0001144879FALSE00011448792022-06-062022-06-06
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
June 6, 2022
(Date of earliest event reported)
APPLIED BLOCKCHAIN, INC.
(Exact name of registrant as specified in its charter)
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| Nevada | 001-31968 | 95-4863690 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
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| 3811 Turtle Creek Blvd., | Suite 2100, | Dallas, | TX | 75219 |
| (Address of principal executive offices) | (Zip Code) |
214-427-1704
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
o Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock | APLD | Nasdaq Global Select Market |
Item 1.01 Entry into a Material Definitive Agreement
On June 6, 2022, Applied Blockchain, Inc. (the “Company”) entered into a letter agreement (the “Letter”) with Xsquared Holding Limited (“SparkPool”). The Letter relates to the Services Agreement dated March 19, 2021 by and among the Company, GMR Limited, SparkPool and Valuefinder (the “Agreement”), which provides that SparkPool provide certain services to the Company during the term thereof, and that the Company compensate SparkPool therefor with 7,440,148 shares (the “Shares”)[1] of the Company’s common stock, par value $0.001 per share (the “Common Stock”). Pursuant to the Letter, in light of the fact that SparkPool has ceased operations and is no longer in a position to provide services to the Company during the remainder of the term of the Agreement, SparkPool has forfeited and returned to the Company for cancellation 4,965,432 of the Shares.
A copy of the Letter is attached as Exhibit 10.1 hereto and incorporated herein by reference.
[1] Such number of shares reflects a 1-for-6 reverse split of the Common Stock effected on April 12, 2022. The original number of Shares issued was 44,640,889.
Item 9.01 Financial Statements and Exhibits
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| | EXHIBIT INDEX |
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| Exhibit No. | | Description |
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| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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 9, 2022
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| By: | /s/ David Rench |
| Name: | David Rench |
| Title: | Chief Financial Officer |
Applied Blockchain Announces 5% Reduction in Outstanding Common Shares
DALLAS, TX – June 8, 2022 -- Applied Blockchain, Inc. (Nasdaq: APLD) ("Applied Blockchain" or the "Company") today provided an update on the status of shares owned by Xsquared Holding Limited (“SparkPool”).
On March 19, 2021, Applied Blockchain entered a Services Agreement by and among the Company, GMR Limited, SparkPool and Valuefinder, which stipulates that SparkPool provide certain services to Applied Blockchain and that the Company compensate SparkPool with 7,440,148 shares of Applied Blockchain common stock (after giving effect to the one-for-six reverse stock split effected on April 12, 2022). The crackdown on cryptocurrency operations in China prompted SparkPool to cease their operations and services to the Company during the remainder of the term of the Agreement, and accordingly SparkPool has forfeited and returned to the Company for cancellation 4,965,432 shares of Applied Blockchain common stock.
“Since our initial agreement with SparkPool and others in March 2021, we have fully transitioned our business away from Ethereum mining to building and operating next-generation datacenters,” said Applied Blockchain Chairman and CEO Wes Cummins. “We are pleased to have reached this favorable resolution for our shareholders, reducing our outstanding shares by approximately 5%. It is important to note that this development has no impact on our previously communicated financial guidance or anticipated growth targets.”
About Applied Blockchain
Applied Blockchain, Inc. (Nasdaq: APLD) is a builder and operator of next-generation data centers across North America, which provide substantial compute power to blockchain infrastructure and support Bitcoin mining. The Company has partnered with some of the most recognized names in the industry to develop, deploy, and scale its business. Find more information at www.appliedblockchaininc.com. Follow us on Twitter at @APLDBlockchain.
Investor Relations Contacts
Matt Glover or Jeff Grampp, CFA
Gateway Group, Inc.
(949) 574-3860
APLD@gatewayir.com
Media Contact
Catherine Adcock
Gateway Group, Inc.
(949) 574-3860
APLD@gatewayir.com
