied Digital Corporation - Документы SEC, Годовой отчет, Доверенное заявление

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 28, 2025 (Date of earliest event reported) APPLIED DIGITAL

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K/A (Amendment No.

DATACENTER LEASE BUILDING 4 APLD ELN-02 C LLC, a Delaware limited liability company as Landlord COREWEAVE, INC., a Delaware corporation as Tenant August 28, 2025 SCHEDULE “1” CERTAIN DEFINED TERMS

Exhibit 10.1 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS A TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED. [***] DATACENTER LEASE BUILDING 4 Between APLD ELN-02 C LLC, a Delaware limited liability company as Landlord and COREWEAVE, INC., a Delaware c

As filed with the Securities and Exchange Commission on August 29, 2025

As filed with the Securities and Exchange Commission on August 29, 2025 Registration No.

Applied Digital Finalizes Additional 150MW Lease with CoreWeave in North Dakota Polaris Forge 1 Campus to Now Deliver 400MW in Total Critical IT Capacity to CoreWeave, Further Bolstering Applied Digital’s Strategic Expansion into Advanced Compute Inf

Exhibit 99.1 Applied Digital Finalizes Additional 150MW Lease with CoreWeave in North Dakota Polaris Forge 1 Campus to Now Deliver 400MW in Total Critical IT Capacity to CoreWeave, Further Bolstering Applied Digital’s Strategic Expansion into Advanced Compute Infrastructure DALLAS — Aug. 29, 2025 — Applied Digital (NASDAQ: APLD) announced today that it has finalized a new lease agreement with Core

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 28, 2025 APPLIED DIGITAL C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 28, 2025 APPLIED DIGITAL CORPORATION (Exact name of registrant as specified in its charter) Nevada 001-31968 95-4863690 (State or other jurisdiction of incorporation) (Commissi

21,000,653 shares of common stock

PROSPECTUS SUPPLEMENT To Prospectus dated June 3, 2025 Filed Pursuant to 424(b)(3) Registration No.

RESOLUTIONS FOR CERTIFICATE OF AMENDMENT TO CERTIFICATE OF DESIGNATIONS OF THE POWERS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL AND OTHER RESTRICTIONS OF SERIES G CONVERTIBLE PREFERRED STOCK OF APPLIED DIGITAL CORPORATION

Exhibit 3.1 RESOLUTIONS FOR CERTIFICATE OF AMENDMENT TO CERTIFICATE OF DESIGNATIONS OF THE POWERS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL AND OTHER RESTRICTIONS OF SERIES G CONVERTIBLE PREFERRED STOCK OF APPLIED DIGITAL CORPORATION The undersigned, Saidal Mohmand, does hereby certify that: 1. Saidal Mohmand is the Chief Financial Officer of Applied Digital Corporation (the “Corporation”

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 14, 2025 (Date of earliest event reported) APPLIED DIGITAL CORPORATION (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 14, 2025 (Date of earliest event reported) APPLIED DIGITAL CORPORATION (Exact name of registrant as specified in its charter) Nevada 001-31968 95-4863690 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

FIRST AMENDMENT TO PREFERRED EQUITY PURCHASE AGREEMENT

Exhibit 10.1 FIRST AMENDMENT TO PREFERRED EQUITY PURCHASE AGREEMENT THIS FIRST AMENDMENT TO PREFERRED EQUITY PURCHASE AGREEMENT (this “Amendment”), dated August 14, 2025, is entered into by and among the investment entities named on the signature pages hereto (each, an “Investor” and collectively, the “Investors”) and APPLIED DIGITAL CORPORATION, a company incorporated under the laws of the State

Description of Securities.

Exhibit 4.14 DESCRIPTION OF SECURITIES The following descriptions are summaries of the material terms of our capital stock. It is subject to and qualified in its entirety by reference to our second amended and restated articles of incorporation, as further amended to date (“Articles”) and our third amended and restated bylaws (“Bylaws”), which are included as exhibits to our annual report, of whic

Applied Digital Reports Fiscal Fourth Quarter and Full Year 2025 Results

Applied Digital Reports Fiscal Fourth Quarter and Full Year 2025 Results DALLAS, TX – July 30, 2025 - Applied Digital Corporation (Nasdaq: APLD) ("Applied Digital" or the "Company"), a designer, builder, and operator of next-generation digital infrastructure designed for high-performance computing (“HPC”) applications and data center hosting (“Data Center Hosting”), reported financial results for the fiscal fourth quarter and fiscal year ended May 31, 2025.

List of Subsidiaries.

EXHIBIT 21.1 Subsidiaries Name of Subsidiary Jurisdiction of Organization Percent Owned 1.21 Gigawatts, LLC Delaware 100% APLD Rattlesnake Den I LLC Delaware 100% APLD ELN-01 LLC Nevada 100% APLD ELN-02 LLC Delaware 100% Applied Talent Resources LLC Nevada 100% APLD GPU-01 LLC Delaware 100% APLD OKC-01 LLC Nevada 100% APLD SLC-01 LLC Delaware 100% APLD IOWA-01 LLC Nevada 100% APLD HPC-01 LLC Delaw

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 July 30, 2025 (Date of earliest event reported) APPLIED DIGITAL CORPORATION (Exact na

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 July 30, 2025 (Date of earliest event reported) APPLIED DIGITAL CORPORATION (Exact name of registrant as specified in its charter) Nevada 001-31968 95-4863690 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended May 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-31968 APPLIED DIGITAL CORP

nsider Trading Policy

ex191-2024insidertrading INSIDER TRADING POLICY APPLIED DIGITAL CORPORATION Adopted on October 28, 2024 This Insider Trading Policy (this “Policy”) of Applied Digital Corporation (the “Company”) is designed to prevent insider trading or allegations of insider trading, protect the Company’s reputation for integrity and ethical conduct and to assist Covered Persons (as defined below) in complying with their obligations under the federal securities laws.

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Table Form S-3 (Form Type) APPLIED DIGITAL CORPORATION (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Fees Previously Paid Security Type Security Class Title Fee Calculation Rule (1) Amount Registered (2) Proposed Maximum Offering Price Per Unit (1) Maximum Aggregate Offering Price (1) Fee Rate Amount of Registration Fee Equity Common Stock, par value $0.

As filed with the Securities and Exchange Commission on June 27, 2025

As filed with the Securities and Exchange Commission on June 27, 2025 Registration No.

Letter from Marcum dated June 20, 2025

Exhibit 16.1 June 20, 2025 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by Applied Digital Corporation under Item 4.01 of its Form 8-K dated June 18, 2025. We agree with the statements concerning our Firm in such Form 8-K; we are not in a position to agree or disagree with other statements of Applied Digital Corporation

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 June 18, 2025 (Date of earliest event reported) APPLIED DIGITAL CORPORATION (Exact na

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 June 18, 2025 (Date of earliest event reported) APPLIED DIGITAL CORPORATION (Exact name of registrant as specified in its charter) Nevada 001-31968 95-4863690 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

39,705,883 Shares of common stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-287729 PROSPECTUS 39,705,883 Shares of common stock This prospectus relates to the resale from time to time of up to 39,705,883 shares of common stock , $0.001 par value per share (“common stock”), of Applied Digital Corporation (the “Company,” “we,” “our,” or “us”) by the selling stockholders named herein or their permitted transferees (each,

Sales Agreement, dated June 2, 2025, by and among Applied Digital Corporation, Northland Securities, Inc. and Wells Fargo, Securities, LLC.

Exhibit 1.2 APPLIED DIGITAL CORPORATION Common Stock (par value $0.001 per share) Sales Agreement June 2, 2025 Northland Securities, Inc. 150 South Fifth Street, Suite 3300 Minneapolis, Minnesota 55402 Wells Fargo Securities, LLC 500 West 33rd Street, 14th Floor New York, New York 10001 Ladies and Gentlemen: Applied Digital Corporation, a Nevada corporation (the “Company”), confirms its agreement

Form of Senior Note (included in Exhibit 4.3).

Exhibit 4.3 APPLIED DIGITAL CORPORATION, as Issuer and ●, as Trustee INDENTURE Dated as of ● Senior Debt Securities CROSS REFERENCE SHEET1 Between Provisions of the Trust Indenture Act of 1939 and the Indenture to be dated as of , 20 between APPLIED DIGITAL CORPORATION and , as Trustee: Section of the Act Section of Indenture 310(a)(1) and (2) 5.08 310(a)(3) and (4) Inapplicable 310(b) 5.09(a), (b

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Table Form S-3 (Form Type) APPLIED DIGITAL CORPORATION (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Fee Previously Paid Security Type Security Class Title Fee Calculation Rule (1) Amount Registered (2) Proposed Maximum Offering Price Per Unit (1) Maximum Aggregate Offering Price (1) Fee Rate Amount of Registration Fee Equity Common Stock, par value $0.

As filed with the Securities and Exchange Commission on June 2, 2025

As filed with the Securities and Exchange Commission on June 2, 2025 Registration No.

As filed with the Securities and Exchange Commission on June 2, 2025

As filed with the Securities and Exchange Commission on June 2, 2025 Registration No.

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Table Form S-3 (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 Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to Be Paid Equity Common Stock, par value $0.

Form of Subordinated Note (included in Exhibit 4.4).

Exhibit 4.4 APPLIED DIGITAL CORPORATION, as Issuer and ●, as Trustee INDENTURE Dated as of ● Subordinated Debt Securities CROSS REFERENCE SHEET1 Between Provisions of the Trust Indenture Act of 1939 and the Indenture to be dated as of , 20 between APPLIED DIGITAL CORPORATION and , as Trustee: Section of the Act Section of Indenture 310(a)(1) and (2) 5.08 310(a)(3) and (4) Inapplicable 310(b) 5.09(

Letter Agreement, dated May 28, 2025, by and between Applied Digital Corporation and CoreWeave, Inc.

Exhibit 10.4 APPLIED DIGITAL CORPORATION 3811 Turtle Creek Blvd, Suite 2100 Dallas, TX 75219 May 28, 2025 CoreWeave, Inc. 290 W Mt. Pleasant Ave., Suite 4100 Livingston, NJ 07039 Re: Issuance of Warrants Reference is made to that certain Datacenter Lease, dated as of the date hereof, by and between APLD ELN-03 LLC, a Delaware limited liability company (the “Landlord”), and CoreWeave, Inc.(“CoreWea

Registration Rights Agreement, dated May 28, 2025, by and between Applied Digital Corporation and CoreWeave, Inc.

Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of May 28, 2025, by and between Applied Digital Corporation, a Nevada corporation (together with any successor entity thereto, the “Company”), on the one hand, and CoreWeave, Inc. (the “Investor”), on the other hand. WHEREAS, on May 28, 2025, the Company issued, pursuant to

Investor Presentation.

Exhibit 99.1

Form of Warrant

Exhibit 4.1 THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT UNDER ANY CIRCUMSTANCES BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR PUR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 28, 2025 APPLIED DIGITAL CORP

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 28, 2025 APPLIED DIGITAL CORPORATION (Exact name of registrant as specified in its charter) Nevada 001-31968 95-4863690 (State or other jurisdiction of incorporation) (Commission

Applied Digital Announces 250MW AI Data Center Lease With CoreWeave in North Dakota

Exhibit 99.2 Applied Digital Announces 250MW AI Data Center Lease With CoreWeave in North Dakota DALLAS — June 2, 2025 — Applied Digital Corporation (Nasdaq: APLD), a designer, builder and operator of next-generation digital infrastructure for HPC applications, has entered into two approximately 15-year lease agreements with CoreWeave, the AI Hyperscaler™. Under the lease agreements, Applied Digit

Building 2 Datacenter Lease, dated May 28, 2025, by and between APLD ELN-02 LLC and CoreWeave, Inc.

Exhibit 10.1 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS A TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED. [***] DATACENTER LEASE BUILDING 2 Between APLD ELN-02 LLC, a Delaware limited liability company as Landlord and COREWEAVE, INC., a Delaware cor

Building 3 Datacenter Lease, dated May 28, 2025, by and between APLD ELN-03 LLC and CoreWeave, Inc.

Exhibit 10.2 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS A TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED. [***] DATACENTER LEASE BUILDING 3 Between APLD ELN-03 LLC, a Delaware limited liability company as Landlord and COREWEAVE, INC., a Delaware cor

Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 30, 2025 APPLIED DIGITAL CORPORATION (Exact name of registrant as specified in its charter) Nevada 001-31968 95-4863690 (State or other jurisdiction of incorporation) (Commission

APPLIED DIGITAL CORPORATION UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Exhibit 99.1 APPLIED DIGITAL CORPORATION UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS The following unaudited pro forma condensed consolidated financial statements consist of the unaudited pro forma condensed consolidated statements of operations for the nine-month period ended February 28, 2025 and the fiscal years ended May 31, 2024 and 2023 and the unaudited pro forma condens

Applied Digital Enters Into a $150 Million Convertible Preferred Equity Facility to Advance Development of Ellendale Multi-Building HPC Campus Draws on the Facility are at the Company’s discretion; The Company will provide an update on a lease for th

Exhibit 99.1 Applied Digital Enters Into a $150 Million Convertible Preferred Equity Facility to Advance Development of Ellendale Multi-Building HPC Campus Draws on the Facility are at the Company’s discretion; The Company will provide an update on a lease for the Company’s Ellendale High Performance Computing data center campus (the “Ellendale HPC Campus”) in the near term DALLAS – April 30, 2025

Equity Purchase Agreement (Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, filed with the SEC on May 1, 2025)

Exhibit 10.1 PREFERRED EQUITY PURCHASE AGREEMENT THIS PREFERRED EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of April 30, 2025 (the “Effective Date”) is made by and among the investment entities named on the signature pages hereto (each, an “Investor” and collectively, the “Investors”) and APPLIED DIGITAL CORPORATION, a company incorporated under the laws of the State of Nevada (the “Comp

Certificate of Designations of the Powers, Preferences and Relative, Participating, Optional and Other Restrictions of Series G Convertible Preferred Stock filed with the Secretary of State of the State of Nevada on April 30, 2025. (Incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed with the SEC on May 1, 2025).

Exhibit 3.1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 30, 2025 (Date of earliest event reported) APPLIED DIGITAL CORPORATION (Exact n

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 30, 2025 (Date of earliest event reported) APPLIED DIGITAL CORPORATION (Exact name of registrant as specified in its charter) Nevada 001-31968 95-4863690 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 27, 2025 APPLIED DIGITAL CORPORATION (Exact name of registrant as specified in its charter) Nevada 001-31968 95-4863690 (State or other jurisdiction of incor

Applied Digital Corporation

Applied Digital Corporation 3811 Turtle Creek Blvd., Suite 2100 Dallas TX, 75219 (214) 427-1704 | www.applieddigital.com April 16, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, N.E. Washington, D.C. 20549 Attention: Lisa Etheredge Robert Littlepage Re: Applied Digital Corporation Form 10-K for the Fiscal Year Ended May 31,

Applied Digital Reports Fiscal Third Quarter 2025 Results

Applied Digital Reports Fiscal Third Quarter 2025 Results DALLAS, TX – April 14, 2025 - Applied Digital Corporation (Nasdaq: APLD) ("Applied Digital" or the "Company"), a designer, builder, and operator of next-generation digital infrastructure designed for high-performance computing (“HPC”) applications, cloud services (“Cloud Services”), and data center hosting (“Data Center Hosting”), reported financial results for the fiscal third quarter ended February 28, 2025.

Warrant, dated February 27, 2025, by and between Applied Digital Corporation and STB Applied Holdings LLC.

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT UNDER ANY CIRCUMSTANCES BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY OTHER APPLICABLE SECURITIES LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE SECURITIES LAWS.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 14, 2025 (Date of earliest event reported) APPLIED DIGITAL CORPORATION (Exact n

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 14, 2025 (Date of earliest event reported) APPLIED DIGITAL CORPORATION (Exact name of registrant as specified in its charter) Nevada 001-31968 95-4863690 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

Certificate, Amendment or Withdrawal of Designation, relating to the Series F Preferred Stock, filed with the Secretary of State of Nevada on April 11, 2025. (Incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q, filed with the SEC on April 14, 2025).

ex31applieddigitalcorpor Business Entity - Filing Acknowledgement 04/11/2025 Work Order Item Number: W2025041100173-4380359 Filing Number: 20254815630 Filing Type: Withdrawal of Designation Filing Date/Time: 4/11/2025 8:03:00 AM Filing Page(s): 5 Indexed Entity Information: Entity ID: C13283-2001 Entity Name: Applied Digital Corporation Entity Status: Active Expiration Date: None Commercial Registered Agent CAPITOL CORPORATE SERVICES, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended February 28, 2025 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from and Commission file number: 001-31968 APPLI

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 March 27, 2025 (Date of earliest event reported) APPLIED DIGITAL CORPORATION (Exact name of registrant as specified in its charter) Nevada 001-31968 95-4863690 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.

Separation Agreement, dated February 20, 2025, by and between the Company and Michael Maniscalco.

Exhibit 10.2 SEPARATION AND GENERAL RELEASE AGREEMENT This Separation and General Release Agreement (“Agreement”) confirms the terms of the separation of Michael Maniscalco’s (“you” or “your”) employment with Applied Digital Corporation (the “Company”), including the consideration described below in Section 4 that you will receive if you (a) sign and return this Agreement to the Company (Attn: Mar

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 31, 2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 31, 2025 APPLIED DIGITAL CORPORATION (Exact name of registrant as specified in its charter) Nevada 001-31968 95-4863690 (State or other jurisdiction of inc

Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, filed with the SEC on February 21, 2025).

Exhibit 10.1 TRANSITION AGREEMENT This Transition Agreement (“Agreement”) confirms the terms of the transition of David Rench (“you”) from an employment relationship with Applied Digital Corporation (the “Company”) to a consulting relationship, including the consideration described below in Section 4 that you will receive if you (a) sign and return this Agreement to the Company (Attn: Mark Chavez)

As filed with the Securities and Exchange Commission on February 18, 2025

As filed with the Securities and Exchange Commission on February 18, 2025 Registration No.

As filed with the Securities and Exchange Commission on February 18, 2025

As filed with the Securities and Exchange Commission on February 18, 2025 Registration No.

As filed with the Securities and Exchange Commission on February 18, 2025

As filed with the Securities and Exchange Commission on February 18, 2025 Registration No.

Credit and Guaranty Agreement, dated as of February 11, 2025, by and among APLD HPC Holdings LLC, the Subsidiary Guarantors, the Lenders and Sumitomo Mitsui Banking Corporation

Exhibit 10.1 Execution Version CREDIT AND GUARANTY AGREEMENT Dated as of February 11, 2025 among APLD HPC HOLDINGS LLC, as the Borrower, each Subsidiary Guarantor party hereto, SUMITOMO MITSUI BANKING CORPORATION, as Administrative Agent and Collateral Agent, and the Lenders party hereto SUMITOMO MITSUI BANKING CORPORATION, as Sole Arranger, Sole Bookrunner, Sole Structuring Bank and Green Loan Co

Parent Guarantee, dated as of February 11, 2025, by and among APLD HPC Holdings LLC, Applied Digital Corporation and Sumitomo Mitsui Banking Corporation

Exhibit 10.3 Execution Version PARENT GUARANTEE Dated as of February 11, 2025 by and among Applied Digital CORPORATION, as Guarantor, APLD HPC HOLDINGS LLC, as Borrower, and SUMITOMO MITSUI BANKING CORPORATION, as Collateral Agent Parent Guarantee TABLE OF CONTENTS Section Page Article I Definitions 1.1. Definitions 1 1.2. Rules of Interpretation 2 Article II PARENT GUARANTEE 2.1. Guarantee 2 2.2.

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K/A (Amendment No.

