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 July 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 July 1, 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, and which is incorporated by reference to the Registrant’s Registration Statement on Form F-10, as amended (File No. 333-286520). 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 July 1, 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: July 1, 2025 |
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Exhibit 99.1
FORM51-102F3
MATERIALCHANGE REPORT
| Item 1 | Nameand Address of Company |
|---|
Digi Power X Inc.
218 NW 24th Street, 2nd Floor
Miami, Florida, 33127
| Item 2 | Dateof Material Change |
|---|
July 1, 2025
| Item 3 | NewsRelease |
|---|
The press release attached as Schedule “A” was released on July 1, 2025 through an approved Canadian newswire service.
| Item 4 | Summaryof Material Change |
|---|
The material change is described in the press release attached as Schedule “A”.
| Item 5 | FullDescription of Material Change |
|---|
The material change is described in the press release attached as Schedule “A”.
| Item 6 | Relianceof subsection 7.1(2) of National Instrument 51-102 |
|---|
Not applicable.
| Item 7 | OmittedInformation |
|---|
Not applicable.
| Item 8 | ExecutiveOfficer |
|---|
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 | Dateof Report |
|---|
July 1, 2025
SCHEDULE“A”
DIGIPOWER X REPORTS 45% MONTH-OVER-MONTH INCREASE IN CASH AND CRYPTO POSITION WITH NO LONG-TERM DEBT AND REPORTS JUNE 2025 PRODUCTION RESULTS
Thisnews release constitutes a “designated news release” for the purposes of the Company’s prospectus supplement datedMay 30, 2025 to its short form base shelf prospectus dated May 15, 2025.
Miami,FL – July 1, 2025 – Digi Power X Inc. (“Digi Power X” or the “Company”) (Nasdaq: DGXX / TSXV: DGX), an innovative energy infrastructure company that develops data centers, is pleased to provide unaudited comparative Bitcoin (“BTC”) production results for the quarter and month ended June 30, 2025, combined with an operations update. All monetary references are expressed in U.S. dollars unless otherwise indicated.
SecondQuarter 2025 Production Highlights
| ● | The<br> value of coins produced at the Company’s facilities between its self-mining and colocation<br> agreements and energy sales was approximately $12.4 million in Q2 2025 (based on a BTC price<br> of $107,750 as of June 30, 2025, per CoinMarketCap). |
|---|
| ● | Miners<br> running at the Company’s facilities produced approximately 94 BTC during the quarter<br> between self-mining and colocation agreements, representing an approximate value of $10.1<br> million (based on a BTC price of $107,750 as of June 30, 2025, per CoinMarketCap). |
|---|---|
| ● | The<br> Company earned gross energy and power revenue of approximately $2.3 million for the three-month<br> period ended June 30, 2025 through the provision of power capacity to market customers. |
| --- | --- |
MonthlyProduction Highlights for June 2025
| ● | The<br> Company held cash, BTC and cash deposits of approximately $13.5 million as of June 30, 2025,<br> as compared to $9.3 million on May 31, 2025 (based on a BTC price of $107,750 as of June<br> 30, 2025, and $105,800 as of May 31, 2025, per CoinMarketCap), representing an increase of<br> 45% over the previous month. |
|---|---|
| ● | On<br> a year-over-year basis, the Company’s total cash and crypto position increased by approximately<br> 90% as compared to June 30, 2024. |
| --- | --- |
| ● | The<br> Company has invested approximately $3.5 million year-to-date in capital expenditures and<br> mining infrastructure support equipment, including approximately $1.0 million in June. |
|---|
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StrategicPartnership with Super Micro
One of the Company’s most meaningful developments this past quarter was the launch of its partnership with Super Micro Computer, Inc. (Nasdaq: SMCI) (“Super Micro”), a global leader in high-performance, energy-efficient server technology. Together with Super Micro, the Company is building artificial intelligence (“AI”) data center systems powered by NVIDIA’s B200 GPUs, to be implemented at the Company’s Alabama data center facility.
Digi Power X’s first deployment is expected to be a high-performance AI compute cluster built with Super Micro’s liquid-cooled server infrastructure. This cluster will power the launch of the Company’s ARMS™ (AI-Ready Modular Solution) platform, a Tier 3-certified modular data center designed specifically for dense AI and HPC workloads. The ARMS 200, the Company’s flagship modular unit, is in final preparation for installation at the Company’s Tier 3 data center in Alabama. The planned deployment will serve as a live demonstration of the Company’s ability to deliver full-stack compute infrastructure quickly and reliably.
As AI infrastructure enters a new phase of growth, driven by massive demand for training, inference and enterprise deployment, Digi Power X plans to use its vertically integrated approach to position itself as a preferred provider for modular, energy-backed AI infrastructure.
NANONuclear Energy Inc.
The Company, in collaboration with NANO Nuclear Energy Inc. (NASDAQ: NNE) (“NANO Nuclear”), a leading advanced nuclear energy and technology company focused on developing portable, clean energy solutions, continues to monitor the joint submission made in December 2024 to a New York State Energy Research and Development Authority Request for Information concerning the development of advanced nuclear energy technologies in New York State.
This joint submission builds on the Memorandum of Understanding between NANO Nuclear and Digi Power X that was announced on December 13, 2024, to advance the transition to carbon-free energy at Digi Power X’s 60MW power plant in upstate New York, and allow the parties to participate in New York State’s pursuit of strategic partnerships and initiatives that align with its goals of achieving a zero-emission grid in its future for all New Yorkers.
OperationsUpdate
The Company currently operates with approximately 100MW of available power across its three sites and is working to expand its capacity to 200MW and beyond. The Company plans to fuel this growth using its existing asset portfolio, combined with strategic expansion through targeted acquisitions.
AboutDigi Power X
Digi Power X is an innovative energy infrastructure company that develops data centers to drive the expansion of sustainable energy assets.
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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
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.
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 theCompany’s 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 www.SEC.gov/EDGAR. The forward-looking information in this news release reflects the current expectations, assumptions and/or beliefsof the Company based on information currently available to the Company. In connection with the forward-looking information containedin 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’sability to profitably liquidate its digital currency inventory as required; historical prices of digital currencies and the ability ofthe Company to mine digital currencies on the cloud will be consistent with historical prices; the ability to maintain reliable and economicalsources of power to run its cryptocurrency mining assets; the negative impact of regulatory changes in the energy regimes in the jurisdictionsin which the Company operates; and there will be no regulation or law that will prevent the Company from operating its business. TheCompany has also assumed that no significant events occur outside of the Company’s normal course of business. Although the Company believesthat the 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 applicable law.
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