Board designation rights at ChronoScale
Company: Applied Digital
What the later record shows
Delivered on time · happened May 5, 2026
An Investor Rights Agreement dated May 5, 2026 is listed as an exhibit. The proxy also confirms that the four named designees serve on ChronoScale's board.
“Investor Rights Agreement, by and between ChronoScale Corporation and APLD ChronoScale HoldCo LLC, dated May 5, 2026”
2026-07-29 · View 10-K View cached copy (2026-09-01)Live source ↗Archive.org ↗
“Messrs. Cummins, Nottenburg and Miller, and Ms. Benson, directors and officers of the Company, serve on the ChronoScale board of directors.”
2026-09-25 · View PDF View cached copy (2026-09-26)Live source ↗Archive.org ↗
Checked October 9, 2026 against filings, releases and reporting published after the claim was made. Quotes are verbatim from the linked documents.
The claim, verbatim
Applied Digital has the right to designate four of seven directors on ChronoScale's Board of Directors, including the Chairman. Initial designees are Wes Cummins (Chairman), Ella Benson, Douglas Miller, and Richard Nottenburg. Designation rights scale with ownership: 4 directors for ≥50% ownership, 3 for ≥25%, 2 for 10-25%, and 1 for <10%.
Source (primary)
Applied Digital 8-K filed 2026-05-05 (SEC EDGAR, sec_filing)
View cached copy (2026-08-30)Live source ↗
Quote: “the APLD Designator (as defined therein) has the right to designate four (4) of the seven (7) directors on ChronoScale's Board of Directors (the "Board"), including the Chairman... The initial APLD Designees are Wes Cummins (Chairman), Ella Benson, Douglas Miller and Richard Nottenburg... (i) for so long as the APLD Investors (as defined therein) beneficially own at least 50% of the aggregate outstanding voting securities of ChronoScale, the APLD Designator may designate four (4) directors, (ii) if the APLD Investors beneficially own at least 25%... may designate three (3) directors; (iii) if the APLD Investors beneficially own at least 10% (but less than 25%)... may designate two (2) directors; and (iv) if the APLD Investors beneficially own less than 10%... may designate one (1) director.”
How we checked this
Checked on October 10, 2026. The cited source supports every part of this claim.
The filing sets out the four-of-seven designation right, the initial designees, and the ownership tiers. The right formally belongs to the 'APLD Designator' under an agreement between Applied Digital's subsidiary and ChronoScale.
Confirmed in the source:
- Under the Investor Rights Agreement with Applied Digital's subsidiary, the APLD Designator may designate four of ChronoScale's seven directors, including the Chairman
- The initial designees are Wes Cummins (Chairman), Ella Benson, Douglas Miller and Richard Nottenburg
- The APLD Designator may designate four directors while the APLD Investors own at least 50% of voting securities
- The APLD Designator may designate three directors at 25% or more ownership
- The APLD Designator may designate two directors at 10% to under 25% ownership
- The APLD Designator may designate one director at under 10% ownership
What we did: Read our cached copy of SEC EDGAR (https://www.sec.gov/Archives/edgar/data/1144879/000149315226021333/form8-k.htm) in full (26,576 characters, retrieved August 30, 2026) and checked each assertion in the claim against it.
Additional evidence
confirms Applied Digital 8-K filed 2026-05-05
Quote: “the APLD Designator (as defined therein) has the right to designate four (4) of the seven (7) directors on ChronoScale's Board of Directors (the "Board"), including the Chairman... The initial APLD Designees are Wes Cummins (Chairman), Ella Benson, Douglas Miller and Richard Nottenburg... (i) for so long as the APLD Investors (as defined therein) beneficially own at least 50% of the aggregate outstanding voting securities of ChronoScale, the APLD Designator may designate four (4) directors, (ii) if the APLD Investors beneficially own at least 25%... may designate three (3) directors; (iii) if the APLD Investors beneficially own at least 10% (but less than 25%)... may designate two (2) directors; and (iv) if the APLD Investors beneficially own less than 10%... may designate one (1) director.”
confirms View 10-K
Quote: “Investor Rights Agreement, by and between ChronoScale Corporation and APLD ChronoScale HoldCo LLC, dated May 5, 2026”
confirms View PDF
Quote: “Messrs. Cummins, Nottenburg and Miller, and Ms. Benson, directors and officers of the Company, serve on the ChronoScale board of directors.”