8-K
Digi Power X Inc. (DGXX)
UNITEDSTATESSECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) ofthe
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 6, 2026
Digi Power X Inc.
(Exact name of registrant as specified in its charter)
Canada
(State or other jurisdiction of incorporation)
| 001-40527 | Not Applicable |
|---|---|
| (Commission File Number) | (IRS Employer Identification No.) |
110 Yonge Street, Suite 1601
Toronto, Ontario M5C 1T4
(Address of principal executive offices and zip code)
(818) 280-9758
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the<br>Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the<br>Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under<br>the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under<br>the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Subordinate Voting Shares | DGXX | Nasdaq Capital Market |
| Indicate by check mark whether the registrant<br> is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities<br> Exchange Act of 1934 (17 CFR §240.12b-2).<br><br> <br><br><br> <br>Emerging growth company ☒<br><br> <br><br><br> <br>If an emerging growth company, indicate by<br> check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting<br> standards provided pursuant to Section 13(a) of the Exchange Act. ☐ | ||
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Item 7.01. Regulation FD Disclosure.
On January 6, 2026, the Registrant filed with the Canadian Securities Regulatory Authorities on the System for Electronic Data Analysis and Retrieval + a material change report (the “Material Change Report”) that included a copy of a press release providing a production update for the month of December and the end of fiscal year 2025. A copy of the Material Change Report is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information contained in this Item 7.01 and Exhibit 99.1 attached hereto is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| ExhibitNumber | Description |
|---|---|
| 99.1 | Material Change Report dated January 6, 2026 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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 hereunto duly authorized.
| DIGI POWER X INC. | |||
|---|---|---|---|
| By: | /s/ Michel Amar | ||
| Name: | Michel Amar | ||
| Title: | Chief Executive Officer | ||
| Date: January 6, 2026 |
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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
January 6, 2026
Item 3 News Release
The press release attached as Schedule “A” was released on January 6, 2026 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
January 6, 2026
SCHEDULE“A”
Digi Power XAnnounces 1,150% Year-over-Year Liquidity Growth and Provides Update on Implementation of First B200 GPU Cluster in Alabama with Plansto Begin Data Processing in Q1 2026
This news release constitutes a “designatednews release” for the purposes of the Company’s amended and restated prospectus supplement dated November 18, 2025, to itsshort form base shelf prospectus dated May 15, 2025.
Miami, FL – January 6, 2026 – Digi Power X Inc. (“Digi Power X” or the “Company”) (Nasdaq: DGXX / TSXV: DGX), an innovative energy infrastructure company, today provided a comprehensive update concerning its financial position and the execution of its AI infrastructure strategy, highlighted by the beginning of deployment of its ARMS 200 Tier III modular data center platform, the completed implementation of its first NVIDIA B200 GPU cluster, the anticipated launch of its GPU-as-a-Service platform NeoCloudz expected in the first quarter of 2026 and the expansion of its intellectual property and global distribution partnerships. All monetary references are expressed in U.S. dollars unless otherwise indicated.
Year-over-Year Financial Liquidity Growth toSupport AI Infrastructure Buildout
| ● | Digi Power X held cash, Bitcoin (“BTC”),<br>Ethereum (“ETH”) and cash deposits of approximately $100 million as of January 1, 2026, as compared to approximately<br>$8 million on January 1, 2025 (based on a BTC price of $88,732 as of January 1, 2026, and $94,420 as of January 1, 2025, per CoinMarketCap,<br>and an ETH price of $3,000 as of January 1, 2026, and $3,354 as of January 1, 2026, per CoinMarketCap), broken out as follows: |
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| ● | Cash available: approximately $79 million |
| --- | --- |
| ● | BTC and ETH holdings: approximately $15 million |
| --- | --- |
| ● | Cash deposits: approximately $6 million |
| --- | --- |
The increase from approximately $8 million in starting position on January 1, 2025 to approximately $100 million on January 1, 2026 represents an increase in liquidity of 1,150%. This robust liquidity growth positions Digi Power X to carry out the rollout of its 2026 AI infrastructure development plan, which includes the planned deployment of high-efficiency Tier III AI data centers and expansion of the Company’s power capacity across multiple U.S. sites.
