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 June 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 June 9, 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 June 9, 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: June 9, 2025 |
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Exhibit 99.1
FORM 51-102F3
MATERIAL CHANGE REPORT
| Item 1 | Name and Address of Company |
|---|
Digi Power X Inc.
218 NW 24th Street, 2nd Floor
Miami, Florida, 33127
| Item 2 | Date of Material Change |
|---|
June 9, 2025
| Item 3 | News Release |
|---|
The press release attached as Schedule “A” was released on June 9, 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 |
|---|
June 9, 2025
SCHEDULE“A”
DIGI POWER X ISSUES LETTER TO SHAREHOLDERS
This news release constitutes a “designatednews release” for the purposes of the Company’s prospectus supplement dated May 30, 2025 to its short form base shelf prospectusdated May 15, 2025.
Miami, FL – June 9, 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 announce the release of the following report to shareholders by Michel Amar, Chairman and Chief Executive Officer.
Dear Shareholders,
As we reach the halfway mark of 2025, I want to personally thank you for your continued support and belief in Digi Power X Inc., as we execute on our bold vision to be a leader in the convergence of artificial intelligence (AI) infrastructure and sustainable power. I am pleased to share our recent progress and where we are headed next.
From Digihost to Digi Power X
Earlier this year, we completed our corporate transformation from Digihost Technology Inc. (Nasdaq/TSXV: DGHI) to Digi Power X Inc. (Nasdaq: DGXX / TSXV: DGX). The change in our name reflects our strategic shift from being solely a blockchain infrastructure company to a broader energy and AI infrastructure platform. Our new identity better aligns with our mission to develop and operate power-optimized, Tier 3-ready data centers that will support next-generation compute, AI and high-performance workloads.
Strategic Partnership with Supermicro
One of the most meaningful developments this quarter was the launch of our partnership with Super Micro Computer, Inc. (Nasdaq: SMCI) (“Super Micro”), a global leader in high-performance, energy-efficient server technology. Together, we are building cutting-edge AI data center systems powered by NVIDIA’s B200 GPUs, to be implemented at our Alabama data center facility.
Our first deployment will be a high-performance AI compute cluster built with Super Micro’s liquid-cooled server infrastructure. This cluster will power the launch of our ARMS™ (AI-Ready Modular Solution) platform, a Tier 3-certified modular data center designed specifically for dense AI and HPC workloads.
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Progress on Our AI Infrastructure
The ARMS 200, our flagship modular unit, is in final preparation for installation at our Tier 3 data center in Alabama. This planned deployment will serve as a live demonstration of our ability to deliver full-stack compute infrastructure quickly and reliably. It also sets the stage for further rollouts at additional high-power sites through our subsidiary, US Data Centers, Inc.
Our Vision and Market Opportunity
AI infrastructure is entering a new phase of growth, driven by massive demand for training, inference and enterprise deployment. Digi Power X sits at the intersection of AI, energy and infrastructure, with a vertically integrated approach that emphasizes speed, control and cost-efficiency.
Through our partnership with Super Micro, we plan to deliver:
| ● | complete<br> turnkey hosting systems built on top-tier hardware; |
|---|---|
| ● | modular<br> platforms tailored for enterprise and government needs; and |
| --- | --- |
| ● | scalable,<br> power-ready environments optimized for GPU acceleration |
| --- | --- |
Our vision is to position Digi Power X as a preferred provider for modular, energy-backed AI infrastructure.
Financial Progress and Load Expansion
We are proud to report year-over-year revenue growth in our colocation and sale of energy revenue verticals, supported by solid performance across both our energy and infrastructure segments. Our cash position remains strong, and we carry no long-term debt. This gives us the ability to pursue growth opportunities without compromising financial discipline. In addition, the interconnection load study for our New York site is expected to conclude in the coming months, which we anticipate will create new capacity and expansion potential on the East Coast.
Looking Ahead
We are executing with urgency and focus. Over the next several months, we plan to:
| ● | launch<br> the first ARMS 200 unit into production; |
|---|---|
| ● | begin<br> scaling additional units across key regions; |
| --- | --- |
| ● | build<br> upon our relationship with Super Micro to support broader system configurations; and |
| --- | --- |
| ● | sign<br> initial anchor customers in AI, cloud, and enterprise markets |
| --- | --- |
We are building the backbone of AI infrastructure: modular, scalable, and powered for what comes next.
Thank you again for your trust and continued support. We look forward to updating you as we execute on the next phase of growth at Digi Power X.
On behalf of the Board of Directors,
Michel Amar, Chairman and Chief Executive Officer
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About Digi Power X
Digi Power X is an innovative energy infrastructure company that develops 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
Investor Relations
T: 888-474-9222
Email: IR@digihostpower.com
Cautionary Statement
Trading in the securities of the Company shouldbe considered highly speculative. No stock exchange, securities commission or other regulatory authority has approved or disapproved theinformation contained herein. Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policiesof the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Forward-Looking Statements
Except for the statements of historical fact,this news release contains “forward-looking information” and “forward-looking statements” (collectively, “forward-lookinginformation”) that are based on expectations, estimates and projections as at the date of this news release and are covered by safeharbors under Canadian and United States securities laws. Forward-looking information in this news release includes information aboutpotential further improvements to profitability and efficiency across the Company’s operations, including, as a result of the Company’sexpansion efforts, potential for the Company’s long-term growth and diversified energy deployment 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 www.SEC.gov/EDGAR. The forward-looking informationin this news release reflects the current expectations, assumptions and/or beliefs of the Company based on information currently availableto the Company. In connection with the forward-looking information contained in this news release, the Company has made assumptions about,among other things, the current profitability in mining cryptocurrency (including pricing and volume of current transaction activity);profitable use of the Company’s assets going forward; the Company’s ability to profitably liquidate its digital currency inventoryas required; 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 applicable law.
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