Applied Digital Corp 8-K/A, filed Jun 6, 2024
Applied Digital Corp. (APLD)
8-K/A
2024-06-06
For: 2024-06-05
View Original
Added on
April 09, 2026
About this 8-K/A
Applied Digital Corp filed this 8-K/A on June 6, 2024, reporting on events of June 5, 2024.
Items reported
- Item 8.01: Other events
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Explanatory Note: This Amendment No. 1 to the Current Report on Form 8-K filed by Applied Digital Corporation on June 5, 2024 is being filed to clarify a recent development with respect to the litigation discussed therein.
Item 8.01 Other Events.
Derivative Lawsuit; Applied Digital’s Motion to Dismiss Granted
As previously disclosed, on November 15, 2023, a lawsuit asserting derivative claims was filed in the District Court of Clark County, Nevada (the “Court”), on behalf of nominal defendant Applied Digital Corporation (the “Company”) against six members of our board of directors in a case captioned Robert Weich v. Wes Cummins, et. al., No. A-23-881629-B. The complaint asserted claims for breach of fiduciary duty, unjust enrichment, and corporate waste arising from statements made by the Company concerning its cryptocurrency mining business segment and a loan that the Company’s subsidiary, SAI Computing LLC, received from B. Riley Commercial Capital and B. Riley Securities, as well as the early repayment of that loan.
On February 27, 2024, the plaintiff filed an amended complaint asserting the same claim as the original complaint. On June 5, 2024, following a complete briefing and argument on the defendants’ motion to dismiss, the Court entered an order granting the defendants’ motion without prejudice and holding that the plaintiff failed to plead (1) demand futility as to each of plaintiff’s claims or (2) a claim for breach of fiduciary duty. The order dismissed all claims against all defendants, including the Company. The plaintiff has the ability to move for leave to file an amended complaint. If plaintiff does not file such a motion or the court denies it, the plaintiff will have 30 days after notice of entry of the order granting the motion to dismiss to file a notice of appeal.
SIGNATURE
Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Dated: | June 6, 2024 | By: | /s/ David Rench | |||||||||||
| Name: | David Rench | |||||||||||||
| Title: | Chief Financial Officer | |||||||||||||