6-K
Digi Power X Inc. (DGXX)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of March 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 March 31, 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. The inclusion of any website address herein, including in any exhibit attached hereto, is intended to be an inactive textual reference only and not an active hyperlink. The information contained in, or that can be accessed through, each such website is not part of this Form 6-K or incorporated herein.
See “Exhibits” below.
Exhibits
| ExhibitNumber | Description |
|---|---|
| 99.1 | Material Change Report dated March 31, 2025 |
1
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: March 31, 2025 |
2
Exhibit 99.1
FORM 51-102F3
MATERIAL CHANGE REPORT
Item 1 Name and Address of Company
Digi Power X Inc.
110 Yonge Street, Suite 1601
Toronto, ON M5C 1T4
Item 2 Date of Material Change
March 31, 2025
Item 3 News Release
The press release attached as Schedule “A” was released on March 31, 2025 through an approved Canadian newswire service.
Item 4 Summary of Material Change
The material change is described in the press release attached as Schedule “A”.
Item 5 Full Description of Material Change
The material change is described in the press release attached as Schedule “A”.
Item 6 Reliance of subsection 7.1(2) of National Instrument 51-102
Not applicable.
Item 7 Omitted Information
Not applicable.
Item 8 Executive 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 9 Date of Report
March 31, 2025
SCHEDULE“A”
DIGI POWER X REPORTS RECORD 2024 FINANCIAL RESULTSWITH 42% REVENUE GROWTH AND 228% EBITDA TURNAROUND
Miami,FL – March 31, 2025 – Digi Power X Inc. (“Digi Power X” or the “Company”) (Nasdaq: DGXX / TSXV: DGX), an innovative energy infrastructure company that develops cutting-edge data centers, is pleased to provide a summary of the Company’s audited financial results for the year ended December 31, 2024 (all amounts in U.S. dollars, unless otherwise indicated), and a 2025 year-to-date update on operations. The Company’s annual report on Form 20-F, which includes audited consolidated financial statements and management’s discussion and analysis (“MD&A”) for the year ended December 31, 2024, has been filed and made accessible under the Company’s continuous disclosure profile on SEDAR+ at www.sedarplus.ca and is also available on EDGAR at www.sec.gov/edgar.
Michel Amar, Chairman and CEO of Digi Power X, commented, “2024 marked a record-setting year for Digi Power X, with revenue rising 42% year-over-year to $37.0 million, driven by exponential growth in colocation services and the strategic diversification of revenue streams beyond digital currency mining. The Company also reported a remarkable 228% improvement in EBITDA, from a loss of $6.9 million in 2023 to a gain of $8.8 million in 2024, underscoring the operational strength and scalability of our business model. Going forward, we believe our ability to pivot toward high-margin, recurring colocation revenues, while leveraging our low-cost energy access and robust infrastructure, will help position the Company to be a rising leader in energy-backed digital infrastructure.”
Amar continued, “Looking ahead, Digi Power X is expanding its capabilities through the recent formation of U.S. Data Centers, a wholly owned subsidiary focused on the development of AI-ready Tier 3 data centers. This strategic move reflects the Company’s ambition to be a leader in the buildout of advanced computing capacity across the U.S., while further monetizing its energy assets.”
