6-K
Digi Power X Inc. (DGXX)
UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUERPURSUANT TO RULE 13a-16 OR 15d-16UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of February 2025
Commission File Number: 001-40527
DIGIHOST TECHNOLOGY INC.(Translation of registrant’s name into English)
110 Yonge Street, Suite 1601, Toronto, Ontario M5C1T4(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 February 7, 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 and is hereby incorporated by reference into the Registration Statement on Form S-8 of Digihost Technology Inc. (File No. 333-276647).
See “Exhibits” below.
Exhibits
| ExhibitNumber | Description |
|---|---|
| 99.1 | Material Change Report dated February 7, 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.
| DIGIHOST TECHNOLOGY INC. | |||
|---|---|---|---|
| By: | /s/ Michel Amar | ||
| Name: | Michel Amar | ||
| Title: | Chief Executive Officer | ||
| Date: February 7, 2025 |
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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
February 7, 2025
Item 3 News Release
The press release attached as Schedule “A” was released on February 7, 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) ofNational 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
February 7, 2025
Schedule “A”
DIGIHOST ANNOUNCES CLOSING OF OVER-SUBSCRIBEDUS$6.6 MILLION PRIVATE PLACEMENT
NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICESOR FOR DISSEMINATION IN THE UNITED STATES
Miami, FL – February 7, 2025 – Digihost Technology Inc. (“Digihost” or the “Company”) (Nasdaq / TSXV: DGHI), an innovative energy infrastructure company that develops cutting-edge data centers, is pleased to announce that it has closed its private placement of its equity securities (the “Private Placement”), previously announced on January 31, 2025. The Company exercised its right to increase the size of the Private Placement by up to 25%. The Private Placement was for gross proceeds of US$6,609,500 and consisted of the sale of 2,503,601 subordinate voting shares of the Company (“Shares”) and warrants (the “Warrants”) exercisable for up to 1,251,805 Shares of the Company, at a combined purchase price of US$2.64. Each Warrant has a per Share exercise price of US$3.66 and an exercise period of three years from the issuance date.
The net proceeds of the Private Placement will be used by the Company primarily for acquisitions related to infrastructure expansion and for general working capital purposes.
The securities issued under the Offering are subject to customary resale restrictions in the United States with no resale restrictions in Canada. No securities were offered or sold to Canadian residents in connection with the Private Placement.
This news release shall not constitute an offerto sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer,solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Thisnews release shall not constitute an offer of securities for sale in the United States. The securities being offered have not been registeredunder the United States Securities Act of 1933, as amended, and such securities may not be offered or sold within the United States absentregistration under U.S. federal and state securities laws or an applicable exemption from such U.S. registration requirements.
About Digihost
Digihost 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
Digihost Technology Inc.
www.digihostpower.com
Digihost Investor Relations
T: 888-474-9222
Email: IR@digihostpower.com
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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 aboutthe Private Placement, including closing of the Private Placement and approval of the TSX Venture thereof and the use of net proceedsfrom the Private Placement, potential further improvements to profitability and efficiency across mining operations, including, as a resultof the Company’s expansion efforts, potential for the Company’s long-term growth, and the business goals and objectives ofthe Company. Factors that could cause actual results to differ materially from those described in such forward-looking information include,but are not limited to: the failure to satisfy the conditions to closing of the Private Placement; future capital needs and uncertaintyof additional financing; share dilution resulting from equity issuances; risks relating to the strategy of maintaining and increasingBitcoin holdings and the impact of depreciating Bitcoin prices on working capital; effects on Bitcoin prices as a result of the most recentBitcoin halving; development of additional facilities and installation of infrastructure to expand operations may not be completed onthe timelines anticipated by the Company, or at all; ability to access additional power from the local power grid; a decrease in cryptocurrencypricing, volume of transaction activity or generally, the profitability of cryptocurrency mining; further improvements to profitabilityand efficiency may not be realized; development of additional facilities to expand operations may not be completed on the timelines anticipatedby the Company; ability to access additional power from the local power grid; an increase in natural gas prices may negatively affectthe profitability of the Company’s power plant; the digital currency market; the Company’s ability to successfully mine digitalcurrency on the cloud; the Company may not be able to profitably liquidate its current digital currency inventory, or at all; a declinein digital currency prices may have a significant negative impact on the Company’s operations; the volatility of digital currencyprices; and other related risks as more fully set out in the Annual Information Form of the Company and other documents disclosed underthe Company’s filings at www.sedarplus.ca and www.SEC.gov/EDGAR. The forward-looking information in this news release reflects thecurrent expectations, assumptions and/or beliefs of the Company based on information currently available to the Company. Although theCompany believes that the assumptions inherent in the forward-looking information are reasonable, forward-looking information is not aguarantee of future performance and accordingly undue reliance should not be put on such information due to the inherent uncertaintiestherein. The Company undertakes no obligation to revise or update any forward-looking information other than as required by law.
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