Digi Power X Inc 6-K, filed Nov 14, 2023
Digi Power X Inc. (DGXX)
About this 6-K
Digi Power X Inc filed this 6-K on November 14, 2023.
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 November 2023
Commission File Number: 001-40527
DIGIHOST TECHNOLOGY INC.
(Exact Name of Registrant as Specified in Its Charter)
18 King Street East, Suite 902, Toronto, Ontario, Canada M5C 1C4
(Address of principal executive offices)
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 November 14, 2023, the Registrant filed with the Canadian Securities Regulatory Authorities on the System for Electronic Data Analysis and Retrieval + (SEDAR+) a material change report that includes a copy of a press release, a copy of which is attached hereto as Exhibit 99.1 and which is hereby incorporated by reference as an exhibit to the Registration Statement on Form F-10 of Digihost Technology Inc. (File No. 333-263255).
Exhibits
| Exhibit No. | Description | |
| 99.1 | Material Change Report dated November 14, 2023. |
1
SIGNATURE
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: November 14, 2023
2
Exhibit 99.1
FORM 51-102F3
MATERIAL CHANGE REPORT
| Item 1 | Name and Address of Company |
Digihost Technology Inc. (formerly HashChain Technology Inc.)
110 Yonge Street, Suite 1601
Toronto, ON M5C 1T4
| Item 2 | Date of Material Change |
November 14, 2023
| Item 3 | News Release |
The press release attached as Schedule “A” was released on November 14, 2023 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 |
November 14, 2023
SCHEDULE “A”
DIGIHOST REPORTS POSITIVE YEAR OVER YEAR REVENUE GROWTH AND 49% INCREASE IN EBITDA* FOR Q3 2023
This news release constitutes a “designated news release” for the purposes of the Company’s prospectus supplement dated March 4, 2022 to its short form base shelf prospectus dated February 23, 2022.
Houston, TX – November 14, 2023, 2023 – Digihost Technology Inc. (“Digihost” or the “Company”) (Nasdaq: DGHI; TSXV: DGHI), an innovative U.S. based blockchain technology and computer infrastructure company is pleased to provide a summary of the Company’s unaudited financial results for the third quarter ended September 30, 2023 (all amounts in U.S. dollars, unless otherwise indicated). The Company’s unaudited consolidated financial statements and management’s discussion and analysis (“MD&A”) for the three and nine month period ended September 30, 2023 have been filed and made accessible under the Company’s continuous disclosure profile on SEDAR at www.sedar.com and are also accessible on the U.S. Securities and Exchange Commission’s (the “SEC”) EDGAR website at www.sec.gov/EDGAR.
Comparative Financial Highlights for the Three-Month Period Ended September 30, 2023
| ● | Revenue from digital currency mining and sale of energy of $5.4 million reported for the three-month period ended September 30, 2023, compared to $3.7 million for the three-month period ended September 30, 2022, an increase of 46%. The increase in revenue is primarily driven by the period over period increase in the price of Bitcoin (“BTC”) and recognition of approximately $1 million due to the sale of energy; | |
| ● | The Company mined approximately 217 BTC for the three-month period ended September 30, 2023, at an average BTC price of approximately $28,091 (calculated from BTC prices per CoinMarketCap), compared to the three-month period ended September 30, 2022, where the Company mined approximately 203 BTC at an average price of Bitcoin of approximately $21,252 (calculated from BTC prices per CoinMarketCap); | |
| ● | EBITDA* for three-month period ended September 30, 2023 of $3.6 million, an increase of approximately 49% from the Company’s Q3 2022 reported EBITDA*; | |
| ● | Net income for three-month period ended September 30, 2023 of $0.1 million as compared to a net loss of $1.7 million for the period ended Q3 2022; | |
| ● | Total assets of $47.3 million as at September 30, 2023; | |
| ● | Cash and cash equivalents of $3.3 million as at September 30, 2023; | |
| ● | Property, plant, and equipment consisting primarily of the Company’s BTC miners and mining infrastructure of $37 million; | |
| ● | During Q3, the Company spent approximately $1.2 million on capital expenditure and mining infrastructure support equipment. Digihost continues to monitor its capital expenditures closely with self-funding in an effort to avoid equity dilution for its shareholders. |
2
| Nine Months Ended | ||||||||
| (U.S.$ in thousands except per share data) | September 30 2023 |
September 30 2022 |
||||||
| Revenue from digital currency mining | 13,552 | 18,508 | ||||||
| Revenue from sale of energy | 1,779 | - | ||||||
| Cost of sales | (9,096 | ) | (7,571 | ) | ||||
| Cost of power plant operations | (1,418 | ) | - | |||||
| Miner lease and hosting | (791 | ) | (6,379 | ) | ||||
| Depreciation and amortization | (9,732 | ) | (6,877 | ) | ||||
| Gross profit (loss) | (5,706 | ) | (2,319 | ) | ||||
| General and administrative and other expenses | (3,728 | ) | (3,841 | ) | ||||
| Gain on sale of property, plant, and equipment | - | 2,341 | ||||||
| Foreign exchange gain (loss) | (102 | ) | 4,772 | |||||
| Gain on disposition of cryptocurrencies | 802 | (11,574 | ) | |||||
| Change in FV of loan payable | (144 | ) | - | |||||
| Other Income | 90 | 168 | ||||||
| Change in fair value - Miner Lease Agreement | (268 | ) | 540 | |||||
| Gain (Loss) on revaluation of digital currencies | 23 | (5,060 | ) | |||||
| Share based compensation | (1,217 | ) | (2,484 | ) | ||||
| Operating (loss) | (10,250 | ) | (17,457 | ) | ||||
| Revaluation of warrant liabilities | (1,756 | ) | 30,229 | |||||
| Net financial expenses | (195 | ) | (238 | ) | ||||
| Net income (loss) before income taxes | (12,200 | ) | 12,534 | |||||
| Deferred tax recovery | - | 1,537 | ||||||
| Net income (loss) for the year | (12,200 | ) | 14,071 | |||||
| Foreign currency translation adjustment | 104 | (4,433 | ) | |||||
| Revaluation of digital currency, net of tax | - | (3,707 | ) | |||||
| Total comprehensive income (loss) for the year | (12,096 | ) | 5,932 | |||||
