APLD 10-K Annual Report May 31, 2022 | Alphaminr
Applied Blockchain, Inc.
ALPHAMINR

APLD 10-K Fiscal year ended May 31, 2022

Balance Sheet
Cash Flow
Income Statement
Debt
Name: Applied Digital Corp. <br /> CIK: 1144879 <br /> Filing Type: 10-K/A <br /> Report Date: 2022-05-31 <br /> Download URL: https://www.sec.gov/Archives/edgar/data/1144879/000114487922000043/apld-20220531.htm <br />
TABLE OF CONTENTS
Part I: Gender IdentityPart Ii: Demographic BackgroundItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accounting Fees and ServicesPart IVItem 15. Exhibits, Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

3.1* Second Amended and Restated Articles of Incorporation, as amended from time to time. 3.2 Amended and Restated Bylaws, as amended from time to time (Incorporated by reference to Exhibit 3.2 to the Companys Form S-1 (Registration No. 333-258818), filed with the SEC on August 13, 2021) 4.1 Registration Rights Agreement, dated April 15, 2021, by and between the Company and B. Securities, Inc., for the benefit of B. Riley Securities, Inc. and the Investors. (Incorporated by reference to Exhibit 4.1 to the Companys Form S-1 (Registration No. 333-258818), filed with the SEC on August 13, 2021). 4.1.1 Amendment, dated December 13, 2021, to Registration Rights Agreement, dated April 15, 2021, by and between the Company and B. Riley Securities, Inc., for the benefit of B. Riley Securities, Inc. and the Investors (Incorporated by reference to Exhibit 3.2 to Amendment No. 6 the Company's form S-1 (Registration No. 333-258818), filed with the SEC on April 12, 2022). 4.1.2 Amendment No. 2, dated February 22, 2022, to Registration Rights Agreement, dated April 15, 2021, by and between the Company and B. Riley Securities, Inc., for the benefit of B. Riley Securities, Inc. and the Investors (Incorporated by reference to Exhibit 4.3 to the Company's Form S-1 (Registration No. 333-258818), filed with the SEC on February 28, 2022). 4.2 Registration Rights Agreement, dated July 30, 2021, by and between the Company and B. Securities, Inc., for the benefit of B. Riley Securities, Inc. and the Investors (Incorporated by reference to Exhibit 4.2 to the Companys Form S-1 (Registration No. 333-258818), filed with the SEC on August 13, 2021). 4.2.1 Amendment, dated December 13, 2021, to Registration Rights Agreement, dated July 30, 2021, by and between the Company and B. Riley Securities, Inc., for the benefit of B. Riley Securities, Inc. and the Investors (Incorporated by reference to Exhibit 3.2 to the Company's form S-1 (Registration No. 333-258818), filed with the SEC on April 12, 2022). 4.2.2 Amendment No. 2, dated February 22, 2022, to Registration Rights Agreement, dated July 30, 2021, by and between the Company and B. Riley Securities, Inc., for the benefit of B. Riley Securities, Inc. and the Investors (Incorporated by reference to Exhibit 4.6 to the Company's Form S-1 (Registration No. 333-258818), filed with the SEC on February 28, 2022). 4.3 Right of First Refusal and Co-Sale Agreement, dated as of April 15, 2021, by and between the Company, the Key Holders and Investors (Incorporated by reference to Exhibit 4.3 to the Companys Form S-1 (Registration No. 333-258818), filed with the SEC on August 13, 2021). 4.4 Right of First Refusal and Co-Sale Agreement, dated as of July 30, 2021, by and between the Company, the Key Holders and Investors. (Incorporated by reference to Exhibit 4.4 to the Companys Form S-1 (Registration No. 333-258818), filed with the SEC on August 13, 2021). 4.5 Description of Securities. 10.1 Services Agreement, dated March 19, 2021, by and among the Company, GMR Limited, Xsquared Holding Limited, and Valuefinder (Incorporated by reference to Exhibit 10.1 to the Companys Form S-1 (Registration No. 333-258818), filed with the SEC on August 13, 2021). 10.2 Master Professional Services Agreement between Ulteig Engineers, Inc. and APLD Hosting, LLC. (Incorporated by reference to Exhibit 10.2 to the Companys Form S-1 (Registration No. 333-258818), filed with the SEC on August 13, 2021). 10.3 Non-Fixed Price Sales and Purchase Agreement, dated April 13, 2021, between Bitmain Technologies Limited and the Company (Incorporated by reference to Exhibit 10.3 to the company's Form S-1 (Registration No. 333-2588818), filed with the SEC on August 13, 2021). 10.4 Coinmint Colocation Mining Services Agreement dated as of June 15, 2021 by and between Coinmint, LLC and the Company (Incorporated by reference to Exhibit 10.4 totheCompany's Form S-1 (Registration No. 333-258818), filed with the SEC on August 13, 2021). 10.5# Service Framework Agreement, dated July 5, 2021, by and between APLD Hosting, LLC and JointHash Holding Limited (Incorporated by reference to Exhibit 10.5 to Amendment No. 1 to the Companys registration statement on Form S-1 (Registration No. 333-258818), filed with the SEC on November 2, 2021). 10.6# Amended and Restated Electric Services Agreement, dated September 13, 2021, by and between APLD Hosting, LLC and [Redacted] (Incorporated by reference to Exhibit 10.6 to Amendment No. 1 to the Companys registration statement on Form S-1 (Registration No. 333-258818), filed with the SEC on November 2, 2021). 