Collateral Agency, Security and Depositary Agreement, dated as of February 11, 2025, by and among APLD HPC Holdings LLC, the Subsidiary Guarantors and Sumitomo Mitsui Banking Corporation

Exhibit 10.4 Execution Version COLLATERAL AGENCY, SECURITY AND DEPOSITARY AGREEMENT Dated as of February 11, 2025 among APLD HPC HOLDINGS LLC, as Borrower, each Subsidiary Guarantor party hereto, SUMITOMO MITSUI BANKING CORPORATION, as Administrative Agent, SUMITOMO MITSUI BANKING CORPORATION, as Collateral Agent, and SUMITOMO MITSUI BANKING CORPORATION, as Depositary Collateral Agency, Security &

Pledge Agreement, dated as of February 11, 2025, by and among APLD HPC Holdings LLC, APLD HPC TopCo LLC and Sumitomo Mitsui Banking Corporation

Exhibit 10.2 PLEDGE AGREEMENT Dated as of February 11, 2025 made by APLD HPC TOPCO LLC, as Pledgor, APLD HPC HOLDINGS LLC, as Borrower, and SUMITOMO MITSUI BANKING CORPORATION, as Collateral Agent Pledge Agreement TABLE OF CONTENTS Page SECTION 1. Definitions 1 SECTION 2. Pledge and Security Interest 3 SECTION 3. Security for Obligations 4 SECTION 4. Representations and Warranties 4 SECTION 5. Cov

First Amendment to Unit Purchase Agreement, dated February 11, 2025, by and between Applied Digital Corporation, APLD HPC Holdings LLC, APLD HPC TopCo LLC, and MIP VI HPC Holdings, LLC

Exhibit 10.5 FIRST AMENDMENT TO UNIT PURCHASE AGREEMENT THIS FIRST AMENDMENT TO UNIT PURCHASE AGREEMENT (this “Amendment”), dated as of February 11, 2025, is entered into by and among APLD HPC Holdings LLC (f/k/a APLD ELN-02 Holdings LLC), a Delaware limited liability company (“HPC Holdings”), MIP VI HPC Holdings, LLC, a Delaware limited liability company (the “Purchaser”), Applied Digital Corpora

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 February 11, 2025 (Date of earliest event reported) APPLIED DIGITAL CORPORATION (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 February 11, 2025 (Date of earliest event reported) APPLIED DIGITAL CORPORATION (Exact name of registrant as specified in its charter) Nevada 001-31968 95-4863690 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.

Applied Digital Closes $375 Million Financing with SMBC to Support Ellendale HPC Campus

Exhibit 99.1 Applied Digital Closes $375 Million Financing with SMBC to Support Ellendale HPC Campus ● Sumitomo Mitsui Banking Corporation (“SMBC”) leads a $375 million financing for the Company’s Ellendale High Performance Computing (“HPC”) data center campus (the “Ellendale HPC Campus”) ● Provides further validation of the Ellendale HPC Campus through a partnership with one of the world’s leadin

February 11,

February 11, 2025 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

February 11,

February 11, 2025 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

February 11,

February 11, 2025 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 31, 2025 APPLIED DIGITAL

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 31, 2025 APPLIED DIGITAL CORPORATION (Exact name of registrant as specified in its charter) Nevada 001-31968 95-4863690 (State or other jurisdiction of incorporation) (Commiss

EX-99

EX-99 3 ITEM7.txt EXHIBIT 99: ITEM 7 BlackRock Advisors, LLC Aperio Group, LLC BlackRock (Netherlands) B.V. BlackRock Institutional Trust Company, National Association BlackRock Asset Management Ireland Limited BlackRock Financial Management, Inc. BlackRock Asset Management Schweiz AG BlackRock Investment Management, LLC BlackRock Investment Management (UK) Limited SpiderRock Advisors, LLC BlackRo

EX-24

EX-24 2 PowerOfAttorney.txt EXHIBIT 24: POWER OF ATTORNEY POWER OF ATTORNEY The undersigned, BlackRock, Inc., a corporation duly organized under the laws of the State of Delaware, United States (the "Company"), does hereby make, constitute and appoint each of Eric Andruczyk, Richard Cundiff, R. Andrew Dickson, III, Spencer Fleming, Laura Hildner, David Maryles, Christopher Meade, Charles Park, Jam

EX-24

EX-24 2 PowerOfAttorney.txt EXHIBIT 24: POWER OF ATTORNEY POWER OF ATTORNEY The undersigned, BlackRock, Inc., a corporation duly organized under the laws of the State of Delaware, United States (the "Company"), does hereby make, constitute and appoint each of Eric Andruczyk, Richard Cundiff, R. Andrew Dickson, III, Spencer Fleming, Laura Hildner, David Maryles, Christopher Meade, Charles Park, Jam

EX-99

EX-99 3 ITEM7.txt EXHIBIT 99: ITEM 7 BlackRock Advisors, LLC Aperio Group, LLC BlackRock (Netherlands) B.V. BlackRock Institutional Trust Company, National Association BlackRock Asset Management Ireland Limited BlackRock Financial Management, Inc. BlackRock Asset Management Schweiz AG BlackRock Investment Management, LLC BlackRock Investment Management (UK) Limited SpiderRock Advisors, LLC BlackRo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 13, 2025 APPLIED DIGITAL

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 13, 2025 APPLIED DIGITAL CORPORATION (Exact name of registrant as specified in its charter) Nevada 001-31968 95-4863690 (State or other jurisdiction of incorporation) (Commiss

Award, dated October 10, 2024, by and between Applied Digital Corporation and

EXHIBIT 10.11 RESTRICTED STOCK UNIT AWARD as of October 10, 2024 (“Grant Date”) The parties to this Restricted Stock Unit Award (“Award”) are Applied Digital Corporation, a Nevada Corporation (the “Company”), and Wes Cummins, an employee of the Company (“Employee”). The Company has retained Employee as an employee of the Company, and wishes to provide Employee with an incentive to put forth maximu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended November 30, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from and Commission file number: 001-31968 APPLI

Unit Purchase Agreement, dated January 13, 2025, by and among Applied Digital Corporation, APLD HPC Holdings LLC and MIP VI Holdings II, LLC

Exhibit 10.1 Execution Version UNIT PURCHASE AGREEMENT BY AND AMONG APPLIED DIGITAL CORPORATION, APLD HPC HOLDINGS LLC and MIP VI HPC HOLDINGS, LLC Dated as of January 13, 2025 -1- TABLE OF CONTENTS Page 1. Purchase and Sale 2 1.1 Purchase and Issuance of Preferred Units and Common Units at the Closing 2 1.2 Time and Place of Closing; Payments 3 1.3 Conditions Precedent to Closing; Deliveries 3 1.

Incorporated by reference to Exhibit 10.10 to the Company's Quarterly Report on Form 10-Q, filed with the SEC on January 14, 2025)

EXHIBIT 10.10 LETTER AGREEMENT October 16, 2024 Applied Digital Corporation 3811 Turtle Creek Blvd., Suite 2100 Dallas, TX 75219 Attention: Wes Cummins Email: [email protected] Dear Mr. Cummins: Reference is hereby made to (i) that certain Standby Equity Purchase Agreement, dated as of August 28, 2024 (as amended by that First Amendment to Standby Equity Purchase Agreement dated August 29, 20

Applied Digital Agrees to Build a Partnership with Macquarie Asset Management for Funding of up to $5.0 Billion to Drive HPC Growth The $5.0 Billion Investment Can Support Over 2 GW of HPC Data Center Development

Exhibit 99.1 Applied Digital Agrees to Build a Partnership with Macquarie Asset Management for Funding of up to $5.0 Billion to Drive HPC Growth The $5.0 Billion Investment Can Support Over 2 GW of HPC Data Center Development ● Funds managed by Macquarie Asset Management (“MAM”) to invest up to $900 million in the Company’s Ellendale High Performance Computing (“HPC”) data center campus (the “Elle

Restricted Stock Unit Award Agreement, dated November 15, 2024, between Applied Digital Corporation and David Rench.

EXHIBIT 10.15 RESTRICTED STOCK UNIT AWARD as of November 15, 2024 (“Grant Date”) The parties to this Restricted Stock Unit Award (“Award”) are Applied Digital Corporation a Nevada Corporation (the “Company”), and David Rench, an employee of the Company (“Employee”). The Company has retained Employee as an employee of the Company, and wishes to provide Employee with an incentive to put forth maximu

Applied Digital Reports Fiscal Second Quarter 2025 Results

Applied Digital Reports Fiscal Second Quarter 2025 Results DALLAS, TX – January 14, 2025 - Applied Digital Corporation (Nasdaq: APLD) ("Applied Digital" or the "Company"), a designer, builder, and operator of next-generation digital infrastructure designed for high-performance computing (“HPC”) applications, cloud services (“Cloud Services”), and data center hosting (“Data Center Hosting”), reported financial results for the fiscal second quarter ended November 30, 2024.

between Applied Digital Corporation and

EXHIBIT 10.7 RESTRICTED STOCK UNIT AWARD as of October 17, 2024 (“Grant Date”) The parties to this Restricted Stock Unit Award (“Award”) are Applied Digital Corporation a Nevada Corporation (the “Company”), and Saidal Mohmand, an employee of the Company (“Employee”). The Company has retained Employee as an employee of the Company, and wishes to provide Employee with an incentive to put forth maxim

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 January 14, 2025 (Date of earliest event reported) APPLIED DIGITAL CORPORATION (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 January 14, 2025 (Date of earliest event reported) APPLIED DIGITAL CORPORATION (Exact name of registrant as specified in its charter) Nevada 001-31968 95-4863690 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 November 15, 2024 (Date of earliest event reported) APPLIED DIGITAL CORPORATION (Exact name of registrant as specified in its charter) Nevada 001-31968 95-4863690 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

Performance Stock Unit Award, dated January 2, 2025, by and between Applied Digital Corporation and Saidal Mohmand.

Exhibit 10.2 PERFORMANCE STOCK UNIT AWARD The parties to this Performance Stock Unit Award (“Award”) are Applied Digital Corporation, a Nevada Corporation (the “Company”), and Saidal Mohmand, an employee of the Company (“Employee”). The Company has retained Employee as an employee of the Company, and wishes to provide Employee with an incentive to put forth maximum effort for the success of the Co

Performance Stock Unit Award, dated January 2, 2025, by and between Applied Digital Corporation and David Rench.

