0001144879FALSE00011448792022-08-012022-08-01
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
August 1, 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 |
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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 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. | |
On August 1, 2022, Applied Blockchain, Inc. (the “Company”) and Regina Ingel entered into an amendment (the “Ingel Amendment”) to the Employment Agreement dated as of November 1, 2021 between the Company and Ms. Ingel. Pursuant to the Ingel Amendment, Ms. Ingel’s title was changed to Chief Marketing Officer and her annual based salary was increased to $185,000 with the further provision that the base salary may be reviewed from time to time and increased based upon Ms. Ingel’s performance, without the need for a formal amendment to her agreement. The Ingel Amendment is effective as of August 1, 2022.
The foregoing description of the Ingel Amendment is qualified in its entirety by reference to the Ingel Amendment, which is filed herewith as Exhibit 10.1.
On August 1, 2022, the Company issued a press release, attached hereto as Exhibit 99.1 and incorporated by reference herein.
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| Item 9.01 | Financial Statements and Exhibits.
EXHIBIT INDEX |
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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: August 1, 2022
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| By: | /s/ David Rench |
| Name: | David Rench |
| Title: | Chief Financial Officer |
AMENDMENT TO
EXECUTIVE EMPLOYMENT CONTRACT
This Amendment to the Executive Employment Contract (“Agreement”) is made as of August 1, 2022 by and between Applied Blockchain, Inc. (the “Employer”) and Regina Ingel (the “Employee”).
WITNESSETH:
WHEREAS, the Employer and the Employee entered into an Executive Employment Contract on November 1, 2021 (the “Agreement”);
WHEREAS, the Employer and Employee desire to revise certain terms of the Agreement as discussed more fully in this Amendment (“Amendment”);
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and intending to be legally bound hereby, the parties hereby agree as follows:
1. All terms and conditions of the Agreement between the Employee and the Employer shall remain in full force and effect except as expressly modified herein, and there shall be no modification of such terms and conditions except as expressly made herein.
2. Paragraph 3 of the Agreement is hereby amended to change Employee’s title to be “Chief Marketing Officer.”
3. Paragraph 8 of the Agreement is hereby amended to change the amount of the base annual salary to $185,000 and to further provide that the Employer and Employee may from time to time during the Term of the Agreement, review and adjust (but not downward) the base salary based upon Employee's performance, without the need for a formal Amendment to this Agreement.
IN WITNESS WHEREOF, the parties have executed and delivered this Amendment to the Agreement as of the date first written above.
APPLIED BLOCKCHAIN, INC. REGINA INGEL
By:
Name:
Title:
Applied Blockchain Announces Appointment and Promotion of Regina Ingel as Chief Marketing Officer
-- Through Expanded Leadership Role, Ingel Will Lead the Company’s Marketing and Brand Strategy to Support Its Next Stage of Accelerated Growth –
DALLAS, TX – August 1, 2022 -- Applied Blockchain, Inc. (Nasdaq: APLD) ("Applied Blockchain" or the "Company") announced today the promotion of Regina Ingel from Executive Vice President of Operations to Chief Marketing Officer (“CMO”) effective August 1, 2022. Ingel had served as the Company’s Executive Vice President of Operations since April 2021. In her new role as CMO, Ingel will lead Applied Blockchain’s fully integrated marketing strategy to support the Company's next stage of accelerated growth and further market penetration, including corporate branding, community outreach, communications, marketing, investor relations, and social media engagement programing.
“Regina’s business development expertise and thorough grasp of Applied Blockchain’s strategic vision and key initiatives will only be more apparent and impactful as our CMO,” said Applied Blockchain Chairman and CEO, Wes Cummins. “Regina has been with our company essentially since its founding and has, like many of us, worn multiple hats through Applied Blockchain’s rapid growth. Today, I am pleased to officially appoint her to this position, which will provide an increased opportunity for her to make a larger impact at Applied Blockchain.”
Ingel joined Applied Blockchain shortly after its founding as Executive Vice President of Operations. Prior to Applied Blockchain, Ingel was a successful entrepreneur, leveraging her marketing expertise and scaling businesses for both startups and large corporations.
“Applied Blockchain is a disruptor on the forefront of the financial industry's digital transformation, with a dedication to a sustainable blockchain infrastructure, white-glove customer service, and industry-leading execution,” said Ingel. “I am thrilled to grow my role within the Company and look forward to accelerating our growth, leadership voice, community engagement and continuing to build our momentum within the blockchain industry.”
Earlier this month Applied Blockchain announced a five-year hosting contract with Marathon Digital Holdings, Inc. (Nasdaq: MARA) (“Marathon”) for 200-Megawatts (“MW”) of Bitcoin mining capacity. Partnering with Marathon, one of the largest Bitcoin miners in the industry, represents a significant step forward in Applied Blockchain’s growth trajectory.
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