10.7 Sublease Agreement, dated as of May 19, 2021, by and between the Company and Encap Investments L.P. (Incorporated by reference to Exhibit 10.7 to the Companys Form S-1 (Registration No. 333-258818), filed with the SEC on August 13, 2021). 10.8# Service Framework Agreement, dated July 5, 2021, by and between APLD Hosting, LLC and Bitmain Technologies Limited 10.9# Master Hosting Agreement, dated as of September 20, 2021, by and between APLD Hosting, LLC and F2Pool Mining, Inc. (Incorporated by reference to Exhibit 10.9 to Amendment No. 1 to the Companys registration statement on Form S-1 (Registration No. 333-258818), filed with the SEC on November 2, 2021). 10.10# Master Hosting Agreement, dated as of October 12, 2021, by and between APLD Hosting, LLC and Hashing LLC. ((Incorporated by reference to Exhibit 10.10 to Amendment No. 1 to the Companys registration statement on Form S-1 (Registration No. 333-258818), filed with the SEC on November 2, 2021). 10.11 Services Agreement, effective as of October 12, 2021, by and among Applied Blockchain, LTD and Xsquared Holding Limited. (Incorporated by reference to Exhibit 10.11 to Amendment No. 1 to the Companys registration statement on Form S-1 (Registration No. 333-258818), filed with the SEC on November 2, 2021). 10.12 2022 Incentive Plan (Incorporated by reference to Exhibit 10.1 to the Company's registration statement on Form S-8 (Registration No. 333-265698), filed with the SEC on June 17, 2022). 10.12.1 Form of Employee Restricted Stock Award Agreement (Incorporated by reference to Exhibit 10.2 to the Company's registration statement on Form S-8 (Registration No. 333-265698), filed with the SEC on June 17, 2022). 10.12.2 Form of Restricted Stock Unit Award Agreement (Employees) (Incorporated by reference to Exhibit 10.3 totheCompany's registration statement on Form S-8 (Registration No. 333-265698), filed with the SEC on June 17, 2022). 10.12.3 Form of Restricted Stock UnitAward Agreement (Consultants) (Incorporated by reference to Exhibit 10.4 totheCompany's registration statement on Form S-8 (Registration No. 333-265698), filed with the SEC on June 17, 2022). 10.13 2022 Non-Employee Director Stock Plan (Incorporated by reference to Exhibit 10.5 to the Company's registration statement on Form S-8 (Registration No. 333-265698), filed with the SEC on June 17, 2022). 10.13.1 Form of Director Restricted Stock Award Agreement (Incorporated by reference to Exhibit 10.6 to the Company's registration statement on Form S-8 (Registration No. 333-265698), filed with the SEC on June 17, 2022). 10.14# Limited Liability Company Agreement, dated as of January 6, 2022, by and between the Company and Antpool Capital Asset Investment L.P. (Incorporated by reference to Exhibit 10.14 to Amendment No. 5 to the Companys registration statement on Form S-1 (Registration No. 333-258818), filed with the SEC on January 24, 2022). 10.15 Employment Agreement, effective as of November 1, 2021, by and between the Company and Wes Cummins (Incorporated by reference to Exhibit 10.15 to Amendment No. 5 to the Companys registration statement on Form S-1 (Registration No. 333-258818), filed with the SEC on January 24, 2022). 10.16 Employment Agreement, effective as of November 1, 2021, by and between the Company and David Rench (Incorporated by reference to Exhibit 10.16 to Amendment No. 5 to the Companys registration statement on Form S-1 (Registration No. 333-258818), filed with the SEC on January 24, 2022). 10.17 Employment Agreement, effective as of November 1, 2021, by and between the Company and Regina Ingel (Incorporated by reference to Exhibit 10.17 to Amendment No. 5 to the Companys registration statement on Form S-1 (Registration No. 333-258818), filed with the SEC on January 24, 2022). 10.17.1 Amendment dated August 1, 2022 to Employment Agreement between Applied Blockchain, Inc. and Regina Ingel (Incorporated by reference to Exhibit 10.1 to the Company's current report on Form 8-K (Commission File No. 001-31968), filed with the SEC on August 5, 2022). 10.18 Loan Agreement dated as of March 11, 2022 by and between APLD Hosting, LLC, Vantage Bank Texas and Applied Blockchain, Inc. (Incorporated by reference to Exhibit 10.20 to Amendment No. 6 the Company's form S-1 (Registration No. 333-258818), filed with the SEC on April 12, 2022). 10.19 Continuing Guaranty Agreement dated as of March 11, 2022 by Applied Blockchain, Inc. for the benefit of Vantage Bank Texas. (Incorporated by reference to Exhibit 10.21 to Amendment No. 6 the Company's form S-1 (Registration No. 333-258818), filed with the SEC on April 12, 2022). 21.1* List of Subsidiaries. 23.1* Consent of Marcum, LLP. 31.1* Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2* Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1* Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2* Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.