Exhibit 10.3 PERFORMANCE STOCK UNIT AWARD The parties to this Performance Stock Unit Award (“Award”) are Applied Digital Corporation, a Nevada Corporation (the “Company”), and David Rench, an employee of the Company (“Employee”). The Company has retained Employee as an employee of the Company, and wishes to provide Employee with an incentive to put forth maximum effort for the success of the Compa

Performance Stock Unit Award, dated January 7, 2025, by and between Applied Digital Corporation and Wes Cummins

Exhibit 10.1 PERFORMANCE STOCK UNIT AWARD The parties to this Performance Stock Unit Award (“Award”) are Applied Digital Corporation, a Nevada Corporation (the “Company”), and Wes Cummins, an employee of the Company (“Employee”). The Company has retained Employee as an employee of the Company, and wishes to provide Employee with an incentive to put forth maximum effort for the success of the Compa

d Agreement, by and between the Company and Laura Laltrello (Inco

Exhibit 4.11 RESTRICTED STOCK UNIT INDUCEMENT AWARD AGREEMENT APPLIED DIGITAL CORPORATION This Restricted Stock Unit Inducement Award Agreement (the “Agreement” or “Award Agreement”), dated as of the “Award Date” set forth in the attached Exhibit A, is entered into between Applied Digital Corporation, a Nevada corporation (the “Company”), and the individual named in Exhibit A hereto (the “Particip

Applied Digital Welcomes Laura Laltrello as Chief Operating Officer Strategic Executive Appointment Further Strengthens Applied Digital’s Leadership Position at the Epicenter of AI Innovation

Exhibit 99.1 NEWS RELEASE Applied Digital Welcomes Laura Laltrello as Chief Operating Officer Strategic Executive Appointment Further Strengthens Applied Digital’s Leadership Position at the Epicenter of AI Innovation DALLAS — Jan. 6, 2025 (Globe Newswire) — Applied Digital Corporation (Nasdaq: APLD) (“Applied Digital” or the “Company”), a designer, builder and operator of next-generation digital

As filed with the Securities and Exchange Commission on January 6, 2025

As filed with the Securities and Exchange Commission on January 6, 2025 Registration No.

Filing Fee Table.

Ex-Filing Fees CALCULATION OF FILING FEE TABLES S-8 Applied Digital Corp. Table 1: Newly Registered and Carry Forward Securities Line Item Type Security Type Security Class Title Notes Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to be Paid Equity Common stock, p

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 27, 2024 APPLIED DIGIT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 27, 2024 APPLIED DIGITAL CORPORATION (Exact name of registrant as specified in its charter) Nevada 001-31968 95-4863690 (State or other jurisdiction of incorporation) (Comm

Offer Letter, dated November 26, 2024, by and between Applied Digital Corporation and Laura Laltrello. (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 4, 2024).

Exhibit 10.1 Applied Digital Corporation 11/26/2024 Laura Laltrello Via Email Re: Offer of Employment Dear Laura We are pleased to offer you employment with Applied Digital Corporation, a Nevada corporation (the “Company”) on the terms set forth in this letter agreement (together with Exhibit A hereto, the “Letter Agreement”), effective as of January 6, 2025, or such other date as mutually agreed

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 27, 2024 APPLIED DIGITAL

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 27, 2024 APPLIED DIGITAL CORPORATION (Exact name of registrant as specified in its charter) Nevada 001-31968 95-4863690 (State or other jurisdiction of incorporation) (Commis

Limited Parent Guarantee, dated November 27, 2024, issued by APLD Holdings 2 LLC in favor of Macquarie Equipment Capital, Inc.

EXHIBIT 10.2 LIMITED PARENT GUARANTEE LIMITED PARENT GUARANTEE, dated as of November 27, 2024 (this “Agreement”), made by APLD Holdings 2 LLC, a Delaware limited liability company (the “Parent Guarantor”), in favor of Macquarie Equipment Capital, Inc., Lender(together with its successors and assigns, if any, the “ Lender”). W I T N E S S E T H: WHEREAS, APLD ELN-02 Holdings LLC, a Delaware limited

Guarantee and Collateral Agreement, dated November 27, 2024, by and among APLD ELN-02 Holdings LLC, APLD ELN-02 LLC, APLD ELN-02 A LLC, APLD ELN-02 B LLC, APLD ELN-02 C LLC and Macquarie Equipment Capital, Inc.

EXHIBIT 10.3 GUARANTEE AND COLLATERAL AGREEMENT GUARANTEE AND COLLATERAL AGREEMENT, dated as of November 27, 2024 (this “Agreement”), made by each of the Credit Parties party hereto (each, a “Grantor” and collectively, the “Grantors”), in favor of Macquarie Equipment Capital, Inc. for the benefit of the Secured Parties, (in such capacity, together with its successors and assigns in such capacity,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 November 27, 2024 (Date of earliest event reported) APPLIED DIGITAL CORPORATION (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 November 27, 2024 (Date of earliest event reported) APPLIED DIGITAL CORPORATION (Exact name of registrant as specified in its charter) Nevada 001-31968 95-4863690 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.

Form of Warrant.

EXHIBIT 4.1 THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT UNDER ANY CIRCUMSTANCES BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY OTHER APP

Pledge Agreement, dated November 27, 2024, issued by APLD Holdings 2 LLC in favor of Macquarie Equipment Capital, Inc.

EXHIBIT 10.4 PLEDGE AGREEMENT THIS PLEDGE AGREEMENT (as may be amended, restated, supplemented or otherwise modified from time to time, this “Pledge Agreement”), dated as of November 27, 2024, is made by APLD Holdings 2 LLC, a Delaware limited liability company (the “Pledgor”), in favor of Macquarie Equipment Capital, Inc. for the benefit of the Secured Parties (the “Lender”). W I T N E S S E T H:

Applied Digital Closes $150 million Senior Secured Note With Macquarie Equipment Capital, Inc. to Refinance Existing Credit Facility With Former Senior Lender

Exhibit 99.1 Applied Digital Closes $150 million Senior Secured Note With Macquarie Equipment Capital, Inc. to Refinance Existing Credit Facility With Former Senior Lender ● Refinances senior secured credit facility with former senior lender, lowering overall cost of capital for the Company’s Ellendale High Performance Computing (“HPC”) data center campus and avoiding costly December 7, 2024 incre

Promissory Note, dated November 27, 2024, issued by APLD ELN-02 Holdings LLC and payable to Macquarie Equipment Capital, Inc.

EXHIBIT 10.1 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS A TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED. THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSF

Stock Purchase Agreement, dated November 27, 2024, by and among Wesley Cummins and the Purchaser named therein.

EX-1 2 ex1.htm Exhibit 1 STOCK PURCHASE AGREEMENT This STOCK PURCHASE AGREEMENT, dated as of November 27, 2024 (this “Agreement”), is made by and among the individual listed on Exhibit A, annexed hereto and made a part hereof (the “Seller”), and AFOB FIP MS, LLC, a Delaware limited liability company (the “Purchaser”). WHEREAS, the Seller is the holder of the number of shares set forth opposite Sel

APLD / Applied Digital Corporation / Cummins Wes Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* Applied Digital Corporation (Name of Issuer) Common Stock (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 (Name, Address and Telephone

Up to 13,617,521 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-282707 PROSPECTUS Up to 13,617,521 Shares of Common Stock This prospectus relates to the resale of up to 13,617,521 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 stockholders listed in this prospectus or their permitted transferees (eac

Filing Fee Table.

EX-FILING FEES 4 ex107.htm Exhibit 107 Calculation of Filing Fee Table Form S-8 (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)(2) Proposed Maximum Offering Price Per Unit(3) Maximum Aggregate Offering Price(3) Fee Rate Amount of Registrat

As filed with the Securities and Exchange Commission on November 26, 2024

As filed with the Securities and Exchange Commission on November 26, 2024 Registration No.

November 25, 2024

November 25, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

As filed with the Securities and Exchange Commission on November 22, 2024

As filed with the Securities and Exchange Commission on November 22, 2024 Registration No.

Applied Digital Corporation 2024 Omnibus Equity Incentive Plan (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the SEC on November 21, 2024).

Exhibit 10.2 APPLIED DIGITAL CORPORATION 2024 Omnibus Equity Incentive Plan 1. Establishment and Purpose 1.1 The purpose of the Applied Digital Corporation 2024 Omnibus Equity Incentive Plan (as amended, restated or otherwise modified from time to time, the “Plan”), is to provide a means whereby eligible employees, officers, non-employee directors and other service providers develop a sense of pro

Form of Performance Stock Unit Award Agreement (Incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K, filed with the SEC on November 21, 2024).

Exhibit 10.7 PERFORMANCE STOCK UNIT AWARD AGREEMENT APPLIED DIGITAL CORPORATION This Performance Stock Unit Award Agreement (the “Agreement” or “Award Agreement”), dated as of the “Award Date” set forth in the attached Exhibit A, is entered into between Applied Digital Corporation, a Nevada corporation (the “Company”), and the individual named in Exhibit A hereto (the “Participant”). WHEREAS, the

.1 to the Company's Current Report on Form 8-K, filed with the SEC on November 21, 2024).

Exhibit 10.1 Applied Digital Corporation November 15, 2024 David Rench Via Email Re: Offer of Continued Employment Dear David: We are pleased to offer you continued employment with Applied Digital Corporation, a Nevada corporation (the “Company”) on the terms set forth in this letter agreement (together with Exhibit A hereto, the “Letter Agreement”), effective as of the date hereof (the “Effective

Form of Restricted Stock Unit Agreement (Incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K, filed with the SEC on November 21, 2024).

Exhibit 10.5 RESTRICTED STOCK UNIT AWARD AGREEMENT APPLIED DIGITAL CORPORATION This Restricted Stock Unit Award Agreement (the “Agreement” or “Award Agreement”), dated as of the “Award Date” set forth in the attached Exhibit A, is entered into between Applied Digital Corporation, a Nevada corporation (the “Company”), and the individual named in Exhibit A hereto (the “Participant”). WHEREAS, the Co

Form of Incentive Stock Option Grant Agreement (Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed with the SEC on November 21, 2024).

