---
schema_version: "secwatch.filing_event.v1"
accession: "0001144879-24-000133"
form_type: "8-K"
ticker: "APLD"
cik: "0001144879"
company_name: "Applied Digital Corp."
filed_at: "2024-05-17T23:59:59+00:00"
generated_at: "2026-06-01T14:29:45.210233+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.7
calibrated_materiality_score: 0.7
confidence: "high"
source: SEC EDGAR
---

# Applied Digital launches up to $50M Series E Preferred Stock offering, prepays AI Note with 8.4M shares

## Summary
- Offers up to 2,000,000 shares of Series E Redeemable Preferred Stock at $25.00/share ($50M aggregate); 2% dealer manager fee plus up to 6% selling commission.
- Series E Preferred accrues dividends at 9.0% annually per Certificate of Amendment filed May 16, 2024.
- Prepaid $? Unsecured Promissory Note (AI Note) in full via issuance of 8,421,146 shares of common stock; note extinguished.
- Entered Services Agreement with Preferred Shareholder Services for post-offering support including recordkeeping and redemption processing.

## SEC filing metadata
- accession: 0001144879-24-000133
- form_type: 8-K
- ticker: APLD
- cik: 0001144879
- company_name: Applied Digital Corp.
- filed_at: 2024-05-17T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.7
- calibrated_materiality_score: 0.7
- confidence: high
- sec_items: 1.01, 5.03, 8.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1144879/000114487924000133/0001144879-24-000133-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1144879/000114487924000133/apld-20240516.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001144879-24-000133
- JSON: https://secwatch.observer/filing/0001144879-24-000133.json
- Plain text: https://secwatch.observer/filing/0001144879-24-000133.txt

## Key facts
- Governance Changes
  Applied Digital Corp.: Certificate of Amendment to Series E Preferred Stock Certificate of Designations: dividend rate set at 9.0%, Holder Redemption Notice effective last day of month after receipt, death redemption allowed in cash or common stock, 19.99% cap on common shares issuable for redemption, and 60-day notice pr (effective 2024-05-16).
  - Change: charter amendment
  - Effective: 2024-05-16
  source text: On May 16, 2024, the Company filed a Certificate of Amendment (the “Certificate of Amendment”) to the Certificate of Designation of Rights, Privileges, Preferences, and Restrictions (the “Certificate of Designations”) of Series E Preferred Stock with the Secretary of State of the State of Nevada, which provides that (i) dividends on the shares of Series E Preferred Stock (the “Shares”) shall accrue at an annual rate of 9.0% of the Stated Value of the Shares, (ii) a Holder Redemption Notice (as defined in the Certificate of Designations) shall be effective as of the last day of the month after a Holder Redemption Notice is duly received by the Company, or its designated agent, (iii) the Company’s redemption of the Shares upon the death of a beneficial holder of the Shares shall be made in either cash or with fully paid and non-assessable shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) in the sole and absolute discretion of the board of directors of
  evidence_url: https://www.sec.gov/Archives/edgar/data/1144879/000114487924000133/0001144879-24-000133-index.htm
- Material Agreements
  Applied Digital Corp. entered into Services Agreement with Preferred Shareholder Services, LLC (effective 2024-05-16).
  - Action: entry
  - Counterparty: Preferred Shareholder Services, LLC
  - Effective: 2024-05-16
  source text: On May 16, 2024, the Company entered into a Services Agreement (the “Services Agreement”) with Preferred Shareholder Services, LLC (“PSS”), an affiliate of the Dealer Manager, pursuant to which PSS will provide certain post-Offering support services to the Company relating to the Series E Preferred Stock.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1144879/000114487924000133/0001144879-24-000133-index.htm
- Material Agreements
  Applied Digital Corp. entered into Dealer Manager Agreement with Preferred Capital Securities, LLC (effective 2024-05-16).
  - Action: entry
  - Agreement: underwriting
  - Counterparty: Preferred Capital Securities, LLC
  - Effective: 2024-05-16
  source text: On May 16, 2024, Applied Digital Corporation (the “Company”) entered into a Dealer Manager Agreement (the “Dealer Manager Agreement”) with Preferred Capital Securities, LLC (the “Dealer Manager”)
  evidence_url: https://www.sec.gov/Archives/edgar/data/1144879/000114487924000133/0001144879-24-000133-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.