8-K current report · filed May 5, 2026

Applied Digital Corp. (APLD) 8-K Current Report: May 5, 2026

Item 1.01Item 7.01Item EX-99.1APLD overview

Short answer

Applied Digital Corp. (APLD) filed an 8-K current report with the SEC on May 5, 2026 reporting Item 1.01 (Entry into a Material Definitive Agreement), Item 7.01 (Regulation FD Disclosure), Item EX-99.1 (Exhibit EX-99.1). Placement agent received approximately $0.75 million, equal to 5.0% of Applied Parent Equity Financing gross proceeds.

Applied Digital Corp. 8-K event analysis

AI summary of each reported item and its exhibits

Item 1.01 · Entry into a Material Definitive Agreement

  • Placement agent received approximately $0.75 million, equal to 5.0% of Applied Parent Equity Financing gross proceeds
  • ChronoScale will pay APLD 1% of quarterly gross revenue plus monthly corporate-service fees, creating recurring related-party revenue
  • APLD can designate four of seven directors while owning at least 50% of ChronoScale voting securities
  • APLD retains approval rights over debt, acquisitions, senior securities, dividends, executive changes, major asset sales, and strategic transactions above 30% ownership
  • ChronoScale must file resale registration within 60 days and pursue effectiveness within 30–60 days, potentially increasing shareholder liquidity and selling pressure

Item 7.01 · Regulation FD Disclosure

  • Forward-looking disclosure covers ChronoScale, HPC data centers, cloud compute, lease development, and future project financing
  • Execution depends on integrating ChronoScale’s cloud compute and legacy Ekso businesses
  • Key investor risks include additional capital needs, financing availability, customer concentration, construction delays, and power disruptions
  • Disclosure highlights uncertainty around AI infrastructure demand, customer leasing decisions, margins, and debt and equity market conditions

Item EX-99.1 · Exhibit EX-99.1

  • Cloud-business separation closed May 5, 2026, creating ChronoScale as an independent Nasdaq-listed accelerated-compute company
  • Applied Digital retains approximately 97% ownership, preserving substantial economic exposure to ChronoScale’s growth
  • Applied Digital invested $15.75 million for approximately 1.4 million ChronoScale shares in a concurrent private placement
  • ChronoScale begins trading under ticker CHRN, while Applied Digital remains focused on long-term data-center hosting contracts
  • Separation creates distinct investment exposures but adds execution and funding risks around AI demand, customer concentration, and capacity expansion

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