Exhibit 10.3 INCENTIVE STOCK OPTION GRANT AGREEMENT APPLIED DIGITAL CORPORATION This Stock Option Grant Agreement (the “Grant Agreement”) is made and entered into effective on the Date of Grant set forth in Exhibit A (the “Date of Grant”) by and between Applied Digital Corporation, a Nevada corporation (the “Company”), and the individual named in Exhibit A hereto (the “Participant”). WHEREAS, the

Certificate of Amendment, dated November 20, 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 November 21, 2024).

Exhibit 3.1

Form of Restricted Stock Award Agreement (Incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K, filed with the SEC on November 21, 2024).

Exhibit 10.6 RESTRICTED STOCK AWARD AGREEMENT APPLIED DIGITAL CORPORATION This Restricted Stock Award Agreement (the “Agreement”), dated as of the “Award Date” set forth in the attached Exhibit A (the “Award Date”), is entered into between Applied Digital Corporation, a Nevada corporation (the “Company”), and the individual named in Exhibit A hereto (the “Participant”). WHEREAS, the Company desire

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 November 15, 2024 (Date of earliest event reported) APPLIED DIGITAL CORPORATION (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 November 15, 2024 (Date of earliest event reported) APPLIED DIGITAL CORPORATION (Exact name of registrant as specified in its charter) Nevada 001-31968 95-4863690 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

Form of Nonqualified Stock Option Grant Agreement (Incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K, filed with the SEC on November 21, 2024).

Exhibit 10.4 NONQUALIFIED STOCK OPTION GRANT AGREEMENT APPLIED DIGITAL CORPORATION This Stock Option Grant Agreement (the “Grant Agreement”) is made and entered into effective on the Date of Grant set forth in Exhibit A (the “Date of Grant”) by and between Applied Digital Corporation, a Nevada corporation (the “Company”), and the individual named in Exhibit A hereto (the “Participant”). WHEREAS, t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

Certificate of Designations of the Powers, Preferences and Relative, Participating, Optional and Other Restrictions of Series E-1 Preferred Stock filed with the Secretary of State of the State of Nevada on November 8, 2024. (Incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed with the SEC on November 14, 2024).

Exhibit 3.1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 8, 2024 APPLIED DIGITAL

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 8, 2024 APPLIED DIGITAL CORPORATION (Exact name of registrant as specified in its charter) Nevada 001-31968 95-4863690 (State or other jurisdiction of incorporation) (Commiss

APLD / Applied Digital Corporation / Capital Research Global Investors - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* Applied Digital Corp. (Name of Issuer) Common Stock (Title of Class of Securities) 038169207 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this

APLD / Applied Digital Corporation / CIM Infrastructure Fund III, L.P. - SC 13G/A Passive Investment

SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Applied Digital Corp. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 038169207 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to desig

APLD / Applied Digital Corporation / CLEARFIELD CAPITAL MANAGEMENT LP Passive Investment

SC 13G 1 p24-3056sc13g.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Applied Digital Corporation (Name of Issuer) Common stock, par value $0.001 per share (Title of Class of Securities) 038169207 (CUSIP Number) September 30, 2024 (Date of event which requires filing of this statement) Check the appropriate box

JOINT ACQUISITION STATEMENT PURSUANT TO RULE 13d-1(k)

EX-99.1 2 exhibit99.htm JOINT ACQUISITION STATEMENT PURSUANT TO RULE 13D-1(K) EXHIBIT 99.1 JOINT ACQUISITION STATEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned witho

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 November 4, 2024 (Date of earliest event reported) APPLIED DIGITAL CORPORATION (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 November 4, 2024 (Date of earliest event reported) APPLIED DIGITAL CORPORATION (Exact name of registrant as specified in its charter) Nevada 001-31968 95-4863690 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

Risks Related to Our Business

EXHIBIT 99.2 Risks Related to Our Business We are concurrently negotiating definitive lease documentation with multiple hyperscalers for our Ellendale, North Dakota 100 MW purpose-built HPC data center, and have not yet finalized or signed a lease with any of these hyperscalers. Through our HPC Hosting Business, we design, construct and manage data centers tailored to support HPC applications and

Applied Digital Corporation Announces Closing of $450 Million of Convertible Notes Offering

Exhibit 99.1 Applied Digital Corporation Announces Closing of $450 Million of Convertible Notes Offering November 4, 2024 DALLAS, Nov. 4, 2024 (GLOBE NEWSWIRE) — Applied Digital Corporation (Nasdaq: APLD) (“Applied Digital” or the “Company”), a designer, builder, and operator of next-generation digital infrastructure designed for High-Performance Computing applications, today completed its previou

.1 to the Company's Current Report on Form 8-K, filed with the SEC on November 5, 2024)

Exhibit 10.1 To: Applied Digital Corporation 3811 Turtle Creek Blvd., Suite 2100 Dallas, Texas 75219 Attention: Saidal Mohmand Email: [email protected] From: [Dealer] Re: Forward Stock Purchase Transaction Date: October 30, 2024 Dear Sir / Madam: The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the transaction entered into between [Dealer

Form of Capped Call Confirmation

Exhibit 10.2 [Dealer] [Dealer Address] [Dealer Address] To: Applied Digital Corporation 3811 Turtle Creek Blvd., Suite 2100 Dallas, Texas 75219 Attention: [] Email: [] A/C: [] From: [Dealer] Re: [Base][Additional] Call Option Transaction Ref. No: [Insert Reference Number] Date: [], 2024 Dear Ladies and Gentlemen: The purpose of this letter agreement (this “Confirmation”) is to confirm the terms an

November 5, 2024

November 5, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

, as trustee, relating to the 2.75% convertible senior notes (Incorporated by reference to Exhibit 4.1 to the Company's

Exhibit 4.1 EXECUTION VERSION Applied Digital Corporation and WILMINGTON TRUST, NATIONAL ASSOCIATION as Trustee INDENTURE Dated as of November 4, 2024 2.75% Convertible Senior Notes due 2030 TABLE OF CONTENTS Page Article 1. Definitions; Rules of Construction 1 Section 1.01. Definitions. 1 Section 1.02. Other Definitions. 15 Section 1.03. Rules of Construction. 15 Article 2. The Notes 16 Section 2

Warrants to Purchase up to 2,964,917 Shares of Common Stock 2,964,917 Shares of Common Stock Underlying the Warrants

Filed Pursuant to Rule 424(b)(3) Registration No. 333-282782 PROSPECTUS 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

Up to 62,500 Series E-1 Redeemable Preferred Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-282293 PROSPECTUS Up to 62,500 Series E-1 Redeemable Preferred Stock This is an offering by Applied Digital Corporation (the “Company”) of up to 62,500 shares of our Series E-1 Redeemable Preferred Stock, par value $0.001 per share (“Series E-1 Preferred Stock”), at a price per share of $1,000.00 per share (the “Offering”). We will pay cumulati

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 October 31, 2024 (Date of earliest event reported) APPLIED DIGITAL CORPORATION (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 October 31, 2024 (Date of earliest event reported) APPLIED DIGITAL CORPORATION (Exact name of registrant as specified in its charter) Nevada 001-31968 95-4863690 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

Applied Digital Corporation Announces Upsize and Pricing of $375 Million of Convertible Notes Offering

Exhibit 99.1 Applied Digital Corporation Announces Upsize and Pricing of $375 Million of Convertible Notes Offering October 31, 2024 DALLAS, Oct. 31, 2024 (GLOBE NEWSWIRE) — Applied Digital Corporation (Nasdaq: APLD) (“Applied Digital” or the “Company”), a designer, builder, and operator of next-generation digital infrastructure designed for High-Performance Computing (HPC) applications, today ann

October 31, 2024

October 31, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

October 31, 2024

October 31, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

Applied Digital Corporation Announces Proposed Private Offering of $300 Million of Convertible Notes

Exhibit 99.1 Applied Digital Corporation Announces Proposed Private Offering of $300 Million of Convertible Notes DALLAS, TX – October 30, 2024 — Applied Digital Corporation (Nasdaq: APLD) (“Applied Digital” or the “Company”), a designer, builder, and operator of next-generation digital infrastructure designed for High-Performance Computing (HPC) applications, today announced that it intends to of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 October 29, 2024 (Date of earliest event reported) APPLIED DIGITAL CORPORATION (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 October 29, 2024 (Date of earliest event reported) APPLIED DIGITAL CORPORATION (Exact name of registrant as specified in its charter) Nevada 001-31968 95-4863690 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

Form of Certificate of Designations, Powers, Preferences and Rights of Series E-1 Redeemable Preferred Stock

Exhibit 3.3 CERTIFICATE OF DESIGNATIONS OF THE POWERS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL AND OTHER RESTRICTIONS OF SERIES E-1 PREFERRED STOCK OF APPLIED DIGITAL CORPORATION Applied Digital Corporation (the “Corporation”), pursuant to the provisions of Sections 78.195 and 78.1955 of the General Corporation Law of the State of Nevada, does hereby make this Certificate of Designations

Form of Unit Agreement.

Exhibit 4.9

As filed with the Securities and Exchange Commission on October 29, 2024

As filed with the Securities and Exchange Commission on October 29, 2024 Registration No.

Form of Subscription Agreement.

Exhibit 4.8

Certificate, Amendment or Withdrawal of Designation, relating to the Series D Preferred Stock, filed with the Secretary of State of Nevada on October 21, 2024 (Incorporated by reference to Exhibit 3.3 to the Company’s Current Report on Form 8-K, filed with the SEC on October 24, 2024).

Exhibit 3.3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 21, 2024 APPLIED DIGITAL

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 21, 2024 APPLIED DIGITAL CORPORATION (Exact name of registrant as specified in its charter) Nevada 001-31968 95-4863690 (State or other jurisdiction of incorporation) (Commiss

Certificate, Amendment or Withdrawal of Designation, relating to the Series B Preferred Stock, filed with the Secretary of State of Nevada on October 21, 2024 (Incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K, filed with the SEC on October 24, 2024).

Exhibit 3.2

Certificate, Amendment or Withdrawal of Designation, relating to the Series A Preferred Stock, filed with the Secretary of State of Nevada on October 21, 2024 (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the SEC on October 24, 2024).

Exhibit 3.1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin

As filed with the Securities and Exchange Commission on October 23, 2024

As filed with the Securities and Exchange Commission on October 23, 2024 Registration No.

