Common stock issuance cap for Series E Preferred Stock redemptions
Company: Applied Digital
The claim, verbatim
Shares of Common Stock issuable to Series E Preferred Stock holders for redemption shall not exceed 19.99% of outstanding Common Stock without shareholder approval, per Nasdaq Rule 5635(d)
Source (primary)
Applied Digital 8-K filed 2024-05-17 (SEC EDGAR, sec_filing)
View cached copy (2026-08-31)Live source ↗
Quote: “if required by Rule 5635(d) of the Nasdaq Stock Market, the number of shares of Common Stock issuable to holders of Series E Preferred Stock for redemption shall not exceed 19.99% of the outstanding shares of Common Stock without the approval of the Company's shareholders”
How we checked this
Checked on September 18, 2026. The cited source supports every part of this claim.
The Certificate of Amendment sets a 19.99% cap on common shares issued for Series E redemptions absent shareholder approval, tied to Nasdaq Rule 5635(d). The filing frames the cap as applying if that rule requires it.
Confirmed in the source:
- Common Stock issuable to Series E holders for redemption may not exceed 19.99% of outstanding Common Stock without shareholder approval
- The cap is tied to Nasdaq Rule 5635(d)
What we did: Read our cached copy of SEC EDGAR (https://www.sec.gov/Archives/edgar/data/1144879/000114487924000133/apld-20240516.htm) in full (9,975 characters, retrieved August 31, 2026) and checked each assertion in the claim against it.
Additional evidence
confirms Applied Digital 8-K filed 2024-05-17
Quote: “if required by Rule 5635(d) of the Nasdaq Stock Market, the number of shares of Common Stock issuable to holders of Series E Preferred Stock for redemption shall not exceed 19.99% of the outstanding shares of Common Stock without the approval of the Company's shareholders”