Applied Digital Corporation announced that it has entered into a private financing agreement with a single investor in which it has issued unsecured convertible debenture for the gross proceeds of $42,131,579 on May 24, 2024. The convertible debenture bears no interest, has an original issue discount of 5% and has a term of 54 weeks. The conversion price for the note is the lower $8 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.

Below $8, the Investor is limited to converting no more than $16 million per month in the aggregate across all convertible debentures held by the Investor, which is roughly five percent of the previous thirty days value traded or less than two days of liquidity. The securities described above have not been registered under the Securities Act of 1933, as amended.