Filing Fee Table.

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.

Filing Fee Table.

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(2) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price(1) Fee Rate Amount of Registration Fee Equity Common Stock, par value $0.

As filed with the Securities and Exchange Commission on October 17, 2024

As filed with the Securities and Exchange Commission on October 17, 2024 Registration No.

Up to 49,382,720 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-282518 PROSPECTUS Up to 49,382,720 Shares of Common Stock This prospectus relates to the resale of up to 49,382,720 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 stockholders listed in this prospectus or their permitted transferees (eac

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).

Exhibit 10.3 Execution Version Applied Digital Corporation Employment Agreement This Employment Agreement (this “Agreement”), dated as of October 10, 2024, is made by and between Applied Digital Corporation, a Nevada corporation (the “Company”), and Wes Cummins (“Executive”). The Company and Executive are together referred to herein as the “Parties” or individually referred to as a “Party”. WHEREA

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 October 8, 2024 (Date of earliest event reported) APPLIED DIGITAL CORPORATION (Exact name of registrant as specified in its charter) Nevada 001-31968 95-4863690 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

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).

Exhibit 10.1 Applied Digital Corporation October 11, 2024 Saidal Mohmand Via Email Re: Offer of Continued Employment Dear Saidal: We are pleased to offer you continued employment with Applied Digital Corporation, a Nevada corporation (the “Company”) on the terms set forth in this letter agreement (together with Exhibit A hereto, the “Letter Agreement”), effective as of the later of (i) October 14,

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).

Exhibit 10.2 AMENDMENT NO. 2 TO EXECUTIVE EMPLOYMENT CONTRACT This Amendment to the Executive Employment Contract is made as of October 15, 2024, by and between Applied Digital Corporation (the “Employer”) and David Rench (the “Employee”), effective as of October 15, 2024 (the “Effective Date”). WITNESSETH: WHEREAS, the Employer and the Employee entered into an Executive Employment Contract on Nov

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

APLD / Applied Digital Corporation / ZHANG JASON - JASON ZHANG Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Applied Digital Corp. (Name of Issuer) Common Stock (Title of Class of Securities) 038169 207 (CUSIP Number) Jason Zhang* c/o Donald Lam 10900 NE 4th Street, Suite 1850 Bellevue, WA 98004 425-462-4700 *Due solely to changes in the outstanding shares of C

October 11, 2024

October 11, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

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).

FIRST AMENDMENT TO PROMISSORY NOTE AND WAIVER AGREEMENT (APLD Holdings 2 LLC Promissory Note) This FIRST AMENDMENT TO PROMISSORY NOTE AND WAIVER AGREEMENT (this “Agreement”), is dated as of October 8, 2024 and entered into by and among APLD HOLDINGS 2 LLC, a Delaware limited liability company (the “Company”), CIM APLD Lender Holdings, LLC, as collateral agent for the Lenders (in such capacity, the “Collateral Agent”) and the LENDERS party hereto, relating to that certain Note referred to below.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 October 9, 2024 (Date of earliest event reported) APPLIED DIGITAL CORPORATION (Exact name of registrant as specified in its charter) Nevada 001-31968 95-4863690 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

Applied Digital Reports Fiscal First Quarter 2025 Results

Applied Digital Reports Fiscal First Quarter 2025 Results DALLAS, TX – October 9, 2024 - Applied Digital Corporation (Nasdaq: APLD) ("Applied Digital" or the "Company"), a designer, builder, and operator of next-generation digital infrastructure designed for high-performance computing (“HPC”) applications, cloud services (“Cloud Services”), and data center hosting (“Data Center Hosting”), reported financial results for the fiscal first quarter ended August 31, 2024.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 31, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from and Commission file number: 001-31968 APPLIED

Filing Fee Table.

EX-FILING FEES 4 ex107.htm 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(1) Amount Registered(2) Proposed Maximum Offering Price Per Unit(1) Maximum Aggregate Offering Price(1) Fee Rate Amount of Registrat

As filed with the Securities and Exchange Commission on October 4, 2024

S-1 1 forms-1.htm As filed with the Securities and Exchange Commission on October 4, 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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 September 27, 2024 (Date of earliest event reported) APPLIED DIGITAL CORPORATION (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 September 27, 2024 (Date of earliest event reported) APPLIED DIGITAL CORPORATION (Exact name of registrant as specified in its charter) Nevada 001-31968 95-4863690 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

Investor Presentation September 2024.

Exhibit 99.1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 September 23, 2024 (Date of earliest event reported) APPLIED DIGITAL CORPORATION (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 September 23, 2024 (Date of earliest event reported) APPLIED DIGITAL CORPORATION (Exact name of registrant as specified in its charter) Nevada 001-31968 95-4863690 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

2,964,917 Shares of Common Stock Underlying the Warrant

Filed Pursuant to Rule 424(b)(3) Registration No. 333-282044 PROSPECTUS 2,964,917 Shares of Common Stock Underlying the Warrant This prospectus relates to the resale of 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 tran

Filing Fee Table.

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(1) Amount Registered(2) Proposed Maximum Offering Price Per Unit(1) Maximum Aggregate Offering Price(1) Fee Rate Amount of Registration Fee Equity Series E-1 Redeemable Preferred Stock, par value $0.

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)

Exhibit 10.70 APPLIED DIGITAL CORPORATION Offering of $62,500,000 Series E-1 Preferred Shares DEALER MANAGER AGREEMENT Dated: September 23, 2024 Preferred Capital Securities, LLC 3290 Northside Parkway, NW Suite 800 Atlanta, Georgia 30327 Ladies and Gentlemen: Applied Digital Corporation (NASDAQ:APLD) (the “Company”), will offer to investors deemed suitable pursuant to the standards set forth in F

Form of Certificate of Designations, Powers, Preferences and Rights of Series E-1 Redeemable Preferred Stock.

Exhibit 3.3 CERTIFICATE OF DESIGNATIONS OF THE POWERS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL AND OTHER RESTRICTIONS OF SERIES E-1 PREFERRED STOCK OF APPLIED DIGITAL CORPORATION Applied Digital Corporation (the “Corporation”), pursuant to the provisions of Sections 78.195 and 78.1955 of the General Corporation Law of the State of Nevada, does hereby make this Certificate of Designations

Form of Subscription Agreement.

Exhibit 4.8

Form of Unit Agreement.

Exhibit 4.9

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)

Exhibit 10.71 AMENDED AND RESTATED SERVICES AGREEMENT THIS AMENDED AND RESTATED SERVICES AGREEMENT (this “Agreement”) is made and entered into as of September 23, 2024 (the “Effective Date”), by and between Preferred Shareholder Services, LLC (“PSS”), a Delaware limited liability company and Applied Digital Corporation, a Nevada corporation (the “Company” or the “Issuer” and together with PSS the

6,300,449 Shares of Common Stock Underlying the Warrant

Filed Pursuant to Rule 424(b)(3) Registration No. 333-282119 PROSPECTUS 6,300,449 Shares of Common Stock Underlying the Warrant This is an offering (this “Offering”) by Applied Digital Corporation (the “Company”) of up to 6,300,449 shares of our common stock, par value $0.001 per share (“Common Stock”) issuable upon the exercise of a warrant (the “Warrant”), issued to a single institutional invest

As filed with the Securities and Exchange Commission on September 23, 2024

As filed with the Securities and Exchange Commission on September 23, 2024 Registration No.

Form of Selected Dealer Agreement.

Exhibit 10.72 APPLIED DIGITAL CORPORATION SELECTED DEALER AGREEMENT Ladies and Gentlemen: Preferred Capital Securities, LLC, as dealer manager (the “Dealer Manager”) has entered into an exclusive Dealer Manager Agreement dated September , 2024 (the “Dealer Manager Agreement”), a copy of which has been attached hereto as Exhibit B, with Applied Digital Corporation (the “Company”) and is hereby inco

September 19, 2024

September 19, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

September 19, 2024

September 19, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

As filed with the Securities and Exchange Commission on September 13, 2024

As filed with the Securities and Exchange Commission on September 13, 2024 Registration No.

Filing Fee Table.

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 (1) Amount Registered (2) Proposed Maximum Offering Price Per Unit (1) Maximum Aggregate Offering Price (1) Fee Rate Amount of Registration Fee Equity Common stock, par value $0.

Up to 16,171,050 Shares of Common Stock

PROSPECTUS Filed Pursuant to Rule 424(b)(3) Registration No. 333-278699 Up to 16,171,050 Shares of Common Stock This prospectus relates to the resale of up to 16,171,050 shares of Applied Digital Corporation (the “Company,” “we,” “our” or “us”) common stock, par value $0.001 per share (the “Common Stock”), by the selling stockholder listed in this prospectus or their permitted transferees (the “Se

Filing Fee Table.

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 (1) Amount Registered (2) Proposed Maximum Offering Price Per Unit (1) Maximum Aggregate Offering Price (1) Fee Rate Amount of Registration Fee Equity Common stock, par value $0.

As filed with the Securities and Exchange Commission on September 11, 2024

As filed with the Securities and Exchange Commission on September 11, 2024 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 September 5, 2024 (Date of earliest event reported) APPLIED DIGITAL CORPORATION (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 September 5, 2024 (Date of earliest event reported) APPLIED DIGITAL CORPORATION (Exact name of registrant as specified in its charter) Nevada 001-31968 95-4863690 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

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).

EXHIBIT 10.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of September 5, 2024, by and between Applied Digital Corporation, a Nevada corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”). This Agreement is made pursuant to the Securi

September 5, 2024

EXHIBIT 99.1 September 5, 2024 Applied Digital Announces $160 Million Strategic Financing, Fueling Transformative Accelerated Compute and AI Infrastructure Investment Endorses Applied Digital’s Track Record of Innovation, Accelerating the Creation and Application of its Data Center and GPU Cloud Deployments DALLAS, Sept. 05, 2024 (GLOBE NEWSWIRE) - Applied Digital Corporation (Nasdaq: APLD) (“Appl

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).

EXHIBIT 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of September 5, 2024, between Applied Digital Corporation, a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). WHEREAS, subject to the terms and cond

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K/A (Amendment No.

