Applied Blockchain Inc (APLD)

[KingsKnight]

Big Chips..
B. Riley might have to pull out the price support card as well.
They are not rookies for sure, but they surely want the share structure to align a certain way. A PR/News doesn't do that, it may get the price to $4. But, if this is going to NAS, they don't want the present Share Structure there. next week's trading should be interesting. The volume here off the S1 was more than it's seen in a bit. JMHO.

Chips428 Friday, 01/28/22 09:06:54 PM
Re: KingsKnight post# 2028
A capital raise will get this over 4 bucks ASAP. IMO there will be no R/S. Get some news /PR out there.
Wes and this crew aren’t rookies

>>Some Nuggs From the S1<<
As a result, affiliates of associated persons of B. Riley will own in excess of 10% of our issued and outstanding common stock.
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Stabilization
Until the distribution of the securities offered by this prospectus is completed, rules of the SEC may limit the ability of the underwriters to bid for and to purchase our common stock. As an exception to these rules, the underwriters may engage in transactions effected in accordance with Regulation M under the Exchange Act that are intended to stabilize, maintain or otherwise affect the price of our common stock.

These stabilizing transactions, covering transactions and penalty bids may have the effect of raising or maintaining the market price of our common stock or preventing or retarding a decline in the market price of our common stock. As a result, the price of our common stock may be higher than the price that might otherwise exist in the open market.
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Prior to the offering, there has been only a limited public market for our common stock. The public offering price will be negotiated between the Company and the representative. Among the factors to be considered in determining the public offering price of the common stock, in addition to prevailing market conditions, will be the Company’s historical performance, estimates of the business potential and earnings prospects of the Company, an assessment of the Company’s management and the consideration of the above factors in relation to market valuation of companies in related businesses.
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As of January 19, 2022, there were approximately 131 holders of record of our common stock.
As of January 19, 2022, there were approximately 50 holders of record of our Series C Preferred Stock and 97 holders of record of our Series D Preferred stock
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Lock-up Agreements
We, each of our directors and executive officers following this offering, and our 5% and greater stockholders, have agreed, subject to certain limited exceptions, not to offer, pledge, sell, contract to sell, grant any option to purchase, or otherwise dispose of our common stock or any securities convertible into or exchangeable or exercisable for common stock, or to enter into any hedge or other arrangement or any transaction that transfers, directly or indirectly, the economic consequence of ownership of the shares of our common stock for a period of 180 days after the date of this prospectus, without the prior written consent of B. Riley Securities, Inc., as representative of the underwriters. See “Underwriting (Conflicts of Interest) —Lock-up Agreements.” The underwriters do not have any present intention or arrangement to release any shares of our common stock subject to lock-up agreements prior to the expiration of the 180-day lock-up period.
Additionally, in December 2021, the holders of a majority of each of our Series C Preferred Stock and our Series D Preferred Stock agreed to amend the applicable Registration Rights Agreements to prohibit, subject to certain limited exceptions, holders of Series C Preferred Stock or Series D Preferred Stock from offering, pledging, selling, contracting to sell, granting any option to purchase or otherwise disposing of our equity securities, including our common stock issuable up conversion of the Series C Preferred Stock and Series D Preferred Stock, or entering into any hedge or other arrangement or any transaction that transfers, directly or indirectly, the economic consequences of ownership of such common stock for a period ending at the latest 60 days after we and the underwriters enter into an underwriting agreement in connection with the offering contemplated in this prospectus.
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We currently have 1,283,978 shares of common stock outstanding that are unrestricted and may be readily sold by the various holders thereof. After effectiveness of our Resale Registration Statement which contractually must be declared effective prior effectiveness of the registration statement of which this prospectus forms a part, 35,761,201 will be freely transferable without restriction or further registration under the Securities Act, except for any shares purchased by our “affiliates,” as that term is defined in Rule 144 under the Securities Act. The remaining 53,479,569 shares of our common stock outstanding are “restricted shares” as defined in Rule 144. Restricted shares may be sold in the public market only if registered under the Securities Act or if they qualify for an exemption from registration under Rule 144.
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We will effect a one-for-six reverse stock split simultaneously with our listing on the Nasdaq Global Select Market pursuant to which holders of our issued and outstanding common stock immediately prior to listing our common stock on Nasdaq Global Select Market will have every six shares of common stock reclassified as one share of common stock. No fractional shares will be issued. We refer to this as the “Reverse Stock Split”.