Applied Digital Corporation announced that it has entered into a private financing agreement with a single investor to issue a unsecured convertible debenture at a price of $50,000,000 for the gross proceeds of $50,000,000 on April 1, 2024. 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 of $6 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, except that the Investor may, at its option, elect to use the $6 fixed conversion price.

The Investor is limited to converting no more than $9,000,000 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. 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 or the tenth trading day after the registration statement registering the resale of the note?s underlying shares becomes effective. The securities described above have not been registered under the Securities Act of 1933, as amended.