secwatch / observer

Applied Digital Corp. — fact timeline

Source-grounded facts extracted from Applied Digital Corp.'s SEC 8-K filings across all families, newest first. Each cites a verbatim SEC excerpt.

APLD Applied Digital Corp. JSON
Material Agreements

Applied Digital Corp. amended AI Amendment with AI Bridge Funding LLC (effective 2024-04-26).

“On April 26, 2024, Applied Digital Corporation (the “Company”) entered into Amendment No. 2 (the “AI Amendment”) to that certain Unsecured Promissory Note made by the Corporation on January 30, 2024 and amended on March 27, 2024 (as amended by the AI Amendment, the “AI Note”) in favor of AI Bridge Funding LLC (the “Holder”).”
Governance Changes

Applied Digital Corp.: Amended the Code of Conduct to modify, enhance, or further define activities related to maintaining a safe and fair workplace, acting in the Company’s best interest, protecting assets and information, and complying with laws (effective 2024-04-26).

“On April 26, 2024, as a part of its periodic review of corporate governance matters, the Board of the Company approved amendments to the Company’s Code of Conduct (the “Code of Conduct”), which applies to all of the employees, officers, and directors of the Company.”
Governance Changes

Applied Digital Corp.: Adopted Third Amended and Restated Bylaws with updates to advance notice procedures, proxy access, controlling interest provisions under Nevada law, exclusive forum selection, technical changes, and a reduction in board size from six to five upon next resignation (effective 2024-04-26).

“On April 26, 2024, the Board of Directors (the “Board”) of Applied Digital Corporation (the “Company”) approved and adopted the Company’s Third Amended and Restated Bylaws (the “Third Amended and Restated Bylaws”), which became effective the same day.”
Earnings Releases

Applied Digital Corp. reported fiscal third quarter 2024 results: revenue $43.3 million.

“Total revenues in the fiscal third quarter 2024 were $43.3 million, up 208% from the fiscal third quarter 2023.”
M&A Transactions

Applied Digital Corp. completed a disposition involving Mara Garden City LLC (subsidiary of Marathon Digital Holdings, Inc.) for $87,328,675 (closed 2024-04-01).

“On April 1, 2024, the Transaction was consummated pursuant to the terms of the Purchase and Sale Agreement (the “Closing”). The purchase price payable by Mara Garden City to Rattlesnake Den I under the terms of the Purchase and Sale Agreement is $87,328,675 (the “Purchase Price”), plus additional consideration of $9,971,235 received by the Company at Closing in connection with the surrender of Marathon’s security deposits under its existing agreements with the Company.”
Debt Financings

Applied Digital Corp. incurred convertible notes of $40 million with YA II PN, LTD. at zero percent (0%) maturing April 8, 2025.

“On March 27, 2024, Applied Digital Corporation, a Nevada corporation (the “Company”) entered into a Prepaid Advance Agreement (the “PPA”) with YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”). In accordance with the terms of the PPA, the Investor has agreed to advance up to $50 million to the Company pursuant to two convertible unsecured promissory notes (the “Promissory Notes”). The Company issued the first Promissory Note on March 27, 2024, in the principal amount of $40 million”
Material Agreements

Applied Digital Corp. entered into PPA with YA II PN, LTD. valued at $50 million (effective 2024-03-27).

“On March 27, 2024, Applied Digital Corporation, a Nevada corporation (the “Company”) entered into a Prepaid Advance Agreement (the “PPA”) with YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”). In accordance with the terms of the PPA, the Investor has agreed to advance up to $50 million to the Company”
Material Agreements

Applied Digital Corp. entered into Purchase and Sale Agreement with Mara Garden City LLC valued at $87,328,675.00 purchase price plus $9,971,235 additional consideration (effective 2024-03-14).

“On March 14, 2024, APLD – Rattlesnake Den I LLC (“Rattlesnake Den I”), a Delaware limited liability company and a subsidiary of Applied Digital Corporation, a Nevada corporation (the “Company”), entered into a purchase and sale agreement (the “Purchase and Sale Agreement”) with Mara Garden City LLC (“Mara Garden City”), a Delaware limited liability company and a subsidiary of Marathon Digital Holdings, Inc. (“Marathon”), pursuant to which Rattlesnake Den I agreed to sell to Mara Garden City (the “Transaction”) its data center facility located in Garden City, Texas (the “Facility”) consisting of the ground leasehold estate and interest held under the Ground Lease dated April 13, 2022 between Rattlesnake Den I, as tenant, and EDB, Ltd., a Texas limited liability company, as landlord (the “Ground Lease”), related to approximately 50 acres in Glasscock County, Texas and related tangible and intangible property and improvements (together with the Ground Lease, the “Property”).”
Debt Financings

Applied Digital Corp. incurred loan of $16,000,000 with Cornerstone Bank at 8.590% per annum maturing March 1, 2029.

“the Lender loaned the principal amount of $16,000,000 to the Borrower with a maturity date of March 1, 2029”
Material Agreements

Applied Digital Corp. entered into Loan Agreement with Cornerstone Bank valued at $16,000,000 (effective 2024-02-28).

“On February 28, 2024, APLD GPU-01, LLC (the “Borrower”), a wholly-owned subsidiary of Applied Digital Corporation (the “Company”), entered into a Loan Agreement with Cornerstone Bank, a North Dakota state chartered bank (the “Lender”) (the “Loan Agreement”) pursuant to which the Lender loaned the principal amount of $16,000,000 to the Borrower with a maturity date of March 1, 2029 (the “Loan”).”

Virginia Moore resigned as Director at Applied Digital Corp..

“On February 22, 2024, Kelli McDonald and Virginia Moore resigned from the Board of Directors of the Company, effective immediately.”

Kelli McDonald resigned as Director at Applied Digital Corp..

“On February 22, 2024, Kelli McDonald and Virginia Moore resigned from the Board of Directors of the Company, effective immediately.”

Rachel H. Lee was appointed as Independent Director at Applied Digital Corp..

“On February 22, 2024, Applied Digital Corporation (the “Company”) announced Rachel H. Lee was appointed as an independent director to its Board of Directors (the “Board”), effective February 22, 2024.”
Debt Financings

Applied Digital Corp. incurred loan of up to $20,000,000 with AI Bridge Funding LLC at 12.50% maturing 2026-01-30.

“On January 30, 2024, the Company issued an Unsecured Promissory Note (the “Note”) payable to AI Bridge Funding LLC (the “Lender”), providing for an unsecured loan in the aggregate principal amount of up to $20,000,000 (the “Principal Amount”), of which $15,000,000 was available immediately and funded upon the execution of the Note.”
Governance Changes

Applied Digital Corp.: Amended bylaws to add advance notice provision and forum selection provision (effective 2024-01-22).

“On January 22, 2024, the Board of Directors of Applied Digital Corporation (the “Company”) approved and adopted amendments to the Company’s Bylaws (the “Second Amended and Restated Bylaws”). The amendments contained in the Second Amended and Restated Bylaws include, among other things the addition of an advance notice provision and a forum selection provision.”
Earnings Releases

Applied Digital Corp. reported fiscal second quarter ended November 30, 2023 results: net income Net loss of $10.5 million.

“Fiscal Second Quarter 2024 Financial and Operational Highlights • Total revenue of $42.2 million • Net loss of $10.5 million • Adjusted EBITDA of $10.6 million • Adjusted net loss of $5.2 million, or adjusted loss per share of $0.05 • Energized 200 megawatt ("MW") hosting facility in Garden City, Texas • Began construction of 100 megawatt ("MW") high-performance computing facility (“HPC”) in Ellendale, North Dakota Adjusted EBITDA, adjusted net income, and adjusted earnings per share are non-GAAP measures.”
Shareholder Votes

Applied Digital Corp. shareholders approved Advisory approval of compensation of named executive officers at the 2023-11-09 meeting.