| ● | The Company remains debt-free, a significant advantage in<br>the capital-intensive AI infrastructure sector. Digi Power X’s financial discipline and strategic execution have allowed it to<br>minimize interest rate risks, and the Company remains committed to self-funding and maintaining a clean balance sheet, underscoring its<br>dedication to long-term growth while minimizing equity dilution for shareholders. |
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ARMS 200 Deployment Beginning in Q1 2026
Digi Power X plans to begin deployment of its ARMS 200 (AI-Ready Modular Solution) platform in the first quarter of 2026 across its U.S. Tier III facilities. ARMS is the Company’s standardized, modular AI data center architecture designed for:
| ● | High-density GPU cluster integration; |
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| ● | Liquid cooling and low-latency networking; |
| --- | --- |
| ● | Tier III redundancy across all pathways; and |
| --- | --- |
| ● | Multi-megawatt scalability at each location. |
| --- | --- |
The ARMS platform is the backbone of Digi Power X’s transition from cryptocurrency mining to AI-optimized critical load infrastructure.
First B200 GPU Cluster Being Installedin Alabama
The first ARMS 200 modular data center system has arrived at the Company’s Alabama site and is currently being installed for testing and commissioning**.** The system is now undergoing initial setup and operational validation as part of Digi Power X’s broader deployment program for high-density, liquid-cooled AI infrastructure. Upon completion of testing, the ARMS 200 will be prepared for live operations and customer workloads.
NeoCloudz to Go Live in Q1 2026
Digi Power X’s on-demand compute platform, NeoCloudz, is expected to launch in the first quarter of 2026.
NeoCloudz is designed to provide scalable access to GPU compute for:
| ● | AI startups; |
|---|---|
| ● | Enterprise AI/ML teams; |
| --- | --- |
| ● | Research institutions; and |
| --- | --- |
| ● | Developers and HPC workloads. |
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Built on a Supermicro enterprise-grade backbone and integrated directly into the ARMS modular architecture, the Company expects NeoCloudz will operate as a unified GPU-as-a-Service platform across Digi Power X’s Tier III facilities.
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About Digi Power X
Digi Power X is an innovative energy infrastructure company that develops Tier III-certified modular AI data centers and drives 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 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.
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 the Company’s expectations concerning the potential further improvements to profitability and efficiency acrossthe Company’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: delivery of equipment and implementationof systems may not occur on the timelines anticipated by the Company or at all; future capital needs and uncertainty of additional financing;share dilution resulting from equity issuances; risks relating to the strategy of maintaining and increasing Bitcoin holdings and theimpact of depreciating Bitcoin prices on working capital; effects on Bitcoin prices as a result of the most recent Bitcoin halving; developmentof additional facilities and installation of infrastructure to expand operations may not be completed on the timelines anticipated bythe Company, or at all; ability to access additional power from the local power grid and realize the potential of the clean energy strategyon terms which are economic or at all; a decrease in cryptocurrency pricing, volume of transaction activity or generally, the profitabilityof cryptocurrency mining; further improvements to profitability and efficiency may not be realized; development of additional facilitiesto expand operations may not be completed on the timelines anticipated by the Company; ability to access additional power from the localpower grid; an increase in natural gas prices may negatively affect the profitability of the Company’s power plant; the digitalcurrency market; the Company’s ability to successfully mine digital currency on the cloud; the Company may not be able to profitablyliquidate its current digital currency inventory, or at all; a decline in digital currency prices may have a significant negative impacton the Company’s operations; the volatility of digital currency prices; and other related risks as more fully set out in the AnnualInformation Form of the Company and other documents disclosed under the Company’s filings at www.sedarplus.ca and 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, among other things, the current profitability in mining cryptocurrency (including pricing andvolume of current transaction activity); profitable use of the Company’s assets going forward; the Company’s ability to profitablyliquidate its digital currency inventory as required; historical prices of digital currencies and the ability of the Company to mine digitalcurrencies on the cloud will be consistent with historical prices; the ability to maintain reliable and economical sources of power torun its cryptocurrency mining assets; the negative impact of regulatory changes in the energy regimes in the jurisdictions in which theCompany operates; and there will be no regulation or law that will prevent the Company from operating its business. The Company has alsoassumed that no significant events occur outside of the Company's normal course of business. Although the Company believes that the assumptionsinherent in the forward-looking information are reasonable, forward-looking information is not a guarantee of future performance and accordinglyundue reliance should not be put on such information due to the inherent uncertainties therein. The Company undertakes no obligation torevise or update any forward-looking information other than as required by applicable law.
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