6-K
Digi Power X Inc. (DGXX)
UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549
Form6-K
REPORT OF FOREIGN PRIVATE ISSUERPURSUANT TO RULE 13a-16 OR 15d-16UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of November 2024
Commission File Number: 001-40527
DIGIHOST TECHNOLOGY 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 November 7, 2024, the Registrant held its 2024 Annual General Meeting of Shareholders (the “Meeting”). The voting results from the Meeting are attached hereto as Exhibit 99.1.
On November 14, 2024, the Registrant filed with the Canadian Securities Regulatory Authorities on the System for Electronic Data Analysis and Retrieval + a press release, a copy of which is attached hereto as Exhibit 99.2.
See “Exhibits” below.
Exhibits
| ExhibitNumber | Description |
|---|---|
| 99.1 | Report of Voting Results dated November 7, 2024 |
| 99.2 | Press Release dated November 14, 2024 |
1
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: November 14, 2024 |
2
Exhibit 99.1
DIGIHOSTTECHNOLOGY INC.
(the“Company”)
ANNUALGENERAL AND SPECIAL MEETING OF SHAREHOLDERS
NOVEMBER7, 2024
REPORTOF VOTING RESULTS
Pursuant to section 11.3 of National Instrument 51-102 – Continuous Disclosure Obligations, the following matters were put to a vote at the annual general and special meeting of the Company held on November 7, 2024. The report on the voting results is as follows:
| 1. | Election of Directors |
|---|
Based on the proxies received and the votes cast at the meeting, each of the five director nominees proposed by management in the Company’s management information circular dated September 23, 2024 (the “Circular”) were elected. Details of the voting results are as follows:
| Director | For | % | Withheld | % | ||||
|---|---|---|---|---|---|---|---|---|
| Michael Amar | 4,844,948 | 95.394 | 233,915 | 4.606 | ||||
| Alec Amar | 4,819,264 | 94.889 | 256,599 | 5.111 | ||||
| Adam Rossman | 3,913,856 | 77.062 | 1,165,007 | 22.938 | ||||
| Gerard Rotonda | 4,836,983 | 95.238 | 241,880 | 4.762 | ||||
| Zhichao Li | 5,361,854 | 95.648 | 243,983 | 4.352 | ||||
| 2. | Reappointment of Auditors and fix remuneration of the auditors | |||||||
| --- | --- |
Based on the proxies received and the votes cast at the meeting, the reappointment of Raymond Chabot Grant Thornton LLP, Chartered Professional Accountants, to serve as the independent auditors of the Company for the ensuing year and authorize the Board of directors to fix the remuneration of the auditors was approved by shareholder of the Company (“Shareholders”). Details of the voting results are as follows:
| For | % | Withheld | % | ||||
|---|---|---|---|---|---|---|---|
| 9,556,912 | 97.710 | 223,974 | 2.290 | ||||
| 3. | Approval of Stock Option Plan | ||||||
| --- | --- |
Based on the proxies received and the votes cast at the meeting, an ordinary resolution to approve and ratify the Company’s 10% rolling stock option plan was approved by Shareholders. Details of the voting results are as follows:
| For | % | Against | % | ||||
|---|---|---|---|---|---|---|---|
| 3,836,873 | 75.546 | 1,241,990 | 24.454 | ||||
| 4. | Approval of Restricted Share Unit Plan | ||||||
| --- | --- |
Based on the proxies received and the votes cast at the meeting, an ordinary resolution to approve and ratify the Company’s restricted share unit plan was approved by Shareholders. Details of the voting results are as follows:
| For | % | Against | % | ||||
|---|---|---|---|---|---|---|---|
| 3,864,254 | 76.085 | 1,214,609 | 23.915 | ||||
| DIGIHOST TECHNOLOGY INC. | |||||||
| --- | |||||||
| /s/ “Michel Amar” | |||||||
| Michel<br> Amar | |||||||
| Chairman<br> and CEO |
Exhibit 99.2
Digihost Announces Earnings Release Date &Releases Updated Investor Presentation
HOUSTON, Nov. 14, 2024 -- 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 the company will provide a summary of the Company’s unaudited financial results for the third quarter ended September 30, 2024 (all amounts in U.S. dollars, unless otherwise indicated) and a 2024 year-to-date update on its operations before market open on November 15, 2024. Additionally, The company will host a conference call to discuss third-quarter 2024 results on November 15, 2024, at 8:30 AM ET. Digihost’s executives will review the Company’s financial results for 3Q24 and provide more updates on the company’s state. Results will be shared via media release and on the company’s website at www.digihostpower.com. The Conference call and webinar will begin at 8:30 A.M ET. The conference call can be accessed by dialing the numbers below, or guests can utilize the Call Me link.
1-877-407-9039 or 1-201-689-8470.
Call me: https://callme.viavid.com/viavid/?callme=true&passcode=13750233&h=true&info=company&r=true&B=6
Additionally, the company has released a new investor presentation in anticipation of the call, which will be referenced during the earnings call on November 15^th^.
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:
Digihost Technology Inc.
www.digihostpower.com
Digihost Investor Relations
T: 888-474-9222
Email: IR@digihostpower.com
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 aboutpotential further improvements to profitability and efficiency across mining operations, including, as a result of the Company’sexpansion efforts, potential for the Company’s long-term growth, and the business goals and objectives of the Company. Factors thatcould cause actual results to differ materially from those described in such forward-looking information include, but are not limitedto: future capital needs and uncertainty of additional financing; share dilution resulting from equity issuances; risks relating to thestrategy of maintaining and increasing Bitcoin holdings and the impact of depreciating Bitcoin prices on working capital; 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; a decrease in cryptocurrency pricing, volume oftransaction activity or generally, the profitability of cryptocurrency mining; further improvements to profitability and efficiency maynot 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 profitabilityof the Company’s power plant; the digital currency market; the Company’s ability to successfully mine digital currency onthe cloud; the Company may not be able to profitably liquidate its current digital currency inventory, or at all; a decline in digitalcurrency prices may have a significant negative impact on the Company’s operations; the volatility of digital currency prices; andother related risks as more fully set out in the Annual Information Form of the Company and other documents disclosed in the Company’sfilings 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-lookinginformation 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’sability to profitably liquidate its digital currency inventory as required; historical prices of digital currencies and the ability ofthe Company to mine digital currencies on the cloud will be consistent with historical prices; the ability to maintain reliable and economicalsources of power to run its cryptocurrency mining assets; the negative impact of regulatory changes in the energy regimes in the jurisdictionsin which the Company operates; and there will be no regulation or law that will prevent the Company from operating its business. The Companyhas also assumed that no significant events occur outside of the Company’s normal course of business. Although the Company believes thatthe assumptions inherent in the forward-looking information are reasonable, forward-looking information is not a guarantee of future performanceand accordingly undue reliance should not be put on such information due to the inherent uncertainties therein. The Company undertakesno obligation to revise or update any forward-looking information other than as required by law.
PDF available: http://ml.globenewswire.com/Resource/Download/b2457460-92c7-41e7-ba00-d457ddf01f41