8-K
Digi Power X Inc. (DGXX)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported): January 12, 2026
Digi Power X Inc.
(Exact name of registrant as specified in its charter)
British Columbia, Canada
(State or other jurisdiction of incorporation)
| 001-40527 | Not Applicable |
|---|---|
| (Commission File Number) | (IRS Employer<br><br> 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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title<br> of each class | Trading<br> Symbol(s) | Name<br> of each exchange on which registered |
|---|---|---|
| Subordinate Voting Shares | DGXX | Nasdaq<br> Capital Market |
Indicate by check mark whether the registrant 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 Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01. Regulation FD Disclosure.
On January 12, 2026, Digi Power X Inc. (the “Company”) 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 announcing the Company’s entry into an agreement to acquire NVIDIA B300 GPUs from Super Micro Computer, Inc. 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
| Exhibit Number | Description |
|---|---|
| 99.1 | Material Change Report dated January 12, 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 12, 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 12, 2026
Item 3 News Release
The press release attached as Schedule “A” was released on January 12, 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 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
January 12, 2026
SCHEDULE“A”
DigiPower X Secures $20 Million NVIDIA B300 GPU Purchase from Supermicro to Power NeoCloudz^TM^ GPU-as-a-Service Platform
This news release constitutes a “designated news release” for the purposes of the Company’s amended and restated prospectus supplement dated November 18, 2025, to its Canadian short form base shelf prospectus dated May 15, 2025.
Miami, FL – January 12, 2026 – Digi Power X Inc. (“Digi Power X” or the “Company”) (Nasdaq: DGXX / TSXV: DGX), a digital infrastructure company focused on AI-ready data centers and high-performance computing, today announced that it has entered into a definitive agreement to acquire approximately $20 million of next-generation NVIDIA B300 GPUs from Super Micro Computer, Inc. (“Supermicro”).
The GPU systems will be deployed within Digi Power X’s Tier III AI data center infrastructure and made available through the Company’s NeoCloudz^TM^ platform, its proprietary GPU-as-a-Service offering. Initial customer availability for NeoCloudz^TM^ is targeted for March 2026.
The acquisition and eventual deployment of the GPUs represent a key milestone in Digi Power X’s strategy to expand into recurring, high-margin AI infrastructure revenues, providing enterprise customers, AI startups and research institutions with on-demand access to advanced GPU compute without the need for long-term capital investment.
Based on current market demand, pricing assumptions and anticipated utilization rates, Digi Power X expects the NeoCloudz^TM^ deployment to target a positive return on invested capital within approximately 30 months of deployment, subject to customer adoption, operating performance and market conditions.
“NeoCloudz was designed to deliver immediate access to next-generation AI compute while maintaining strong capital efficiency,” said Alec Amar, President of Digi Power X and founder of NeoCloudz^TM^. “By deploying NVIDIA B300 GPUs through Supermicro’s AI-optimized systems in a Tier III environment, we are creating a scalable GPU-as-a-Service platform designed to support enterprise and AI-native customers while targeting a return on invested capital of approximately 30 months.”
Supermicro’s AI-optimized server platforms will be integrated into Digi Power X’s modular Tier III data center environments, enabling rapid deployment, high availability and energy-efficient performance.
The NeoCloudz^TM^ platform is designed to support a broad range of AI workloads, including large language model training and inference, generative AI, data analytics and enterprise AI applications. Digi Power X expects to begin onboarding initial customers during the first half of 2026, following completion of infrastructure deployment.
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This acquisition further emphasizes Digi Power X’s long-term strategy to build a vertically integrated AI infrastructure platform, including modular AI-ready data center solutions.
About Digi Power X
Digi Power X is a digital infrastructure company focused on the development, deployment and operation of AI-ready Tier III data centers and high-performance computing platforms. Through its designed NeoCloudz^TM^ GPU-as-a-Service platform and modular AI data center solutions, Digi Power X plans to support the growing global demand for scalable, energy-efficient AI infrastructure.
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 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.
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 expectations concerning the delivery of GPUs purchased from Supermicro, as well as the potential further improvements to profitability and efficiency across the Company’s operations, including, as a result of the Company’s expansion efforts, potential for the Company’s long-term growth and clean energy strategy, 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: delivery of equipment and implementation of systems may not occur on the timelines anticipated by the Company or at all; deployment of NeoCloudz^TM^ platform and realization of revenue might 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 the impact of depreciating Bitcoin prices on working capital; effects on Bitcoin prices as a result of the most recent Bitcoin halving; development of additional facilities and installation of infrastructure to expand operations may not be completed on the timelines anticipated by the Company, or at all; ability to access additional power from the local power grid and realize the potential of the clean energy strategy on terms which are economic or at all; 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 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; 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.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 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, 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 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; 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 Company undertakes no obligation to revise or update any forward-looking information other than as required by applicable
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