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 September 2024
Commission File Number: 001-40527
DIGIHOST TECHNOLOGY 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 FORM6-K
On September 4, 2024, 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 September 4, 2024 |
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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.
| DIGIHOST TECHNOLOGY INC. | |||
|---|---|---|---|
| By: | /s/ Michel Amar | ||
| Name: | Michel Amar | ||
| Title: | Chief Executive Officer | ||
| Date: September 4, 2024 |
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Exhibit 99.1
FORM 51-102F3
MATERIAL CHANGE REPORT
Item 1 Name and Address of Company
Digihost Technology Inc.
110 Yonge Street, Suite 1601
Toronto, ON M5C 1T4
Item 2 Date of Material Change
September 4, 2024
Item 3 News Release
The press release attached as Schedule “A” was released on September 4, 2024 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
Inquires 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
September 4, 2024
SCHEDULE“A”
DIGIHOSTANNOUNCES 50% INCREASE IN CASH AND CRYPTO POSITION OVER PREVIOUS MONTH-END AND PROVIDES AUGUST 2024 PRODUCTION UPDATE
Houston, TX – September 4, 2024 – Digihost Technology Inc. (“Digihost” or the “Company”) (Nasdaq / TSXV: DGHI), an innovative U.S. based blockchain technology and computer infrastructure company, is pleased to provide unaudited comparative Bitcoin (“BTC”) production results for the month ended August 31, 2024, combined with an operations update. All monetary references are expressed in USD unless otherwise indicated.
Monthly Production Highlights for August 2024
| ● | The<br> Company held cash, BTC and cash deposits of approximately $10.4 million as of August 31,<br> 2024 (based on a BTC price of $58,970 as of August 31, 2024 per CoinMarketCap), as compared<br> to $6.9 million as of July 31, 2024 (based on a BTC price of $65,100 as of July 31, 2024<br> per CoinMarketCap). |
|---|---|
| ● | Between<br> self-mining and hosting agreements, miners at the Company’s facilities produced approximately<br> 55 BTC during the month of August, representing an increase of approximately 30% as compared<br> to July 2024. |
| --- | --- |
| ● | As<br> previously disclosed in its news release of June 11, 2024, Digihost entered into a new agreement<br> pursuant to which the Company will integrate 11,000 state-of-the-art S21 miners (200/TH)<br> (the “S21 Miners”) into its facilities, translating to approximately 44MW<br> of shared revenues. The deployment of those next-generation, energy-efficient miners has<br> commenced and will be completed in phases, and the Company is targeting to be at a total<br> of 3.2 EH/s by the end of September 2024. |
| --- | --- |
| ● | The<br> Company spent approximately $0.8 million on capital expenditures, mining infrastructure support<br> equipment, and deposits. Digihost continues to monitor its capital expenditures closely,<br> using self-funding to limit equity dilution for its shareholders when viable. |
| --- | --- |
Financing
In August, the Company closed its previously announced private placement of its equity securities (the “Private Placement”). The Private Placement was for gross proceeds of US$4 million and consisted of the sale of 3,636,363 units of the Company (“Units”) at a purchase price of US$1.10 per Unit. Each Unit is comprised of one subordinate voting share of the Company (a “Share”) and one warrant (a “Warrant”), with each Warrant entitling the holder to purchase one additional Share. The Warrants have an exercise price of US$2.00 per Share and an exercise period of three years from February 15, 2025.
Operations Update
Presently, Digihost’s consolidated operating capacity across its three sites represents approximately 90MW of available power, and Digihost is mining at hashrate of 2.75 EH/s. The Company is currently exploring opportunities to build its initial Tier 3 data center with a target completion date of end of 2025.
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About Digihost
Digihost is a growth-oriented technology company focused on the blockchain industry. The Company operates from three sites in the U.S. and, in addition to managing its own operations, provides hosting arrangements at its facilities.
For further information, please contact:
Digihost Technology Inc.
www.digihost.ca
Michel Amar, Chief Executive Officer
T: 1-818-280-9758
Email: michel@digihost.ca
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 mining operations, including, as a result of the Company’sexpansion efforts, potential for the Company’s long-term growth, and the business goals and objectives of the Company. Factors thatcould cause actual results to differ materially from those described in such forward-looking information include, but are not limitedto: future capital needs and uncertainty of additional financing; share dilution resulting from equity issuances; risks relating to thestrategy of maintaining and increasing Bitcoin holdings and the impact of depreciating Bitcoin prices on working capital; effects on Bitcoinprices as a result of the most recent Bitcoin halving; development of additional facilities and installation of infrastructure to expandoperations may not be completed on the timelines anticipated by the Company, or at all; ability to access additional power from the localpower grid; 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:the current profitability in mining cryptocurrency (including pricing and volume of current transaction activity); profitable use of theCompany’s assets going forward; the Company’s ability to profitably liquidate its digital currency inventory as required;historical prices of digital currencies and the ability of the Company to mine digital currencies on the cloud will be consistent withhistorical prices; the ability to maintain reliable and economical sources of power to run its cryptocurrency mining assets; the negativeimpact 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.
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