6-K
Digi Power X Inc. (DGXX)
UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549
Form6-K
REPORT OF FOREIGN PRIVATE ISSUERPURSUANT TO RULE 13a-16 OR 15d-16UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of May 2025
Commission File Number: 001-40527
DIGI POWER X INC.(Translation of registrant’s name into English)
110 Yonge Street, Suite 1601, Toronto, OntarioM5C 1T4(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
DOCUMENTS INCLUDED AS PART OF THIS FORM 6-K
On May 15, 2025, the Registrant filed with the Canadian Securities Regulatory Authorities on the System for Electronic Data Analysis and Retrieval + a material change report that included a copy of a press release, a copy of which is attached hereto as Exhibit 99.1.
See “Exhibits” below.
Exhibits
| ExhibitNumber | Description |
|---|---|
| 99.1 | Material Change Report dated May 15, 2025 |
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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, thereunto duly authorized.
| DIGI POWER X INC | |||
|---|---|---|---|
| By: | /s/ Michel Amar | ||
| Name: | Michel Amar | ||
| Title: | Chief Executive Officer | ||
| Date: May 15, 2025 |
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Exhibit99.1
FORM51-102F3
MATERIALCHANGE REPORT
Item 1Name and Address of Company
Digi Power X Inc.
218 NW 24th Street, 2nd Floor
Miami, Florida, 33127
Item2 Date of Material Change
May 15, 2025
Item3 News Release
The press release attached as Schedule “A” was released on May 15, 2025 through an approved Canadian newswire service.
Item4 Summary of Material Change
The material change is described in the press release attached as Schedule “A”.
Item5 Full Description of Material Change
The material change is described in the press release attached as Schedule “A”.
Item 6Reliance of subsection 7.1(2) of National Instrument 51-102
Not applicable.
Item 7Omitted Information
Not applicable.
Item 8Executive Officer
Inquiries in respect of the material change referred to herein may be made to:
Michel Amar, Chief Executive Officer
T: 1-818-280-9758
E: michel@digihostblockchain.com
Item 9Date of Report
May 15, 2025
SCHEDULE“A”
DIGI POWER X REPORTS 65% INCREASE IN Q1 2025 REVENUEOVER PRIOR QUARTER WITH NO LONG-TERM DEBT
Miami,FL – May 15, 2025 – Digi Power X Inc. (“Digi Power X” or the “Company”) (Nasdaq: DGXX / TSXV: DGX), a vertically integrated power infrastructure company focused on developing cutting-edge data centers for high-performance computing, is pleased to provide a summary of the Company’s unaudited financial results for the three-month period ended March 31, 2025 (all amounts in U.S. dollars, unless otherwise indicated), and a 2025 year-to-date update on operations. The Company’s unaudited consolidated financial statements and management’s discussion and analysis (“MD&A”) for the three-month period ended March 31, 2025, have been filed and made accessible under the Company’s continuous disclosure profile on SEDAR+ at www.sedarplus.ca and are also available on the SEC’s EDGAR website at www.sec.gov/edgar.
Highlightsfor Q1 2025 are as follows:
| ● | Revenue<br> of $9.3 million, up 65% as compared to the fourth quarter of 2024, as the Company continued<br> to diversify its revenue verticals through its colocation agreements and the sale of energy; |
|---|---|
| ● | Digi<br> Power X’s colocation vertical grew by 256% to $5.1 million (Q4 2024: $1.4 million); |
| --- | --- |
| ● | The<br> Company’s sale of energy vertical increased by 155% to $3.4 million (Q4 2024: $1.3<br> million); |
| --- | --- |
| ● | Positive<br> EBITDA* of $0.5 million, marking a return to operational profitability as compared to the<br> fourth quarter of 2024; |
| --- | --- |
| ● | Net<br> loss narrowed to ($1.7 million), a 63% improvement compared to ($4.6 million) in Q4 2024; |
| --- | --- |
| ● | Digital<br> assets increased by 51% from Q1 2024 to $4.4 million; |
| --- | --- |
| ● | First<br> quarter 2025 capital expenditures and energy deposits totaled $3.8 million, focused on Tier<br> 3 data center development and infrastructure. |
| --- | --- |
| ● | No<br> long-term debt. |
| --- | --- |
Michel Amar, Chairman and CEO, stated:
“With $9.3 million in quarterly revenue, positive EBITDA, nearly $10 million in liquidity, and zero long-term debt, Digi Power X is executing from a position of strength. Our strategically optimized approach—owning our sites, developing Tier 3 modular AI facilities, and collaborating with global leaders—sets the stage for long-term growth and operational excellence.”
SignificantInfrastructure Development
Digi Power X owns 100% of the sites where it operates and develops, providing long-term control over all its core assets. The Company is actively building a bespoke vertical Tier 3 AI data center solution, purpose-engineered for next-generation NVIDIA B200 and GB200 workloads.
The infrastructure is being developed in collaboration with a world leader in AI data center logistics, combining advanced GPU architecture with high-efficiency cooling, dual power path redundancy, and density-optimized layouts. These designs position the Company to deliver scalable, energy-optimized AI infrastructure to enterprise and institutional customers.