Highlights for Fiscal 2024 are as follows:
| ● | Revenue grew by 42% year-over-year to $37.0 million<br>as compared to $26.1 million in the prior year, as the Company continued to diversify its revenue verticals through various colocation<br>agreements; |
|---|---|
| ● | Digi Power X’s colocation vertical grew<br>by 829% to $15.79 million (2023: $1.68 million); |
| --- | --- |
| ● | The Company’s sale of energy vertical increased by 41% to $4.61 million (2023: $3.273 million); |
| --- | --- |
| ● | EBITDA* improved to $8.84 million in 2024 from<br>a loss of $6.92 million in 2023, a remarkable 228% turnaround, underscoring the strength of the business model and operational discipline; |
| --- | --- |
| ● | Digital assets increased by 450% from the prior<br>year to $4.53 million; |
| --- | --- |
| ● | Property, plant, and equipment totaled $21.72 million, reflecting continued<br>infrastructure investments including Capex spend of $3.8 million; |
| --- | --- |
| ● | Eliminated all long-term debt, including full repayment of secured loan facilities<br>and mortgage payables. |
| --- | --- |
2
| Year Ended | ||||||
|---|---|---|---|---|---|---|
| (U.S.$ in thousands except per share data) | December 31<br> <br>2024 | December 31<br> <br>2023 | ||||
| Revenue from digital currency mining | 10,319 | 18,128 | ||||
| Revenue from colocation services | 15,790 | 1,675 | ||||
| Revenue from sale of electricity | 6,283 | 3,037 | ||||
| Revenue from sale of energy | 4,611 | 3,272 | ||||
| Cost of sales | (32,712 | ) | (20,856 | ) | ||
| Depreciation and amortization | (15,638 | ) | (14,923 | ) | ||
| Gross profit (loss) | (11,347 | ) | (9,667 | ) | ||
| General and administrative and other expenses | (4,643 | ) | (5,396 | ) | ||
| Foreign exchange | 5,227 | (1,377 | ) | |||
| Gain on disposition of cryptocurrencies | 1,559 | 946 | ||||
| Change in FV of loan payable | (794 | ) | (311 | ) | ||
| Change in FV of promissory note receivable | 51 | 51 | ||||
| Other Income | 14 | 55 | ||||
| Change in fair value - Miner Lease Agreement | - | (268 | ) | |||
| Share based compensation | (1,749 | ) | (1,621 | ) | ||
| Gain on revaluation of digital currencies | 899 | 11 | ||||
| Impairment of goodwill and data miners | - | (1,364 | ) | |||
| Operating loss | (10,870 | ) | (17,321 | ) | ||
| Revaluation of warrant liabilities | 4,071 | (4,522 | ) | |||
| Net financial expenses | (23 | ) | (42 | ) | ||
| Net loss before income taxes | (6,798 | ) | (21,885 | ) | ||
| Deferred tax (expense) recovery | - | - | ||||
| Net income (loss) for the year | (6,798 | ) | (21,885 | ) | ||
| Foreign currency translation adjustment | (4,905 | ) | 1,263 | |||
| Revaluation of digital currency, net of tax | - | - | ||||
| Total comprehensive income (loss) for the year | (11,702 | ) | (20,622 | ) | ||
| Basic and diluted income (loss) per share | (0.22 | ) | (0.77 | ) | ||
| Weighted average number of subordinate voting shares outstanding – diluted | 30,704,548 | 28,573,101 |
* 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.
3
The following table provides a reconciliation of net income to EBITDA for the fiscal years ended December 31, 2024 and 2023.
| 2024 | 2023 | |||
|---|---|---|---|---|
| Twelve months ended December 31, | ||||
| Loss before other items | (6,797,718 | (21,885,410 | ||
| Taxes and Interest | (877 | 42,134 | ||
| Depreciation | 15,637,616 | 14,923,419 | ||
| EBITDA | 8,839,021 | (6,919,857 |
All values are in US Dollars.
The Company achieved significant milestones during 2024:
| ● | Signed a profit-sharing agreement with a strategic<br>partner. Under the executed agreement, the Corporation integrated 11,000 state-of-the-art S21 miners (200/TH) into its facilities, translating<br>to approximately 44 MW of hosting; |
|---|---|
| ● | The Company became the anchor subscriber to a<br>5 MW community solar project located in Grand Island, NY, just 15 miles from its East Delevan facility. This project will generate enough<br>clean electricity to power more than 2,500 homes annually, and the Company’s participation directly supports the development of<br>new renewable assets, adds clean energy to the grid, and reduces our overall electricity costs; |
| --- | --- |
| ● | Expanded its revenue streams by entering into<br>new colocation agreements, as approximately 72% of the Company’s 2024 revenues were for services outside of digital currency mining<br>as compared to 31% in 2023; and |
| --- | --- |
| ● | Repaid in full a secured loan facility and mortgage payable. |
| --- | --- |
Outlook
Assuming Bitcoin prices remain at current levels or rise further, the Company expects that its revenues will continue to grow in 2025. 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 generate significant shareholder value through 2025 and into 2026.
