Form 8-K

8-K — ChronoScale Corp

Accession: 0001493152-26-030318

Filed: 2026-06-26

Period: 2026-06-26

CIK: 0001549084

SIC: 3569 (GENERAL INDUSTRIAL MACHINERY & EQUIPMENT, NEC)

Item: Entry into a Material Definitive Agreement

Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-4.1 (ex4-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: form8-k.htm · Sequence: 1

false

0001549084

2026-06-26

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON,

D.C. 20549

FORM

8-K

CURRENT

REPORT

PURSUANT

TO SECTION 13 OR 15(d)

THE SECURITIES EXCHANGE ACT OF 1934

Date

of Report (Date of earliest event reported): June 26, 2026

CHRONOSCALE

CORPORATION

(Exact

name of registrant as specified in its charter)

Nevada

001-37854

99-0367049

(State or other jurisdiction

(Commission

(IRS Employer

of Incorporation)

File Number)

Identification Number)

3811

Turtle Creek Blvd. Suite 2100

Dallas,

Texas

75219

(Address of registrant’s

principal executive office)

(Zip code)

214-427-1704

(Registrant’s

telephone number, including area code)

N/A

(Former

name or former address, if changed since last report)

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):

☐

Written communications

pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant

to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications

pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications

pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title of

each class

Trading symbol(s)

Name of each

exchange on which registered

Common Stock, par value

$0.001 per share

CHRN

Nasdaq Capital Market

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).

Emerging

growth company ☐

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. ☐

Item

1.01 Entry into a Material Definitive Agreement.

June 26, 2026 (the “Effective Date”), ChronoScale Corporation, a Nevada corporation (the “Company”), entered

into an unsecured Demand Grid Promissory Note (the “Note”) with Applied Digital Corporation, a Nevada corporation

(the “Lender”), pursuant to which the Lender made a line of credit available to the Company in the maximum

principal amount of $100,000,000 minus the dollar value of any credit support provided by the Lender or its affiliates to the

Company and its affiliates. The Company plans to use the proceeds of any borrowings under the Note

for working capital and general corporate purposes. To date, there have been no advances under the Note.

The principal amount of the Note will

be adjusted from time to time to reflect the amounts of any advances made to the Company by the Lender and/or any payments made to the

Lender by the Company prior to the Lender’s demand for payment in full of all amounts outstanding. Interest is payable on the unpaid

principal amount of the Note at a rate equal to the short-term Applicable Federal Rate (as defined in Section 1274(d) of the Internal

Revenue Code of 1986, as amended), compounded semiannually. The Company may prepay all or any portion of the Note, together with any

accrued but unpaid interest thereon, at any time without penalty or premium. The Note is not convertible into shares of common stock,

par value $0.001 per share, of the Company (the “Common Stock”).

previously disclosed, APLD Intermediate HoldCo LLC, a Delaware limited liability company (“APLD Intermediate”) is a

wholly-owned subsidiary of the Lender. APLD ChronoScale HoldCo LLC, a Delaware limited liability company (the “Contributor”) is a wholly-owned subsidiary of APLD Intermediate. The Lender and the Contributor hold an aggregate of

approximately 96% of the outstanding shares of Common Stock of the Company. Wes Cummins, Ella Benson, Douglas Miller and

Richard Nottenburg each serve on the board of directors of the Company (the “Company Board”) and on the board of

directors of the Lender (the “Lender Board”). Mr. Cummins also serves as the

Chief Executive Officer of the Lender and is the Chairman of the Lender Board. The

execution, delivery and performance of the Note were approved by the Related Party Committee of the Company Board, as well as the

Related Party Committee of the Lender Board, each in accordance with the Related Party Policies of the Company and the

Lender.

The

foregoing description of the Note is qualified in its entirety by reference to the full text of the Note, a copy of which is attached

to this report as Exhibit 4.1 and is incorporated herein by reference.

Item

2.03 Creation of Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

Reference

is made to the disclosure set forth under Item 1.01 above, which disclosure is incorporated herein by reference.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit

Description

4.1

Demand Grid Note, dated June 26, 2026 by and between Applied Digital Corporation and ChronoScale Corporation.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned hereunto duly authorized.

Dated:

June 26, 2026

CHRONOSCALE CORPORATION

By:

/s/

Jerome Wong

Name:

Jerome

Wong

Title:

Chief

Financial Officer

EX-4.1

Filename: ex4-1.htm · Sequence: 2

Exhibit

4.1

DEMAND

GRID PROMISSORY NOTE

June

26, 2026

(the

“Effective Date”)

FOR

VALUE RECEIVED, the undersigned, ChronoScale Corporation (NASDAQ: CHRN) (the “Borrower”), hereby unconditionally promises

to pay to the order of Applied Digital Corporation, a Nevada corporation (the “Lender”) the principal amount of each

advance (each, an “Advance” and collectively, the “Advances”) outstanding hereunder, as evidenced

on the grid attached hereto as Schedule I, together with any accrued but unpaid interest thereon, within ten (10) days after demand

for payment by the Lender, all in accordance with the terms of this Demand Grid Promissory Note (as amended, restated, supplemented or

otherwise modified from time to time, this “Note”).

and after the Effective Date, at Lender’s option, Lender will make certain Advances to Borrower as soon as reasonably possible

after receipt from Borrower and acceptance by the Lender of a request therefore in form and substance reasonably acceptable to Lender.