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).

EXHIBIT 10.5 THIRD AMENDMENT TO PREPAID ADVANCE AGREEMENTS This THIRD AMENDMENT TO PREPAID ADVANCE AGREEMENTS (this “Amendment”) is entered into this 29th day of August, 2024, by and between YA II PN, LTD., a Cayman Islands exempted limited company (“Investor”) and APPLIED DIGITAL CORPORATION, a company incorporated under the laws of the State of Nevada (the “Company”). Recitals A. Investor and th

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table Form S-3 (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 (1) Amount Registered (2) Proposed Maximum Offering Price Per Unit (1) Maximum Aggregate Offering Price (1) Fee Rate Amount of Registration Fee Equity Common Stock, par value $0.

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Table Form S-8 (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)(2) Proposed Maximum Offering Price Per Unit (3) Maximum Aggregate Offering Price (3) Fee Rate Amount of Registration Fee Equity Common stock, par value $0.

As filed with the Securities and Exchange Commission on August 30, 2024

As filed with the Securities and Exchange Commission on August 30, 2024 Registration No.

As filed with the Securities and Exchange Commission on August 30, 2024

As filed with the Securities and Exchange Commission on August 30, 2024 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: May 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Period

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).

EXHIBIT 10.12.4 FIRST AMENDMENT TO APPLIED BLOCKCHAIN, INC. 2022 INCENTIVE PLAN This First Amendment (the “Amendment”) to the Applied Blockchain, Inc. 2022 Incentive Plan (as amended, restated, or otherwise modified from time to time, the “Plan”) is effective as of May 3, 2024. All capitalized terms used but not defined in this Amendment shall have the meanings assigned to such terms in the Plan.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended May 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-31968 APPLIED DIGITAL CORP

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).

Business Entity - Filing Acknowledgement 08/30/2024 Work Order Item Number: W2024083000788-3899099 Filing Number: 20244290896 Filing Type: Certificate of Designation Filing Date/Time: 8/30/2024 8:00:00 AM Filing Page(s): 22 Indexed Entity Information: Entity ID: C13283-2001 Entity Name: Applied Digital Corporation Entity Status: Active Expiration Date: None Commercial Registered Agent CAPITOL CORPORATE SERVICES, INC.

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).

Exhibit 10.61 FIRST AMENDMENT TO STANDBY EQUITY PURCHASE AGREEMENT This FIRST AMENDMENT TO THE STANDBY EQUITY PURCHASE AGREEMENT, dated as of August 29, 2024 (this “First Amendment”), is entered by and between APPLIED DIGITAL CORPORATION, a Nevada corporation (“Company”), and YA II PN, LTD., a Cayman Islands exempt limited company (the “Investor”). PRELIMINARY STATEMENTS A. Reference is hereby mad

Applied Digital Issues $53.2 Million Convertible Preferred Stock to Advance HPC Data Center Project and Accelerate Growth

Applied Digital Issues $53.2 Million Convertible Preferred Stock to Advance HPC Data Center Project and Accelerate Growth DALLAS, TX – August 30, 2024 – Applied Digital Corporation (Nasdaq: APLD) (“Applied Digital” or the “Company”), a designer, builder, and operator of next-generation digital infrastructure designed for High-Performance Computing (“HPC”) applications, today announced it has enter

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).

EXHIBIT 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of August 29, 2024, between Applied Digital Corporation, a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). WHEREAS, subject to the terms and condit

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).

EXHIBIT 10.57 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 7, 2024, by and among Applied Digital Corporation, a Nevada corporation (together with any successor entity thereto, the “Company”), and CIM APLD Lender Holdings, LLC, a Delaware limited liability company (the “Investor”). WHEREAS, in connection with the Promissory

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).

EXHIBIT 10.4 CONSENT, WAIVER AND SECOND AMENDMENT TO PREPAID ADVANCE AGREEMENTS This CONSENT, WAIVER AND SECOND AMENDMENT TO PREPAID ADVANCE AGREEMENTS (this “Consent”) is entered into this 21st day of August, 2024, by and between YA II PN, LTD., a Cayman Islands exempted limited company (“Investor”) and APPLIED DIGITAL CORPORATION, a company incorporated under the laws of the State of Nevada (the

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).

EXHIBIT 10.60 STANDBY EQUITY PURCHASE AGREEMENT THIS STANDBY EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of August 28, 2024 is made by and between YA II PN, LTD., a Cayman Islands exempt limited company (the “Investor”), and APPLIED DIGITIAL CORPORATION, a company incorporated under the laws of the State of Nevada (the “Company”). WHEREAS, the parties desire that, upon the terms and subj

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).

EXHIBIT 10.58 SECURITY AGREEMENT This SECURITY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is made as of June 21, 2024, by APPLIED DIGITAL CLOUD CORPORATION, a Nevada corporation (the “Company”), in favor of YA II PN, LTD., a Cayman Islands exempted limited partnership (the “Investor”). WHEREAS, the Company is a subsidiary of APPLIED DI

Exhibit 4.8

Exhibit 4.8 DESCRIPTION OF SECURITIES The following descriptions are summaries of the material terms of our capital stock. It is subject to and qualified in its entirety by reference to our second amended and restated articles of incorporation, as further amended to date (“Articles”) and our third amended and restated bylaws (“Bylaws”), which are included as exhibits to our annual report, of which

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)

EXHIBIT 21.1 Subsidiaries Name of Subsidiary Jurisdiction of Organization Percent Owned 1.21 Gigawatts, LLC Delaware 100% APLD Rattlesnake Den I LLC Delaware 100% APLD ELN-01 LLC Nevada 100% APLD ELN-02 Holdings LLC Delaware 100% APLD ELN-02 LLC Delaware 100% Applied Talent Resources LLC Nevada 100% APLD GPU-01 LLC Delaware 100% APLD OKC-01 LLC Nevada 100% APLD SLC-01 LLC Delaware 100% APLD IOWA-0

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).

EXHIBIT 10.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of August 29, 2024, by and between Applied Digital Corporation, a Nevada corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”). This Agreement is made pursuant to the Securiti

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 29, 2024 (Date of earliest event reported) APPLIED DIGITAL CORPORATION (Exact name of registrant as specified in its charter) Nevada 001-31968 95-4863690 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

Compensation Recovery Policy.

EXHIBIT 97.1 APPLIED DIGITAL CORPORATION CLAWBACK POLICY As adopted by the Board of Directors, effective November 24, 2023 Introduction The Board of Directors (“Board”) of Applied Digital Corporation (the “Company”) believes that it is in the best interests of the Company and its shareholders to maintain a culture that emphasizes integrity and accountability and that reinforces the Company’s pay-f

, 2024, by and between Applied Digital Corporation and YA II PN, LTD (Incorporated by reference to Exhibit 10.

EXHIBIT 10.5 THIRD AMENDMENT TO PREPAID ADVANCE AGREEMENTS This THIRD AMENDMENT TO PREPAID ADVANCE AGREEMENTS (this “Amendment”) is entered into this 29th day of August, 2024, by and between YA II PN, LTD., a Cayman Islands exempted limited company (“Investor”) and APPLIED DIGITAL CORPORATION, a company incorporated under the laws of the State of Nevada (the “Company”). Recitals A. Investor and th

Irrevocable Proxy, dated August 29, 2024, by and between Applied Digital Corporation and the purchaser signatory thereto. (Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed with the SEC on August 30, 2024).

EXHIBIT 10.3 August 30, 2024 Applied Digital Corporation 3811 Turtle Creek Blvd., Suite 2100 Dallas, TX 75219 Re: Irrevocable Proxy for Company Securities Gentlemen: We refer to that certain Securities Purchase Agreement, dated as of August 29, 2024 (the “Securities Purchase Agreement”), by and among Applied Digital Corporation, a Nevada corporation (the “Company”), and the undersigned Purchasers

Applied Digital Reports Fiscal Fourth Quarter and Full Year 2024 Results

Applied Digital Reports Fiscal Fourth Quarter and Full Year 2024 Results DALLAS, TX – August 28, 2024 - Applied Digital Corporation (Nasdaq: APLD) ("Applied Digital" or the "Company"), a designer, builder, and operator of next-generation digital infrastructure designed for high-performance computing (“HPC”) applications, cloud services (“Cloud Services”), and data center hosting (“Data Center Hosting”), reported financial results for the fiscal fourth quarter and full year ended May 31, 2024.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 28, 2024 (Date of earliest event reported) APPLIED DIGITAL CORPORATION (Exact name of registrant as specified in its charter) Nevada 001-31968 95-4863690 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

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).

EXHIBIT 10.1 WAIVER AGREEMENT (APLD Holdings 2 LLC Promissory Note) This WAIVER AGREEMENT (this “Waiver Agreement”), is dated as of August 11, 2024 and entered into by and among APLD HOLDINGS 2 LLC, a Delaware limited liability company (the “Company”) and the LENDERS party hereto, relating to that certain Note referred to below. RECITALS: WHEREAS, the Company has entered into that certain Promisso

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).