“The stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers.”
Shareholder Votes

Applied Digital Corp. shareholders approved Ratification of Marcum LLP as independent registered public accounting firm for fiscal year ending May 31, 2024 at the 2023-11-09 meeting.

“The stockholders ratified the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending May 31, 2024.”
Shareholder Votes

Applied Digital Corp. shareholders approved Election of seven director nominees at the 2023-11-09 meeting.

“The stockholders voted in favor of the election of the following director nominees as directors for a term of office expiring at the Company’s 2024 Annual Meeting of Stockholders and, in each case, until his or her successor is duly elected and qualified.”
Earnings Releases

Applied Digital Corp. reported fiscal first quarter ended August 31, 2023 results: revenue $36.3 million, net income $11.9 million, EPS $(0.12) per basic and diluted share. Guidance reaffirmed.

“ended August 31, 2023. The Company also provided forward guidance and an operational update. Fiscal First quarter 2024 Financial and Operational Highlights • Total revenue of $36.3 million • Net loss of $11.9 million • Adjusted EBITDA of $10.0 million • Adjusted net income from operations of $0.1 million, or adjusted earnings per share of less than $0.01 • Fully”

Michael Maniscalco was appointed as Chief Technology Officer at Applied Digital Corp..

“On September 25, 2023, the Company and Michael Maniscalco entered into an Executive Employment Agreement (the “Maniscalco Employment Agreement”), pursuant to which Mr. Maniscalco will serve as the Chief Technology Officer of the Company.”
Earnings Releases

Applied Digital Corp. reported financial results for the twelve months ended May 31, 2023.

“On July 24, 2023, Applied Digital Corporation (the “Company”) issued a press release announcing its financial results for the three and twelve months ended May 31, 2023.”
Earnings Releases

Applied Digital Corp. reported the three months ended May 31, 2023 results: revenue $22 million, net income $6.5 million (net loss), EPS $0.07 per basic and diluted share.

“Revenues in the fiscal fourth quarter 2023 were $22 million, up 193% from the fiscal fourth quarter 2022. Hosting revenues were attributable to the Company’s operations in Jamestown, North Dakota along with the increase in energized MW capacity at the Ellendale, North Dakota facility. The Jamestown site operated at full capacity throughout the quarter. Cost of revenues in the fiscal fourth quarter 2023 was $16.0 million compared to $7.4 million in the fiscal fourth quarter 2022. The increase in cost was attributable to higher energy costs used to generate hosting revenues, depreciation, amortization expense, and personnel expenses for employees working on our Jamestown and Ellendale hosting facilities. Adjusted Gross Profit, a non-GAAP measure, for the fiscal fourth quarter 2023 was $7.8 million, or 36% of revenue, compared to Adjusted Gross Profit of $1.1 million, or 15% of revenue in the fiscal fourth quarter 2022. Operating expenses for the fiscal fourth quarter 2023 were $12.3 mill”

Regina Ingel changed role as Chief Marketing Officer at Applied Digital Corp..

“On July 19, 2023, Regina Ingel, Chief Marketing Officer of Applied Digital Corporation (the “Company”), commenced an agreed-upon status of paid time off, without access to Company communications or systems, pending resolution of the previously announced issue relating to Ms. Ingel’s employment with the Company.”
Earnings Releases

Applied Digital Corp. reported fourth quarter ended May 31, 2023 results: revenue approximately $22 million, net income approximately $6.8 million.

“we estimate that our revenues overall will be approximately $22 million. For the fiscal fourth quarter of 2023, we estimate that our net loss overall will be approximately $6.8 million”
Material Agreements

Applied Digital Corp. entered into Sales Agreement with Craig-Hallum Capital Group LLC. valued at up to $125,000,000 (effective 2023-06-26).

“On June 26, 2023, Applied Digital Corporation (the “Company”) entered into an At Market Issuance Sales Agreement (the “Sales Agreement”) with Craig-Hallum Capital Group LLC. (the “Sales Agent”), pursuant to which the Company may offer and sell, from time to time, through the Sales Agent, up to $125,000,000 of shares of its common stock, par value $0.001 per share (the “Common Stock”).”
Governance Changes

Applied Digital Corp.: Removed ability of Series E Preferred Stock holders to request payment of dividends in common stock; dividends will only be paid in cash (effective 2023-06-09).

