Unregistered Sales of Equity Securities and Use of Proceeds
−Removed: On April 12, 2022, the SEC declared effective the Company’s IPO Registration Statement (Reg.
−Removed: The offering under the IPO Registration Statement commenced on April 12, 2022 and was consummated on April 18, 2022 with the sale of 8,000,000 newly-issued shares of Common Stock at a price of $5.00 per share, constituting the total aggregate amount registered.
−Removed: Riley Securities, Inc.
−Removed: and Needham & Company acted as book-running managers, Craig-Hallum and D.A.
−Removed: Davidson & Co.
−Removed: acted as lead managers, and Lake Street and Northland Capital Markets acted as co-managers for the offering.
−Removed: In connection with the offering, the Company granted the underwriters a 30-day option to purchase up to an additional 1,200,000 shares of common stock at the public offering price, less underwriting discounts and commission, although such option was not exercised.
−Removed: Through the date of this Quarterly Report on Form 10-Q, estimated total expenses of the offering were approximately $4 million, consisting of $2.8 million in underwriting discounts and commissions, approximately $400 thousand in expenses paid to the underwriters, and approximately $800 thousand in other expenses including legal, auditor, listing, and other expenses.
−Removed: No such payments were made to officers directors or associates of the Company except that, with respect to underwriting discounts and commissions and expenses to the underwriters, (a) Wes Cummins, the Company’s CEO and Chairman, sold, in 2021, a majority interest in 272 Capital LP, a registered investment adviser controlled by him, to B.
−Removed: Riley Financial, Inc., an affiliate of B.
−Removed: Riley Securities, Inc., (b) Wes Cummins is the CEO and President of B.
−Removed: Riley Capital Management, LLC, an affiliate of B.
−Removed: Riley Securities, Inc., (c) Chuck Hastings, CEO of B.
−Removed: Riley Wealth Management, Inc., serves on the Company’s board of directors, and (d) Virginia Moore, a member of the Company’s Board of Directors, is the spouse of the CEO of B.
−Removed: Riley Securities, Inc.
−Removed: The net offering proceeds to the Company after deducting the expenses described herein were approximately $36 million.
−Removed: None of the proceeds were received by the Company during the quarter ended February 28, 2022.
−Removed: Defaults Upon Senior Securities
−Removed: Not applicable.
−Removed: Mine Safety Disclosures
−Removed: Not applicable.
+Added: On June 6, 2022, through an agreement between the Company and Sparkpool, Sparkpool agreed to forfeit to the Company shares of Common Stock that had been issued pursuant to the service agreement executed on March 19, 2021.
+Added: Sparkpool ceased providing the contracted services for the Company, and agreed to forfeit shares to compensate for future services that will not be rendered.
+Added: As a result of this agreement, 4,965,432 shares of Common Stock were forfeited and canceled by the Company.
+Added: EXHIBIT INDEX
+Added: Exhibit Number
+Added: Description of Document
+Added: 3.1 Second Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the Compan y ’ s Annual Report on Form 10-K filed with the SEC on August 29, 2022)
+Added: 3.2 Amended and Restated Bylaws, as amended from time to time (Incorporated by reference to Exhibit 3.2 to the Company’s Form S-1 (Registration No.
+Added: 333-258818), filed with the SEC on August 13, 2021)
+Added: 10.1 Letter between Applied Blockchain, Inc.
+Added: and Xsquared Holding Limited dated June 6, 2022 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 8, 2022)
+Added: 10.2 Loan Agreement, dated as of July 25, 2022, by and among APLD Hosting, LLC, Starion Bank, and Applied Blockchain, Inc.
+Added: as Guarantor (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 12, 2022)
+Added: 10.3 Security Agreement, dated as of July 25, 2022, by and between APLD Hosting, LLC and Starion Bank (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on August 12, 2022)
+Added: 10.4 Security Agreement, dated as of July 25, 2022, by and among APLD Hosting, LLC, Applied Blockchain, Inc.
+Added: as Grantor, and Starion Bank (incorporated by reference to Exhibit 10.
+Added: 3 to the Company’s Current Report on Form 8-K filed with the SEC on August 12, 2022)
+Added: 10.5 Unlimited Commercial Corporate Guaranty of Applied Blockchain, Inc.
+Added: dated as of July 25, 2022 ( incorporated by reference to Exhibit 10.
+Added: 4 to the Company’s Current Report on Form 8-K filed with the SEC on August 12, 2022)
+Added: 10.6* Hosting Agreement, dated as of July 12, 2022, by and between Marathon Digital Holdings, Inc.
+Added: and Applied Blockchain, Inc.
+Added: 31.1* Chief Executive O fficer’s Certificate Pursuant to 15 U.S.C.
+Added: Section 7241, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
+Added: Chief Financial Officer’s Certificate Pursuant to 15 U.S.C.
+Added: Section 7241, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
+Added: Certification of Chief Executive Officer Pursuant to 18 U.S.C.
+Added: Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
+Added: Certification of Chief Financial Officer Pursuant to 18 U.S.C.
+Added: Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
+Added: Inline XBRL Instance Document.
+Added: Inline XBRL Taxonomy Extension Schema Document.
+Added: Inline XBRL Taxonomy Extension Calculation Linkbase Document.
+Added: Inline XBRL Taxonomy Extension Definition Linkbase Document.
+Added: Inline XBRL Taxonomy Extension Label Linkbase Document.
+Added: Inline XBRL Taxonomy Extension Presentation Linkbase Document.
+Added: Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
+Added: * Filed herewith.
+Added: ** Furnished herewith.
+Added: 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.
+Added: APPLIED BLOCKCHAIN, INC.
+Added: October 12, 2022
+Added: /s/ Wesley Cummins
+Added: Wesley Cummins Chief Executive Officer and Chairman of the Board of Directors (Principal Executive Officer)
+Added: October 12, 2022
+Added: /s/ David Rench
+Added: David Rench Chief Financial Officer (Principal Financial Officer)
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.