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 May 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 May 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. 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 May 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: May 1, 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
May 1, 2025
Item 3 News Release
The press release attached as Schedule “A” was released on May 1, 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 Instrument51-102
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
May 1, 2025
SCHEDULE“A”
DIGI POWER X MAINTAINS STRONG CASHAND CRYPTO POSITON WITH DEBT-FREE OPERATIONS AND REPORTS APRIL 2025 PRODUCTION RESULTS
Miami, FL – May 1, 2025 – Digi Power X Inc. (“Digi Power X” or the “Company”) (Nasdaq: DGXX / TSXV: DGX), a vertically integrated power infrastructure company focused on developing cutting-edge data centers for high-performance computing, is pleased to provide unaudited production results for the month ended April 30, 2025, combined with an operations update. All monetary references are expressed in USD unless otherwise indicated.
Monthly Production Highlights for April 2025
| ● | The Company held cash, Bitcoin (“BTC”) and cash deposits of approximately<br>$10.2 million as of April 30, 2025, as compared to $10.3 million on March 31, 2025 (based on a BTC price of $94,000 as of April 30, 2025,<br>and $83,500 as of March 31, 2025, per CoinMarketCap). |
|---|
| ● | The Company earned gross energy and power revenue of approximately $0.7 million<br>in April 2025 through the provision of power capacity to market customers. |
|---|---|
| ● | Miners running at the Company’s facilities produced approximately 30 BTC during<br>the month between self-mining and colocation agreements, representing an approximate value of $2.8 million (based on a BTC price of $94,000<br>as of April 30, 2025, per CoinMarketCap). |
| --- | --- |
| ● | The Company has invested approximately $1.9 million year-to-date in capital expenditures<br>and mining infrastructure support equipment. This continued significant investment underscores the Company’s commitment to long-term<br>growth while maintaining a disciplined approach to capital allocation, prioritizing self-funding to minimize equity dilution for shareholders<br>when possible, while still retaining a clean balance sheet with no long-term debt to bolster the Company’s flexible capital deployment<br>strategies. |
| --- | --- |
| ● | Digi Power X continues to operate with zero long-term debt, supporting its capital<br>flexibility and commitment to self-funding. The company maintains a disciplined capital strategy, avoiding dilution where possible while<br>retaining the ability to scale aggressively. |
| --- | --- |
Operations Update
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.
Tier III HPC Data Center Update
The Company continues to develop its Tier 3 data center assets, invest in high density compute infrastructure, and pursue selective acquisitions to scale its power capacity and operating footprint. US Data Centers, Inc. (“US Data Centers”) is a wholly-owned subsidiary of the Company dedicated to the development of high-performance computing (“HPC”) and artificial intelligence (“AI”)-focused data centers.
With the launch of US Data Centers, the Company is creating a dedicated platform focused on delivering AI and HPC solutions, ensuring purpose-built infrastructure for the next generation of computing. As its first major initiative, US Data Centers plans to lead the transformation of the Company’s existing site in Columbiana, Alabama into a state-of-the-art Tier 3 data center designed to support next-generation AI and HPC workloads. The Company plans to begin implementing this strategy during this quarter.
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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 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 potential further improvements to profitability and efficiency across the Company’s operations, including, asa result of the Company’s expansion efforts, potential for the Company’s long-term growth and clean energy strategy, and thebusiness goals and objectives of the Company. Factors that could cause actual results to differ materially from those described in suchforward-looking information include, but are not limited to: future capital needs and uncertainty of additional financing; share dilutionresulting from equity issuances; risks relating to the strategy of maintaining and increasing Bitcoin holdings and the impact of depreciatingBitcoin prices on working capital; effects on Bitcoin prices as a result of the most recent Bitcoin halving; development of additionalfacilities and installation of infrastructure to expand operations may not be completed on the timelines anticipated by the Company, orat all; ability to access additional power from the local power grid and realize the potential of the clean energy strategy on terms whichare economic or at all; a decrease in cryptocurrency pricing, volume of transaction activity or generally, the profitability of cryptocurrencymining; further improvements to profitability and efficiency may not be realized; development of additional facilities to expand operationsmay not 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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