8-K
Digi Power X Inc. (DGXX)
UNITED STATESSECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) ofthe
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 20, 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 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 communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement 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 of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Subordinate Voting Shares | DGXX | Nasdaq 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 February 20, 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 closing of the Company’s settlement with H.C. Wainwright & Co., LLC. 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<br><br> <br>Number | Description |
|---|---|
| 99.1 | Material Change Report dated February 20, 2026 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| 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 hereunto duly authorized.
| DIGI POWER X INC. | |||
|---|---|---|---|
| By: | /s/ Michel Amar | ||
| Name: | Michel Amar | ||
| Title: | Chief Executive Officer | ||
| Date: February 20, 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 |
|---|
February 20, 2026
| Item 3 | News Release |
|---|
The press release attached as Schedule “A” was released on February 20, 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 |
|---|
February 20, 2026
SCHEDULE“A”
Digipower X Announces Closing of Settlement
This news release constitutes a “designatednews release” for the purposes of the Company’s amended and restated prospectus supplement dated November 18, 2025, to itsshort form base shelf prospectus dated May 15, 2025.
Miami, FL – February 20, 2026 – Digi Power X Inc. (“Digipower X” or the “Company”) (Nasdaq: DGXX / TSXV: DGX), a vertically integrated AI infrastructure company focused on the deployment of Tier-3 modular data centers powered by owned and controlled energy assets, announces that its settlement, previously announced on January 9, 2026 (the “Settlement”), has closed. The Settlement received final approval by the TSX Venture Exchange on February 17, 2026. In connection with the Settlement, the Company issued a warrant exercisable for up to an aggregate of 269,231 of the Company’s subordinate voting shares at a price of US$2.85 per share for a period of five years from the date of issuance.
Stock Option Grant
The Company also announces the grant of a total of 200,000 stock options (the “Stock Options”) to certain directors of the Company in accordance with the Company’s stock option plan (the “Plan”). A total of 100,000 Stock Options are exercisable into subordinate voting shares of the Company at a price of US$2.60 per share and 100,000 Stock Options are exercisable into subordinate voting shares of the Company at a price of US$6.00 per share, with an expiry of January 30, 2031. The Stock Options vest fully on the date of grant and are subject to the terms and conditions of the Plan and the policies of the TSX Venture Exchange.
About Digipower X
Digipower X is an innovative energy infrastructure company that develops Tier III-certified modular AI data centers and drives 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.
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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 the Company’s expectations concerning the potential contributions by our new advisor to the Company’s strategicefforts, the potential further improvements to profitability and efficiency across the Company’s operations, including, as a resultof the Company’s expansion efforts, potential for the Company’s long-term growth and clean energy strategy, and the businessgoals and objectives of the Company. Factors that could cause actual results to differ materially from those described in such forward-lookinginformation include, but are not limited to: delivery of equipment and implementation of systems may not occur on the timelines anticipatedby 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 workingcapital; statements regarding the timing, scale and expansion of AI and high-performance computing infrastructure; changes in demand forAI and high-performance computing; future data center capacity may not be realized at the level anticipated by the Company, or at all;development of additional facilities and installation of infrastructure to expand operations may not be completed on the timelines anticipatedby the Company, or at all; ability to access additional power from the local power grid; the Company may not be able to profitably liquidateits current digital currency inventory, or at all; a decline in digital currency prices may have a significant negative impact on theCompany’s operations; the volatility of digital currency prices; and other related risks as more fully set out in the Annual InformationForm of the Company and other documents disclosed under the Company’s filings at www.sedarplus.caand www.SEC.gov/EDGAR. The forward-looking information in this news release reflects the currentexpectations, assumptions and/or beliefs of the Company based on information currently available to the Company. In connection with theforward-looking information contained in this news release, the Company has made assumptions about, among other things, profitable useof the Company’s assets going forward; the demand for data center capacity for AI and high-performance computing; and there willbe no regulation or law that will prevent the Company from operating its business. The Company has also assumed that no significant eventsoccur outside of the Company's normal course of business. Although the Company believes that the assumptions inherent in the forward-lookinginformation are reasonable, forward-looking information is not a guarantee of future performance and accordingly undue reliance shouldnot be put on such information due to the inherent uncertainties therein. The Company undertakes no obligation to revise or update anyforward-looking information other than as required by applicable law.
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