Applied Digital issues $50M unsecured convertible debenture

Applied Digital entered into a private financing agreement with a single investor, in which it issued a $50 million unsecured convertible debenture. The convertible debenture bears no interest, has an original issue discount of five percent and has a term of 54 weeks. The conversion price for the note is the lower $6.00 and 95% of the lowest daily volume weighted average price of the Company’s common stock during the five trading days immediately prior to the date of conversion, subject to a floor price of $3.00, except that the Investor may, at its option, elect to use the $6.00 fixed conversion price. The Investor is limited to converting no more than $9.0 million per month, and may only begin to convert after May 1, 2024, except that these limitations do not apply if there’s an event of default and the conversion price is set at $6.00. Subject to the Investor’s right to convert, the Company may prepay the note at any time that the Company’s common stock trades below $6.00 or the tenth trading day after the registration statement registering the resale of the note’s underlying shares becomes effective. The Investor has contractually agreed not to short the stock during the term of the note. Northland Capital Markets acted as advisor and sole placement agent for the Company on the financing. Lowenstein Sandler LLP acted as legal counsel to the Company.