Applied Digital (APLD) Enters $125M Share Sale Agreement

On July 9, 2024, Applied Digital (NASDAQ: APLD) entered into a Sales Agreement (the “Sales Agreement”) with B. Riley Securities, Inc., BTIG, LLC, Lake Street Capital Markets, LLC, Northland Securities, Inc. and Roth Capital Partners, LLC (collectively, the “Agents”), pursuant to which the Company may offer and sell, from time to time, through the Agents, up to $125,000,000 of shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”).
The Company is not obligated to sell any of the Shares under the Sales Agreement. Subject to the terms and conditions of the Sales Agreement, the Agents will use commercially reasonable efforts consistent with their normal trading and sales practices, applicable state and federal law, rules and regulations and the rules of The Nasdaq Stock Market LLC to sell the Shares from time to time based upon the Company’s instructions, including any price, time or size limits. Upon delivery of a placement notice to an Agent, and subject to the Company’s instructions in that notice, and the terms and conditions of the Sales Agreement generally, such Agent may sell the Shares by any method permitted by law deemed to be an “at the market offering” as defined by Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended, including sales made directly on or through the Nasdaq Global Select Market or any other existing trading market for the Common Stock, in negotiated transactions at market prices prevailing at the time of sale or at prices related to prevailing market prices, or any other method permitted by law.
The Sales Agreement provides that each Agent will be entitled to compensation for its services in an amount equal to 3.0% of the aggregate gross proceeds from the sales placed by such Agent thereunder. The Sales Agreement contains customary representations, warranties and agreements by the Company, indemnification obligations of the Company and the Agents, other obligations of the parties and termination provisions.
The Shares will be issued pursuant to the Company’s effective shelf registration statement on Form S-3 (File No. 333-279155), filed with the Securities and Exchange Commission (the “SEC”) on May 6, 2024, and declared effective by the SEC on May 16, 2024, and the accompanying base prospectus included therein, as supplemented by the prospectus supplement, dated July 9, 2024, filed with the SEC.

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