Applied Digital Corp

S-11 apld-formsx1ciminitialwarr.htm S-1

As filed with the Securities and Exchange Commission on September 13, 2024

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

APPLIED DIGITAL CORPORATION

(Exact name of registrant as specified in its charter)

(214) 427-1704

(Address, including zip code, and telephone number, including

area code, of registrant’s principal executive offices)

Wes Cummins

Chief Executive Officer

Applied Digital Corporation

(214) 427-1704

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Steven E. Siesser, Esq.

Lowenstein Sandler LLP

1251 Avenue of the Americas

New York, New York 10020

Telephone: (212) 204-8688

Approximate date of commencement of proposed sale to the public:

From time to time after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 7(a)(2)(B) of the Securities Act.☐

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

EXPLANATORY NOTE

On June 17, 2024, Applied Digital Corporation’s (the “Company,” “we,” “us,” “our”) filed a prospectus supplement (the “Pro Supp”) with the Securities and Exchange Commission (the “SEC”) to our then-effective registration statement on Form S-3 (File No. 333-279155) (the “Original Registration Statement”). The Original Registration Statement was filed with the SEC on May 6, 2024 and declared effective by the SEC on May 16, 2024 and initially registered the offer and sale of a warrant (the “Warrant”), and the shares of our common stock, par value $0.001 per share (“Common Stock”) underlying the Warrant, issued to a single institutional investor (the “Investor”) on June 17, 2024.

At the time the Pro Supp and Original Registration Statement were required to be updated under Section 10(a)(3), we were no longer eligible to use Form S-3 pursuant to General Instruction I.A.3(b) of Form S-3. Accordingly, we ceased using the Pro Supp and Original Registration Statement as of such date.

We are filing this registration statement (this “Registration Statement”) on Form S-1 to register the shares of Common Stock issuable upon the exercise of the Warrant, which were previously registered on the Pro Supp to the Original Registration Statement. This Registration Statement does not cover the Warrant, which was issued on June 17, 2024 pursuant to the Pro Supp to the Original Registration Statement.

On August 30, 2024, we filed our Annual Report on Form 10-K for the fiscal year ended May 31, 2024. Interested parties should refer to such Annual Report on Form 10-K for more information.

The information contained in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

6,300,449 Shares of Common Stock Underlying the Warrant

This is an offering (this “Offering”) by Applied Digital Corporation (the “Company”) of up to 6,300,449 shares of our common stock, par value $0.001 per share (“Common Stock”) issuable upon the exercise of a warrant (the “Warrant”), issued to a single institutional investor (the “Investor”) on June 17, 2024 pursuant to a prospectus supplement, filed with the SEC on June 17, 2024, to our then-effective Form S-3 (File No. 333-279155) filed with the SEC on May 6, 2024 and declared effective by the SEC on May 16, 2024 (the “Original Registration Statement”). The Warrant was issued on June 17, 2024 pursuant to the Original Registration Statement. As such, this Offering relates to (and this prospectus supplement covers) only the shares of Common Stock issuable upon exercise of the Warrant. The Warrant is immediately exercisable for shares of our Common Stock at an exercise price of$4.8005 per share and may be exercised for a period of five years following the issuance date.

The Warrant was issued in connection with, and pursuant to the terms of, that certain Promissory Note, by and between APLD Holdings 2 LLC, our subsidiary, and CIM APLD Lender Holdings, LLC (the “Promissory Note”). For additional information, see “Plan of Distribution.”

There is currently no public market for the Warrant. We do not intend to apply for listing of the Warrant on a national securities exchange or over the counter market.

The Investor may exercise the Warrant on a cashless basis, unless there is an effective registration statement covering the underlying Common Stock, in which case, the Investor has the option to exercise in cash or on a cashless basis, or a combination thereof. If exercised in full in cash, we will receive up to an aggregate of approximately $30.2 million. See “Use of Proceeds” beginning on page 18.

Our Common Stock is traded on the Nasdaq Global Select Market (“Nasdaq”) under the symbol “APLD.” On September 11, 2024, the last reported sale price of our Common Stock on Nasdaq was $5.87 per share.

You should read this prospectus carefully, together with additional information described under the headings “Incorporation of Certain Information by Reference” and “Where You Can Find More Information,” before you invest in any of our securities.

An investment in our securities involves a high degree of risk. Before deciding whether to invest in our securities, you should consider carefully the risks and uncertainties described in our Annual Report on Form 10-K for the fiscal year ended May 31, 2024, filed with the SEC on August 30, 2024, and the other filings we make with the SEC from time to time, which are incorporated by reference herein in their entirety, together with other information in this prospectus and the information incorporated by reference herein.

Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is , 2024.

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