EXHIBIT 4.1 THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT UNDER ANY CIRCUMSTANCES BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY OTHER APP

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 11, 2024 (Date of earliest event reported) APPLIED DIGITAL CORPORATION (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 11, 2024 (Date of earliest event reported) APPLIED DIGITAL CORPORATION (Exact name of registrant as specified in its charter) Nevada 001-31968 95-4863690 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 July 26, 2024 (Date of earliest event reported) APPLIED DIGITAL CORPORATION (Exact na

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 July 26, 2024 (Date of earliest event reported) APPLIED DIGITAL CORPORATION (Exact name of registrant as specified in its charter) Nevada 001-31968 95-4863690 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

APLD / Applied Digital Corporation / GMR Ltd - AMENDMENT NO. 2 TO SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* APPLIED DIGITAL CORPORATION (Name of Issuer) Common stock, par value $0.001 per share (Title of Class of Securities) 038169 207 (CUSIP Number) Guo Chen GMR Limited Trinity Chamber P.O. BOX 4301 Tortola179101 British Virgin Islands Tel: +65 90943112 (Name

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 July 19, 2024 (Date of earliest event reported) APPLIED DIGITAL CORPORATION (Exact name of registrant as specified in its charter) Nevada 001-31968 95-4863690 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

APLD / Applied Digital Corporation / Oasis Management Co Ltd. Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. 1)* Applied Digital Corporation (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 038169207 (CUSIP Numb

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 July 9, 2024 (Date of earliest event reported) APPLIED DIGITAL CORPORATION (Exact nam

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 July 9, 2024 (Date of earliest event reported) APPLIED DIGITAL CORPORATION (Exact name of registrant as specified in its charter) Nevada 001-31968 95-4863690 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

Up to $125,000,000 Common Stock

Filed Pursuant to Rule 424(b)(5) Registration No. 333-279155 PROSPECTUS SUPPLEMENT (to Prospectus dated May 16, 2024) Up to $125,000,000 Common Stock We have entered into a Sales Agreement, or the sales agreement, with B. Riley Securities, Inc., BTIG, LLC, Lake Street Capital Markets, LLC, Northland Securities, Inc. (d/b/a Northland Capital Markets) and Roth Capital Partners, LLC (each an “Agent”,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 July 9, 2024 (Date of earliest event reported) APPLIED DIGITAL CORPORATION (Exact nam

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 July 9, 2024 (Date of earliest event reported) APPLIED DIGITAL CORPORATION (Exact name of registrant as specified in its charter) Nevada 001-31968 95-4863690 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

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).

Exhibit 1.1 APPLIED DIGITAL CORPORATION Common Stock (par value $0.001 per share) Sales Agreement July 9, 2024 B. Riley Securities, Inc. 299 Park Avenue, 21st Floor New York, New York 10171 BTIG, LLC 350 Bush Street, 9th Floor San Francisco, California 94104 Lake Street Capital Markets, LLC 920 Second Avenue South, Suite 700 Minneapolis, Minnesota 55402 Northland Securities, Inc. 150 South Fifth S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 June 28, 2024 (Date of earliest event reported) APPLIED DIGITAL CORPORATION (Exact na

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 June 28, 2024 (Date of earliest event reported) APPLIED DIGITAL CORPORATION (Exact name of registrant as specified in its charter) Nevada 001-31968 95-4863690 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

Investor Update June 2024 This presentation has been designed to provide general information about Applied Digital Corporation (“Applied Digital” or the “Company”). Any information contained or referenced herein is suitable only as an introduction to

investorpresentationfina Investor Update June 2024 This presentation has been designed to provide general information about Applied Digital Corporation (“Applied Digital” or the “Company”).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 June 25, 2024 (Date of earliest event reported) APPLIED DIGITAL CORPORATION (Exact na

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 June 25, 2024 (Date of earliest event reported) APPLIED DIGITAL CORPORATION (Exact name of registrant as specified in its charter) Nevada 001-31968 95-4863690 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

APLD / Applied Digital Corporation / ASHER DANIEL - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* Applied Digital Corp (Name of Issuer) COMMON STOCK par value $0.0001 per share (Title of Class of Securities) 038169207 (CUSIP Number) 06/17/2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursua

Transactions of the Reporting Persons Effected Since the Late 13G FiIing.

Exhibit 99.2 Current Outstanding 122,739,540 Date Price Activity Position % owned 10,787,124 8.789 % 5/30/2024 $ 4.222 (197,695 ) 10,589,429 8.628 % 5/30/2024 $ 4.300 (132,692 ) 10,456,737 8.519 % 5/31/2024 $ 4.257 (250,000 ) 10,206,737 8.316 % 5/31/2024 $ 4.225 (279,445 ) 9,927,292 8.088 % 5/31/2024 $ 4.232 - 9,927,292 8.088 % 6/3/2024 $ 4.187 (9,213 ) 9,918,079 8.081 % 6/3/2024 $ 4.020 (91,543 )

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 June 17, 2024 (Date of earliest event reported) APPLIED DIGITAL CORPORATION (Exact name of registrant as specified in its charter) Nevada 001-31968 95-4863690 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

Date: June 17, 2024

EX-99.1 2 d228098dex991.htm EX-99.1 EXHIBIT 99.1 Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder, the undersigned hereby agree to the joint filing on behalf of each of them of any filing required by such party under Section 13 of the Exchange Act or any rule or regulation thereunder (including any ame

APLD / Applied Digital Corporation / CIM Infrastructure Fund III, L.P. - SC 13G Passive Investment

SC 13G 1 d228098dsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Applied Digital Corp. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 038169207 (CUSIP Number) June 7, 2024 (Date of Event Which Requires Filing of this Statement) Check the approp

Warrant to purchase up to 6,300,449 Shares of Common Stock 6,300,449 Shares of Common Stock Underlying the Warrant

Filed Pursuant to Rule 424(b)(8) Registration No. 333-279155 PROSPECTUS SUPPLEMENT (to Prospectus dated May 16, 2024) Warrant to purchase up to 6,300,449 Shares of Common Stock 6,300,449 Shares of Common Stock Underlying the Warrant This is an offering (the “Offering”) by Applied Digital Corporation (the “Company”) of a warrant (the “Warrant”) to purchase up to 6,300,449 shares of our common stock

Warrant to purchase up to 6,300,449 Shares of Common Stock 6,300,449 Shares of Common Stock Underlying the Warrant

Filed Pursuant to Rule 424(b)(5) Registration No. 333-279155 PROSPECTUS SUPPLEMENT (to Prospectus dated May 16, 2024) Warrant to purchase up to 6,300,449 Shares of Common Stock 6,300,449 Shares of Common Stock Underlying the Warrant This is an offering (the “Offering”) by Applied Digital Corporation (the “Company”) of a warrant (the “Warrant”) to purchase up to 6,300,449 shares of our common stock

Up to 20,000,000 Shares of Common Stock

PROSPECTUS Filed Pursuant to Rule 424(b)(3) Registration No. 333-279884 Up to 20,000,000 Shares of Common Stock This prospectus relates to the resale of up to 20,000,000 shares of Applied Digital Corporation (the “Company,” “we,” “our” or “us”) common stock, par value $0.001 per share (the “Common Stock”), by the selling stockholder listed in this prospectus or their permitted transferees (the “Se

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).

Filed in the Office of Secretary of State State Of Nevada Business Number C13283-2001 Filing Number 20244117453 Filed On 6/11/2024 8:10:00 AM Number of Pages 3 NEVADA STATE BUSINESS LICENSE Applied Digital Corporation Nevada Business Identification # NV20011309405 Expiration Date: 05/31/2025 In accordance with Title 7 of Nevada Revised Statutes, pursuant to proper application duly filed and payment of appropriate prescribed fees, the above named is hereby granted a Nevada State Business License for business activities conducted within the State of Nevada.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 June 11, 2024 (Date of earliest event reported) APPLIED DIGITAL CORPORATION (Exact name of registrant as specified in its charter) Nevada 001-31968 95-4863690 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

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).

Exhibit 10.3 GUARANTEE AND COLLATERAL AGREEMENT GUARANTEE AND COLLATERAL AGREEMENT, dated as of June 7, 2024 (this “Agreement”), made by each of the Credit Parties party hereto (each a “Grantor” and collectively, the “Grantors”), in favor of CIM APLD Lender Holdings, LLC, in its capacity as collateral agent for the Secured Parties referred to below (in such capacity, together with its successors a

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).

Exhibit 10.1 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS A TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED. THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSF

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K/A (Amendment No.1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 June 7, 2024 (Date of earliest event reported) APPLIED DIGITAL COR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K/A (Amendment No.

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).

Exhibit 10.2 PARENT GUARANTEE PARENT GUARANTEE, dated as of June 7, 2024 (this “Agreement”), made by Applied Digital Corporation, a Nevada corporation (the “Parent Guarantor”), in favor of CIM APLD Lender Holdings, LLC, in its capacity as collateral agent for the Secured Parties referred to below (in such capacity, together with its successors and assigns in such capacity, if any, the “Collateral

June 10, 2024

June 10, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

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).

Exhibit 10.4 CONSENT, WAIVER AND FIRST AMENDMENT TO PREPAID ADVANCE AGREEMENTS This CONSENT, WAIVER AND FIRST AMENDMENT TO PREPAID ADVANCE AGREEMENTS (this “Consent”) is entered into this 7th day of June, 2024, by and between YA II PN, LTD., a Cayman Islands exempted limited partnership (the “Investor”) and APPLIED DIGITAL CORPORATION, a company incorporated under the laws of the State of Nevada (

Applied Digital Secures Private Debt Facility of up to $200 million to Accelerate HPC Data Center Project in Ellendale, North Dakota

Applied Digital Secures Private Debt Facility of up to $200 million to Accelerate HPC Data Center Project in Ellendale, North Dakota •Applied Digital secures a $125 million initial commitment to fund ongoing construction costs associated with its HPC Campus in Ellendale, ND, which can be upsized upon mutual agreement by both parties up to $200 million •This financing completes the Company's near-t

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 June 7, 2024 (Date of earliest event reported) APPLIED DIGITAL CORPORATION (Exact name of registrant as specified in its charter) Nevada 001-31968 95-4863690 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K/A (Amendment No.

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 June 5, 2024 (Date of earliest event reported) APPLIED DIGITAL CORPORATION (Exact name of registrant as specified in its charter) Nevada 001-31968 95-4863690 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

Filing Fee Table.

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(1) Amount Registered(2) Proposed Maximum Offering Price Per Unit(1) Maximum Aggregate Offering Price(1) Fee Rate Amount of Registration Fee Equity Common Stock, par value $0.

Transactions of the Reporting Persons Effected by the 13G Filing.

EX-99.2 3 ea020713501ex99-2applied.htm TRANSACTIONS OF THE REPORTING PERSONS EFFECTED BY THE 13G FILING. EXHIBIT 99.2 Current Outstanding 122,739,540 Date Price Activity Position % owned 5/16/2024 5,986,585 4.877 % 5/17/2024 $ 3.640 500,000 6,486,585 5.285 % 5/17/2024 $ 3.500 (100 ) 6,486,485 5.285 % 5/17/2024 $ 4.000 (40,000 ) 6,446,485 5.252 % 5/17/2024 $ 4.000 (1,100 ) 6,445,385 5.251 % 5/20/20