About Digi 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
Cautionary Statement
Trading in the securities of theCompany should be considered highly speculative. No stock exchange, securities commission or other regulatory authority has approved ordisapproved the information contained herein. Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is definedin the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
4
Forward-Looking Statements
Except for the statements of historicalfact, this news release contains “forward-looking information” and “forward-looking statements” (collectively,“forward-looking information”) that are based on expectations, estimates and projections as at the date of this news releaseand are covered by safe harbors under Canadian and United States securities laws. Forward-looking information in this news release includesinformation about potential further improvements to profitability and efficiency across mining operations, including, as a result of theCompany’s expansion efforts, potential for the Company’s long-term growth and clean energy strategy, and the business goalsand objectives of the Company. Factors that could cause actual results to differ materially from those described in such forward-lookinginformation include, but are not limited to: future capital needs and uncertainty of additional financing; share dilution resulting fromequity issuances; risks relating to the strategy of maintaining and increasing Bitcoin holdings and the impact of depreciating Bitcoinprices on working capital; effects on Bitcoin prices as a result of the most recent Bitcoin halving; development of additional facilitiesand installation of infrastructure to expand operations may not be completed on the timelines anticipated by the Company, or at all; abilityto access additional power from the local power grid and realize the potential of the clean energy strategy on terms which are economicor at all; a decrease in cryptocurrency pricing, volume of transaction activity or generally, the profitability of cryptocurrency mining;further improvements to profitability and efficiency may not be realized; development of additional facilities to expand operations maynot be completed on the timelines anticipated by the Company; ability to access additional power from the local power grid; an increasein natural gas prices may negatively affect the profitability of the Company’s power plant; the digital currency market; the Company’sability to successfully mine digital currency on the cloud; the Company may not be able to profitably liquidate its current digital currencyinventory, or at all; a decline in digital currency prices may have a significant negative impact on the Company’s operations; thevolatility of digital currency prices; and other related risks as more fully set out in the Annual Information Form of the Company andother documents disclosed under the Company’s filings at www.sedarplus.ca and the Company’s Annual Report filed on www.SEC.gov/EDGAR.The forward-looking information in this news release reflects the current expectations, assumptions and/or beliefs of the Company basedon information currently available to the Company. In connection with the forward-looking information contained in this news release,the Company has made assumptions about: the current profitability in mining cryptocurrency (including pricing and volume of current transactionactivity); profitable use of the Company’s assets going forward, including the redevelopment of its facilities to enable the Companyto utilize its existing power capacity to serve the HPC and AI industries; the Company’s ability to profitably pursue its data centerdevelopment strategy on a timely basis or at all; the Company’s ability to profitably liquidate its digital currency inventory asrequired; historical prices of digital currencies and the ability of the Company to mine digital currencies on the cloud will be consistentwith historical prices; the ability to maintain reliable and economical sources of power to run its cryptocurrency mining assets; thenegative impact of regulatory changes in the energy regimes in the jurisdictions in which the Company operates; and there will be no regulationor law that will prevent the Company from operating its business. The Company has also assumed that no significant events occur outsideof the Company’s normal course of business. Although the Company believes that the assumptions inherent in the forward-looking informationare reasonable, forward-looking information is not a guarantee of future performance and accordingly undue reliance should not be puton such information due to the inherent uncertainties therein. The Company undertakes no obligation to revise or update any forward-lookinginformation other than as required by law.
5