0001144879FALSE00011448792024-05-082024-05-08

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
May 8, 2024
(Date of earliest event reported)

APPLIED DIGITAL CORPORATION
(Exact name of registrant as specified in its charter)
Nevada001-3196895-4863690
(State or other jurisdiction
of incorporation)
(Commission File Number)
(IRS Employer
Identification No.)
3811 Turtle Creek Blvd.,Suite 2100,Dallas,TX75219
(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:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common StockAPLDNasdaq Global Select Market

Item 5.07. Submission of Matters to a Vote of Security Holders.
Effective May 8, 2024, holders of a majority of the voting power of the stockholders of the Company as of May 8, 2024 (the “Record Date”) acted by written consent in lieu of a meeting (the “Written Consent”) to approve increasing the number of shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), authorized for issuance under the Company’s Second Amended and Restated Articles of Incorporation, as amended to date from 166,666,667 to 300,000,000 (the “Amendment”). The number of shares voted to approve the Amendment via the Written Consent was 62,901,930, or 51.2% of the shares of Common Stock outstanding as of the Record Date. Affirmative votes by holders of a majority of the outstanding shares of Common Stock as of the Record Date was required for approval of the Amendment.


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:May 21, 2024By: /s/ David Rench
Name:David Rench
Title:Chief Financial Officer

v3.24.1.1.u2
Cover
May 08, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date May 08, 2024
Entity Registrant Name APPLIED DIGITAL CORPORATION
Entity Incorporation, State or Country Code NV
Entity File Number 001-31968
Entity Tax Identification Number 95-4863690
Entity Address, Address Line One 3811 Turtle Creek Blvd.,
Entity Address, Address Line Two Suite 2100,
Entity Address, City or Town Dallas,
Entity Address, State or Province TX
Entity Address, Postal Zip Code 75219
City Area Code 214
Local Phone Number 427-1704
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Title of 12(b) Security Common Stock
Trading Symbol APLD
Security Exchange Name NASDAQ
Entity Central Index Key 0001144879
Amendment Flag false
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