“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.”
Material Agreements

Applied Digital Corp. entered into Loan and Security Agreement with B. Riley Commercial Capital, LLC and B. Riley Securities, Inc. valued at $50,000,000 (effective 2023-05-23).

“On May 23, 2023, SAI Computing LLC (the “Borrower”), a wholly-owned subsidiary of Applied Digital Corporation (the “Company”), entered into a Loan and Security Agreement with B. Riley Commercial Capital, LLC and B. Riley Securities, Inc. ( the “Lenders”), B. Riley Commercial Capital, LLC, as Collateral Agent, and the Company as Guarantor (the “Loan and Security Agreement”).”
Earnings Releases

Applied Digital Corp. reported the fiscal third quarter of 2023 ended February 28, 2023 results: revenue $14.1 million, net income $7.0 million, EPS $0.08 per basic and diluted share.

“Revenues in the fiscal third quarter 2023 were $14.1 million. Hosting revenues were generated entirely from the Company’s first hosting facility in Jamestown, North Dakota. The Jamestown facility operated at full capacity during the quarter. Cost of revenues in the fiscal third quarter 2023 was $10.5 million, consisting of approximately $8.6 million of energy costs, $0.9 million of depreciation and amortization expense, and $1.0 million of personnel expenses for employees directly working at the Jamestown hosting facility. Adjusted Gross Profit, a non-GAAP measure, for the fiscal third quarter of 2023 was $4.4 million, or 31% of revenue. Operating expenses for the fiscal third quarter of 2023 were $10.5 million, which included $4.5 million in stock-based compensation, $3.9 million in other selling, general and administrative costs and $1.1 million of depreciation and amortization expenses not attributable to cost of sales. Net loss attributable to Applied Digital for the fiscal third q”
Governance Changes

Applied Digital Corp.: Filed Certificate of Designation for Series E Preferred Stock, establishing its rights, privileges, preferences, and restrictions (effective 2023-02-14).

“On February 14, 2023, the Company filed a Certificate of Designation of Rights, Privileges, Preferences, and Restrictions of Series E Preferred Stock (the “Certificate of Designation”) with the Secretary of State of the State of Nevada to establish the rights, privileges, preferences, and restricts of the Series E Preferred Stock. The Certificate of Designation became effective upon filing on February 14, 2023.”
Material Agreements

Applied Digital Corp. entered into Loan Agreement with Starion Bank valued at $20,000,000 (effective 2023-02-16).

“On February 16, 2023, APLD ELN-01 LLC (the “Borrower”), a wholly-owned subsidiary of Applied Digital Corporation (the “Company”), entered into a Loan Agreement with Starion Bank (“Lender”) and the Company as Guarantor (the “Loan Agreement”).”
Earnings Releases

Applied Digital Corp. reported fiscal second quarter of 2023 ended November 30, 2022 results: revenue $12.3 million.

“of 2023 ended November 30, 2022. The Company also provided an operational update and outlook. Recent Operational and Financial Highlights • Fiscal second quarter 2023 revenue of $12.3 million • Fiscal second quarter 2023 adjusted EBITDA of $(2.1) million • 100-Megawatt (“MW”) facility in Jamestown, North Dakota operated at full capacity during the quarter • Changed”
Governance Changes

Applied Digital Corp.: Amended Articles of Incorporation to change company name from Applied Blockchain, Inc. to Applied Digital Corporation (effective 2022-11-14).

“As further described in Item 5.07 below, on November 10, 2022, the Company held its 2022 Annual Meeting of Stockholders (the “Annual Meeting”), at which stockholders approved to amend the Company’s Second Amended and Restated Articles of Incorporation to change the Company name from Applied Blockchain, Inc. to Applied Digital Corporation.”
Shareholder Votes

Applied Digital Corp. shareholders approved Approval of amendment to Articles of Incorporation to change company name to Applied Digital Corporation at the 2022-11-10 meeting.

“Proposal 5 The stockholders approved the Amendment of the Company's Articles of Incorporation to change the Company name to Applied Digital Corporation. For Against Abstain Broker Non-Votes 49,418,615 14,089 7,006 11,742,889”
Shareholder Votes

Applied Digital Corp. shareholders approved Advisory vote on the frequency of the advisory vote on executive compensation at the 2022-11-10 meeting.

“Proposal 4 The stockholders approved, on an advisory basis, the frequency of the advisory vote on the compensation of the Company's named executive officers of one year. One Year Two Years Three Years Abstain Broker Non-Votes 48,729,578 149,273 274,499 286,360 11,742,889”
Shareholder Votes

Applied Digital Corp. shareholders approved Advisory approval of the compensation of the Company's named executive officers at the 2022-11-10 meeting.

“Proposal 3 The stockholders approved, on an advisory basis, the compensation of the Company's named executive officers. For Against Abstain Broker Non-Votes 48,396,674 656,735 386,301 11,742,889”
Shareholder Votes

Applied Digital Corp. shareholders approved Ratification of the appointment of Marcum LLP as the Company's independent registered public accounting firm for the fiscal year ending May 31, 2023 at the 2022-11-10 meeting.

“Proposal 2 The stockholders ratified the appointment of Marcum LLP as the Company's independent registered public accounting firm for the fiscal year ending May 31, 2023. For Against Abstain Broker Non-Votes 60,829,202 39,421 313,976 0”
Shareholder Votes

Applied Digital Corp. shareholders approved Election of six director nominees at the 2022-11-10 meeting.

“Proposal 1 The stockholders voted in favor of the election of the following director nominees as directors for a term of office expiring at the Company's 2023 Annual Meeting of Stockholders and, in each case, until his or her successor is duly elected and qualified. Nominee For Withheld Broker Non-Votes Wes Cummins 48,950,685 489,025 11,742,889 Douglas Miller 49,417,539 22,171 11,742,889 Kelli McDonald 49,236,406 203,304 11,742,889 Virginia Moore 49,236,597 203,113 11,742,889 Chuck Hastings 49,113,705 326,005 11,742,889 Richard Nottenburg 48,995,680 444,030 11,742,889”
Debt Financings

Applied Digital Corp. incurred term loan of $15,000,000 with Vantage Bank Texas at 6.15% per annum maturing April 26, 2028.

“On November 7, 2022, APLD – Rattlesnake Den I, LLC (the “Borrower”), a wholly-owned subsidiary of the Company, entered into the Loan Agreement with Vantage Bank Texas (“Lender”) and the Company, as guarantor, which agreement provides for a term loan in the principal amount of $15,000,000 (the “Loan”). The Loan will be advanced in 16 installments for working capital needs for the Borrower’s datacenter in Garden City, Texas (the “Garden City Facility”), with each installment not exceeding $937,500 for the costs and expenses of a building at the Garden City Facility. The unpaid principal amount of the Loan will bear interest at a fixed rate of 6.15% per annum, and the Borrower may prepay the Loan, in whole or in part, without the payment of any fee or penalty. The Loan Agreement matures April 26, 2028.”
Material Agreements

Applied Digital Corp. entered into Loan Agreement with Vantage Bank Texas (effective 2022-11-07).

“On November 7, 2022, APLD – Rattlesnake Den I, LLC (the “Borrower”), a wholly-owned subsidiary of Applied Digital Corporation, formerly known as Applied Blockchain, Inc. (the “Company”), entered into a Loan Agreement with Vantage Bank Texas (the “Lender”) and the Company, as guarantor (the “Loan Agreement”).”

Regina Ingel changed role as Chief Marketing Officer at Applied Digital Corp..

“Ms. Ingel’s title was changed to Chief Marketing Officer”

Facts are extracted by an LLM and gated to those whose source quote is present verbatim in the filing text. Coverage is best-effort while backfill and monitoring mature; this is not yet a full-market index. See methodology.