apld-202402140001144879FALSE00011448792024-02-142024-02-14
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 14, 2024
(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 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
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| 3811 Turtle Creek Blvd., | Suite 2100, | Dallas, | TX | 75219 |
| (Address of principal executive offices) | (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 7.01. Regulation FD Disclosure
On February 13, 2024, Applied Digital Corporation (the “Company”) was informed that Wind Energy Transmission of Texas (“WETT”), who services the Company’s Garden City datacenter hosting facility, would begin to perform maintenance work on a nearby transmission switching station. On February 14, 2024, the Company’s Garden City facility was de-energized to accommodate WETT’s maintenance work safely. No maintenance work or repairs are required at the Company’s datacenter hosting facility. The outage is currently expected to last three days while the overall maintenance activities are expected to last up to two weeks. While the current impact to revenues is not material, management believes that the impact to revenues could be material for the quarter ending February 29, 2024 if the outage lasts significantly longer than the current expectation of three days. The outage has no impact on our HPC hosting datacenters under construction, which are being designed to provide higher levels of availability in accordance with industry standards. The outage also has no impact on our Cloud services business as those services are provided using third-party facilities.
Item 8.01. Other Events
As previously disclosed, on January 18, 2024, the Company began experiencing a power outage at our Ellendale datacenter hosting facility, resulting in a complete outage by January 19, 2024. As of February 15, 2024, the required upgrades to ensure stability of our electrical supply were completed by our electricity provider and the facility is now re-energized. The outage had no impact on our HPC hosting datacenters under construction, which are being designed to provide higher levels of availability in accordance with industry standards. The outage also had no impact on our Cloud services business as those services are provided using third-party facilities.
This Current Report on Form 8-K contains "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995 regarding, among other things, future operating and financial performance, product development, market position, business strategy and objectives. These statements use words, and variations of words, such as "continue," "build," "future," "increase," "drive," "believe," "look," "ahead," "confident," "deliver," "outlook," "expect," and "predict." Other examples of forward-looking statements may include, but are not limited to, (i) statements of Company plans and objectives, including our evolving business model, or estimates or predictions of actions by suppliers, (ii) statements of future economic performance, and (iii) statements of assumptions underlying other statements and statements about the Company or its business. You are cautioned not to rely on these forward-looking statements. These statements are based on current expectations of future events and thus are inherently subject to uncertainty. If underlying assumptions prove inaccurate or known or unknown risks or uncertainties materialize, actual results could vary materially from the Company's expectations and projections. These risks, uncertainties, and other factors include: decline in demand for our products and services; the volatility of the crypto asset industry; the inability to comply with developments and changes in regulation; cash flow and access to capital; and maintenance of third party relationships. Information in this release is as of the dates and time periods indicated herein, and the Company does not undertake to update any of the information contained in these materials, except as required by law.
Item 9.01. Financial Statements and Exhibits
EXHIBIT INDEX
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| Exhibit No. | | Description |
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| 104 | | 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.
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| Dated: | February 15, 2024 | | By: | /s/ David Rench |
| | | Name: | David Rench |
| | | Title: | Chief Financial Officer |
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