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To support this initiative, US Data Centers Inc., a wholly owned subsidiary of Digi Power X, is dedicated to developing the Company’s AI modular data center platform, enabling rapid deployment and vertical integration of Tier 3-compliant AI environments across North America**.**
Outlook
The total value of coins mined at the Company’s facilities between self-mining and colocation agreements, coupled with the sale of energy, represented an approximate value of $12.1 million in the first quarter of 2025. Assuming Bitcoin prices remain at current levels or rise further, the Company expects that its revenues will continue to grow in 2025, supported by rising demand for AI compute infrastructure, disciplined capital deployment, and the Company’s proprietary Tier 3 modular data center strategy. Digi Power X anticipates bringing additional power online during 2025. The Company is actively pivoting into Tier 3 AI data centers through the creation of its U.S. Data Center subsidiary, a move expected to provide its shareholders with value through 2025 and into 2026.
AboutDigi Power X
Digi Power X is an innovative energy infrastructure company that is developing cutting-edge data centers to drive the expansion of sustainable energy assets.
For further information, please contact:
Michel Amar, Chief Executive Officer
Digi Power X Inc.
www.digipowerx.com
Digi Power X Investor Relations
T: 888-474-9222
Email: IR@digihostpower.com
CautionaryStatement
Tradingin the securities of the Company should be considered highly speculative. No stock exchange, securities commission or other regulatoryauthority has approved or disapproved the information contained herein. Neither the TSX Venture Exchange nor its Regulation ServicesProvider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy ofthis release.
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Forward-LookingStatements
Exceptfor the statements of historical fact, this news release contains “forward-looking information” and “forward-lookingstatements” (collectively, “forward-looking information”) that are based on expectations, estimates and projectionsas at the date of this news release and are covered by safe harbors under Canadian and United States securities laws. Forward-lookinginformation in this news release includes information about potential further improvements to profitability and efficiency across miningand data center operations, including, as a result of the Company’s expansion efforts, potential for the Company’s long-termgrowth and clean energy strategy, and the business goals and objectives of the Company. Factors that could cause actual results to differmaterially from those described in such forward-looking information include, but are not limited to: future capital needs and uncertaintyof additional financing; share dilution resulting from equity issuances; risks relating to the strategy of maintaining and increasingBitcoin holdings and the impact of depreciating Bitcoin prices on working capital; effects on Bitcoin prices as a result of the mostrecent Bitcoin halving; development of additional facilities and installation of infrastructure to expand operations may not be completedon the timelines anticipated by the Company, or at all; ability to access additional power from the local power grid and realize thepotential of the clean energy strategy on terms which are economic or at all; a decrease in cryptocurrency pricing, volume of transactionactivity or generally, the profitability of cryptocurrency mining; further improvements to profitability and efficiency may not be realized;development of additional facilities to expand operations may not be completed on the timelines anticipated by the Company; ability toaccess additional power from the local power grid; an increase in natural gas prices may negatively affect the profitability of the Company’spower plant; the digital currency market; the Company’s ability to successfully mine digital currency on the cloud; the Companymay not be able to profitably liquidate its current digital currency inventory, or at all; a decline in digital currency prices may havea significant negative impact on the Company’s operations; the volatility of digital currency prices; and other related risks asmore fully set out in the Annual Information Form of the Company and other documents disclosed under the Company’s filings at www.sedarplus.caand the Company’s Annual Report filed on www.SEC.gov/EDGAR. The forward-looking information in this news release reflects the current expectations, assumptionsand/or beliefs of the Company based on information currently available to the Company. In connection with the forward-looking informationcontained in this news release, the Company has made assumptions about: the current profitability in mining cryptocurrency (includingpricing and volume of current transaction activity); profitable use of the Company’s assets going forward, including the redevelopmentof its facilities to enable the Company to utilize its existing power capacity to serve the HPC and AI industries; the Company’sability to profitably pursue its data center development strategy on a timely basis or at all; the Company’s ability to profitablyliquidate its digital currency inventory as required; historical prices of digital currencies and the ability of the Company to minedigital currencies on the cloud will be consistent with historical prices; the ability to maintain reliable and economical sources ofpower to run its cryptocurrency mining assets; the negative impact of regulatory changes in the energy regimes in the jurisdictions inwhich the Company operates; and there will be no regulation or law that will prevent the Company from operating its business. The Companyhas also assumed that no significant events occur outside of the Company’s normal course of business. Although the Company believes thatthe assumptions inherent in the forward-looking information are reasonable, forward-looking information is not a guarantee of futureperformance and accordingly undue reliance should not be put on such information due to the inherent uncertainties therein. The Companyundertakes no obligation to revise or update any forward-looking information other than as required by law.
* EBITDA– NON-IFRS MEASURE
EBITDA is a non-IFRS financial measure and should be read in conjunction with, and should not be viewed as an alternative to or replacement of, measures of operating results and liquidity presented in accordance with IFRS. Readers are referred to the reconciliations of non-IFRS measures included in the Company’s MD&A and in the table below.
The following table provides a reconciliation of net income to EBITDA for the three-month periods ending March 31, 2025:
| Three months ended | |||
|---|---|---|---|
| 2025 | 2024 | ||
| Income (loss) before other items | ) | ||
| Taxes and Interest | ) | ||
| Depreciation | |||
| EBITDA |
All values are in US Dollars.
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