0001144879FALSE5/3100011448792023-06-082023-06-0800011448792023-06-012023-08-31
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 8, 2023
(Date of earliest event reported)
APPLIED DIGITAL CORPORATION
(Exact name of registrant as specified in its charter)
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| Nevada |
001-31968 |
95-4863690 |
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(State or other jurisdiction
of incorporation)
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(Commission File Number) |
(IRS Employer
Identification No.)
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| 3811 Turtle Creek Blvd., |
Suite 2100, |
Dallas, |
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75219 |
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(Zip Code) |
214-427-1704
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
o Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
| Common Stock |
APLD |
Nasdaq Global Select Market |
Item 5.03 Amendments to Articles of Incorporation of Bylaws; Change in Fiscal Year.
On June 8, 2023, Applied Digital Corporation (the “Company”) filed a Certificate of Amendment to the Certificate of Designation of Rights, Privileges, Preferences, and Restrictions of Series E Preferred Stock (the “Certificate of Amendment”) with the Secretary of State of the State of Nevada, which removed the ability of the holders of Series E Preferred Stock to request payment of dividends in common stock of the Company. Dividends payable to the holders of Series E Preferred Stock will only be paid in cash out of the Company’s legally available funds. The Certificate of Amendment became effective on June 9, 2023.
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| Item 9.01 |
Financial Statements and Exhibits. |
| (d) Exhibits. |
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| Exhibit No. |
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Description |
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| 3.1 |
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| 104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Dated: June 9, 2023
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By: |
/s/ David Rench |
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Name: |
David Rench |
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Title: |
Chief Financial Officer |
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EX-3.1
2
apld-nvxsecretaryofstate.htm
EX-3.1
apld-nvxsecretaryofstate
Business Entity - Filing Acknowledgement 06/09/2023 Work Order Item Number: W2023060801497-2960247 Filing Number: 20233255955 Filing Type: Amendment Before Issuance of Stock Filing Date/Time: 6/8/2023 12:19:00 PM Filing Page(s): 2 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. 202 SOUTH MINNESOTA STREET, Carson City, NV 89703, USA FRANCISCO V. AGUILAR Secretary of State GABRIEL DI CHIARA Chief Deputy STATE OF NEVADA OFFICE OF THE SECRETARY OF STATE Commercial Recordings Division 202 N. Carson Street Carson City, NV 89701 Telephone (775) 684-5708 Fax (775) 684-7138 North Las Vegas City Hall 2250 Las Vegas Blvd North, Suite 400 North Las Vegas, NV 89030 Telephone (702) 486-2880 Fax (702) 486-2888 The attached document(s) were filed with the Nevada Secretary of State, Commercial Recording Division. The filing date and time have been affixed to each document, indicating the date and time of filing. A filing number is also affixed and can be used to reference this document in the future. Respectfully, FRANCISCO V. AGUILAR Secretary of State Page 1 of 1 Commercial Recording Division 202 N. Carson Street
Filed in the Office of Secretary of State State Of Nevada Business Number C13283-2001 Filing Number 20233255955 Filed On 6/8/2023 12:19:00 PM Number of Pages 2
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