Lender is hereby authorized by Borrower to enter and record on Schedule I attached hereto the amount of each additional Advance

made under this Note and each payment of principal of any Advance without any further authorization on the part of Borrower or any endorser

of this Note. Advances that are made pursuant to the terms hereof that are repaid in accordance with the terms set forth herein may be

re-borrowed. The aggregate amount of all Advances outstanding hereunder shall not exceed an amount equal to (i) ONE HUNDRED MILLION DOLLARS

($100,000,000.00) minus (ii) (A) the dollar value of all liabilities of the Borrower or any of Borrower’s affiliates guaranteed

or otherwise supported by Lender or any of Lender’s affiliates and (B) a reserve amount determined, from time to time, by Lender,

in its sole and absolute discretion.

no event shall Lender be obligated to make any Advances pursuant to this Note.

This

Note shall bear interest on the unpaid principal balance hereof at a rate equal to the Applicable Rate, compounded semi-annually as of

the end of each six-calendar-month period (or portion thereof) ending June 30 or December 31, as the case may be (a “Semi-Annual

Period”), and computed on the basis of the actual number of days elapsed in such Semi-Annual Period (or portion thereof), until

the Lender shall, in its discretion, demand payment of the principal amount hereof and all accrued interest thereon. The “Applicable

Rate” with respect to any Semi-Annual Period (or portion thereof) during which this note is outstanding shall be the short-term

Applicable Federal Rate (as defined in Section 1274(d) of the Internal Revenue Code of 1986, as amended) in effect for the first month

of that Semi-Annual Period (i.e., January or July, as the case may be), compounded semiannually.

Amounts

payable on this Note shall be payable ON DEMAND upon the written request of the Lender. All payments of principal and interest on this

Note are payable in lawful money of the United States of America to the Lender at the address set forth below.

The

Borrower shall have the right to prepay all or any portion of the indebtedness evidenced by this Note at any time, or from time to time,

without notice, premium or penalty.

The

Borrower agrees that the Lender shall have the right to demand payment in full of the unpaid balance of principal and interest under

this Note at any time by written notice to Borrower. Upon such a demand for repayment, the principal amount of the outstanding principal

on this Note together with interest accrued thereon to the date of repayment shall immediately become due and payable.

Nothing

contained in this Note shall be deemed to establish or require the payment of a rate of interest in excess of the maximum rate permitted

by applicable law. In the event that the rate of interest required to be paid on this Note exceeds the maximum rate permitted by applicable

law, the rate of interest required to be paid on this Note shall automatically be reduced to the maximum rate permitted by such applicable

law.

This

Note is absolutely and unconditionally payable by the Borrower and is without any right of setoff which the Borrower now has, or may

later acquire, with respect to any claim against the Lender.

The

holder of this Note shall not, by any act, delay, omission or otherwise, be deemed to have waived any of its rights and/or remedies hereunder,

and no waiver whatsoever shall be valid unless in writing, signed by the holder hereof, and then only to the extent therein set forth.

A waiver by the holder of any right or remedy hereunder on any one occasion shall not be construed as a bar to or waiver of any right

and/or remedy which the holder would otherwise have on any future occasion. All rights and remedies of the holder shall be cumulative

and may be exercised singly or concurrently.

Presentment

for payment, protest, notice of dishonor, notice of protest and all other notices in connection with the delivery, performance and enforcement

of this Note are hereby waived by the Borrower.

The

Borrower shall promptly pay and reimburse all costs and expenses which the holder of this Note may incur in connection with the enforcement

of this Note and the collection of all amounts due under this Note, including in such costs and expenses reasonable attorney’s

fees and disbursements.

This

Note shall be governed by and construed in accordance with the laws of the State of Delaware without regard to principles of conflict

of laws.

This

Note may be executed in counterparts, each of which when so executed shall be deemed an original, but both of which when so executed

shall be one and the same instrument.

WITNESS WHEREOF, the undersigned parties have executed this Note as of the date first written above.

BORROWER

CHRONOSCALE CORPORATION

By:

/s/ Jerome Wong

Name:

Jerome Wong

Title:

Chief Financial Officer

ACKNOWLEDGED

AND AGREED TO:

LENDER

APPLIED

DIGITAL CORPORATION

By:

/s/ Saidal

Mohmand

Name:

Saidal Mohmand

Title:

Chief Financial Officer

SCHEDULE

Date

of Advance

Amount

of Advance

Date

of Payment

Amount

of Payment

Total

Principal Outstanding

Effective

Date

$[__]

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 7

v3.26.1

Cover

Jun. 26, 2026

Cover [Abstract]

Document Type

8-K

Amendment Flag

false

Document Period End Date

Jun. 26, 2026

Entity File Number

001-37854

Entity Registrant Name

CHRONOSCALE

CORPORATION

Entity Central Index Key

0001549084

Entity Tax Identification Number

99-0367049

Entity Incorporation, State or Country Code

Entity Address, Address Line One

3811

Turtle Creek Blvd. Suite 2100

Entity Address, City or Town

Dallas

Entity Address, State or Province

Entity Address, Postal Zip Code

75219

City Area Code

214

Local Phone Number

427-1704

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Title of 12(b) Security

Common Stock, par value

$0.001 per share

Trading Symbol

CHRN

Security Exchange Name

NASDAQ

Entity Emerging Growth Company

false

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Cover page.

+ References

No definition available.

+ Details

Name:

dei_CoverAbstract

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration