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    Applied Digital Corporation filed SEC Form 8-K: Other Events, Financial Statements and Exhibits

    5/30/25 5:01:49 PM ET
    $APLD
    Finance: Consumer Services
    Finance
    Get the next $APLD alert in real time by email
    false 0001144879 0001144879 2025-05-30 2025-05-30 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

     

     

     

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    WASHINGTON, D.C. 20549

     

     

     

    FORM 8-K

     

     

     

    CURRENT REPORT

     

    Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

     

    Date of Report (Date of earliest event reported): May 30, 2025

     

     

     

    APPLIED DIGITAL CORPORATION

    (Exact name of registrant as specified in its charter)

     

     

     

    Nevada   001-31968   95-4863690
    (State or other jurisdiction
    of incorporation)
      (Commission
    File Number)
      (IRS Employer
    Identification No.)
             

    3811 Turtle Creek Blvd.,

    Suite 2100

           
    Dallas, TX       75219
    (Address of principal executive offices)       (Zip Code)

     

    Registrant’s telephone number, including area code: 214-427-1704

     

     

    (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:

     

    ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
       
    ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
       
    ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
       
    ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

     

    Securities registered pursuant to Section 12(b) of the Act:

     

    Title of each class   Trading Symbol(s)   Name of each exchange on which registered
    Common Stock   APLD   Nasdaq Global Select Market

     

    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).

     

    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. ☐

     

     

     

     

     

     

    Item 8.01 Other Events.

     

    As previously disclosed, Applied Digital Corporation (the “Company”) announced in its Form 10-Q for the quarter ended February 28, 2025, filed with the Securities and Exchange Commission (the “SEC”) on April 14, 2025, that the Company had previously begun discussions for the possible sale of the Cloud Services Business and on February 26, 2025, the Board of Directors approved the negotiation of a potential transaction. Consequently, on April 10, 2025, the Company determined that the Cloud Services Business met the criteria for being classified as “held for sale,” as the Board of Directors approved further plans for the sale of the segment.

     

    Beginning with the Company’s fourth quarter of fiscal year ended May 31, 2025, the Company will report the Cloud Services Business as discontinued operations in accordance with ASC 205-20, Discontinued Operations, as the potential disposition reflects a strategic shift in the Company’s operations and financial results.

     

    In order to assist investors in understanding the impact of the potential sale of the Cloud Services Business on the Company’s financial results, the Company is filing as Exhibit 99.1 to this Current Report unaudited pro forma condensed consolidated statements of operations for the nine-month period ended February 28, 2025  and the fiscal years ended May 31, 2024 and 2023 and the unaudited pro forma condensed consolidated balance sheet as of February 28, 2025 (the “Pro Forma Financial Statements”). The unaudited pro forma condensed consolidated statements of operations for the nine-month period ended February 28, 2025 and the fiscal years ended May 31, 2024 and 2023 give effect to the sale of the Cloud Services Business as if it had occurred on June 1, 2022, the first day of fiscal year 2023. The unaudited pro forma condensed consolidated balance sheet gives effect to the sale of the Cloud Services Business as if it had occurred on February 28, 2025, our latest balance sheet date. All adjustments and disclosures have been prepared in accordance with Article 11 of Regulation S-X.

     

    The sale of the Cloud Services Business is subject to adjustments as the sale has not yet been finalized. Accordingly, the transaction accounting adjustments are preliminary, and have been made solely for the purpose of providing the Pro Forma Financial Statements as may be required by SEC rules and regulations. Differences between these preliminary estimates and the final sale accounting may be material. The unaudited pro forma condensed consolidated financial information has been provided for informational purposes only and does not purport to project the future or historical financial position or results of operations, cash flows, liquidity or financial condition of the Company, or the Cloud Services Business on a stand-alone basis. The actual results of the Company may differ significantly from those reflected herein.

     

    Item 9.01 Financial Statements and Exhibits.

     

    (d) Exhibits.

     

    Exhibit No.   Description
    99.1   Supplemental Financial Information.
    104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

     

     

     

     

    SIGNATURES

     

    Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

     

        APPLIED DIGITAL CORPORATION
           
    Date: May 30, 2025 By: /s/ Saidal L. Mohmand
        Name: Saidal L. Mohmand
        Title: Chief Financial Officer

     

     

     

     

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