| Basic and diluted income (loss) per share | (0.43 | ) | 0.52 | |||||
| Weighted average number of subordinate voting shares outstanding – diluted | 28,525,059 | 27,022,331 | ||||||
| * | EBITDA is a non-IFRS financial measure and should be read in conjunction with and should not be viewed as alternatives to or replacements of measures of operating results and liquidity presented in accordance with IFRS. Readers are referred to the reconciliations of non-IFRS measures included in the Company’s MD&A and at the end of this press release. |
The Company achieved significant milestones year-to-date 2023:
| ● | Digihost has acquired approximately 2,000 high performance BTC miners; |
| ● | The Company completed an all-cash acquisition of a 60 MW power plant in North Tonawanda, NY; |
| ● | The Company is currently mining at a rate of approximately 1 EH; |
| ● | Consistent with management’s ongoing commitment to minimize equity dilution for its shareholders, the Company has continued to monetize a portion of its BTC production to fully fund its energy costs. |
3
At-the-Market Financing Update
On March 4, 2022, the Company entered into an offering agreement with H.C. Wainwright & Co., LLC as agent (the “Agent”), pursuant to which the Company established an at-the-market equity program (the “ATM Program”). From the commencement of the ATM Program through September 30, 2023, the Company issued 386,463 subordinate voting shares in exchange for gross proceeds of $701,316, at an average share price of $1.81, and received net proceeds of $673,855 after paying commissions of $21,040 to the Agent and incurring $6,421 of other transaction fees.
During the quarter ended September 30, 2023, the Company issued 107,418 subordinate voting shares in exchange for gross proceeds of $240,245, at an average share price of $2.11, and received net proceeds of $231,714 after paying commissions of $7,207 to the Agent and incurring $1,324 of other transaction fees.
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 should be considered highly speculative. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
4
Forward-Looking Statements
Except for the statements of historical fact, 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 release and are covered by safe harbors under Canadian and United States securities laws. Forward-looking information in this news release includes information about the Company’s plans to finance its operations, potential further improvements to profitability and efficiency across mining operations including, as a result of the Company’s expansion efforts, potential for the Company’s long-term growth, and the business goals and objectives of the Company. Factors that could cause actual results to differ materially from those described in such forward-looking information include, but are not limited to: future capital needs and uncertainty of additional financing, including the Company’s ability to utilize the Company’s at-the-market offering program (the “ATM Program”) and the prices at which the Company may sell securities in the ATM Program, as well as capital market conditions in general; share dilution resulting from the ATM Program and from other equity issuances; risks relating to the strategy of maintaining Bitcoin holdings and the impact of depreciating Bitcoin prices on working capital; regulatory and other unanticipated issues that prohibit us from declaring or paying dividends to our shareholders that are payable in Bitcoin; development of additional facilities to expand operations may not be completed on the timelines anticipated by the Company; ability to access additional power from the local power grid; an increase in natural gas prices may negatively affect the profitability of the Company’s power plant; 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; the digital currency market; the Company’s ability to successfully mine digital currency on the cloud; the Company may not be able to profitably liquidate its current digital currency inventory, or at all; a decline in digital currency prices may have a significant negative impact on the Company’s operations; the volatility of digital currency prices; and other related risks as more fully set out in the Annual Information Form of the Company and other documents disclosed under the Company’s filings at www.sedar.com. The forward-looking information in this news release reflects the current expectations, assumptions and/or beliefs of the Company based on information currently available to 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 the Company’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 with historical prices; the ability to maintain reliable and economical sources of power to run its cryptocurrency mining assets; the negative impact of regulatory changes in the energy regimes in the jurisdictions in which the Company operates; the ability to adhere to Digihost’s dividend policy and the timing and quantum of dividends based on, among other things, the Company’s operating results, cash flow and financial condition, Digihost’s current and anticipated capital requirements, and general business conditions; and there will be no regulation or law that will prevent the Company from operating its business. The Company has also assumed that no significant events occur outside of the Company's normal course of business. Although the Company believes that the assumptions inherent in the forward-looking information are reasonable, forward-looking information is not a guarantee of future performance and accordingly undue reliance should not be put on such information due to the inherent uncertainties therein.
The table below provides a reconciliation of income to EBITDA for the three months ended September 30, 2023 and 2022.
| Three months ended | ||||||||
| 2023 | 2022 | |||||||
| $ (thousands) | $ (thousands) | |||||||
| Income (loss) before other items | 136 | (1,677 | ) | |||||
| Taxes and Interest | 11 | 1,409 | ||||||
| Depreciation | 3,444 | 2,673 | ||||||
| EBITDA | 3,591 | 2,405 | ||||||
5