DIGI POWER X Inc. (NASDAQ: DGXX) increases ATM capacity to $175M

Rhea-AI Filing Summary

DIGI POWER X Inc. supplements its at-the-market program to increase the maximum offering capacity to $175,000,000 of subordinate voting shares under an amended ATM Agreement. The supplement notes the ATM includes a prior $75,000,000 tranche, of which $72,363,650 had been sold before this supplement.

The company sells SV Shares through A.G.P./Alliance Global Partners as sales agent at a 3.0% commission. The SV Shares trade on Nasdaq under the symbol DGXX, with the last reported Nasdaq sale price of $6.19 per share.

Insights

Capital Markets Strategist

ATM capacity increased to $175M; prior tranche largely deployed.

The amendment raises the total at-the-market selling capacity to $175,000,000, expanding the issuer's option to raise incremental capital by selling SV Shares into the market under the ATM Agreement.

Cash-flow treatment and timing depend on actual sales; A.G.P. acts as sales agent with a 3.0% commission and is deemed an underwriter for purposes of liability and indemnification.

Key Figures

ATM capacity: $175,000,000 Prior tranche coverage: $75,000,000 Prior tranche sold: $72,363,650 +3 more

6 metrics

ATM capacity $175,000,000 total SV Shares eligible under the amended ATM Agreement

Prior tranche coverage $75,000,000 amount covered by the First ATM Prospectus Supplement

Prior tranche sold $72,363,650 amount of the prior $75,000,000 tranche sold prior to this supplement

Sales agent commission 3.0% commission payable to A.G.P. on gross sales price per share

Last Nasdaq sale price $6.19 last sale price per SV Share on Nasdaq as of the trading day before filing

Last Cboe sale price C$8.39 last sale price per SV Share on Cboe Canada as of the trading day before filing

Key Terms

at the market offerings, ATM Agreement, underwriter

3 terms

at the market offerings financial

"transactions that are deemed to be “at the market offerings” as defined in Rule 415"

At-the-market offerings are a way for a company to raise cash by selling newly issued shares directly into the open market at the current trading price through a broker, rather than in a single large sale. Think of it like topping up a gas tank a little at a time at whatever the pump price is; it gives the company flexibility to raise money when conditions are favorable but can increase the number of shares outstanding and dilute existing investors, and frequent or large sales can put downward pressure on the stock price.

ATM Agreement legal

"Amended and Restated Sales Agreement by and between us and A.G.P., dated April 9, 2026"

An at-the-market (ATM) agreement lets a company sell newly issued shares directly into the public market over time through a broker, rather than selling a large block all at once. Investors care because it provides a flexible way for the company to raise cash when needed, but it can increase the number of shares outstanding gradually and put downward pressure on the stock price if sales are large relative to normal trading—similar to adding more product to a store shelf while customers are buying.

underwriter regulatory

"A.G.P. will be deemed to be an “underwriter” within the meaning of the Securities Act"

An underwriter is a financial firm that evaluates, guarantees and helps sell a new security offering—such as a stock or bond—by buying the issue from the issuer and reselling it to investors or organizing the sale. Think of them as a bridge or safety net: they take on the risk, set the price, handle marketing and paperwork, and their work determines how much money a company can raise and how smoothly the offering reaches the market.

Offering Details

ATM

Offering

Offering Type ATM

Filed Pursuant to Rule 424(b)(5)

Registration No. 333-294953

PROSPECTUS SUPPLEMENT

(To prospectus dated April 15, 2026 and

prospectus supplement dated April 15, 2026)

DIGI POWER X INC.

Up to $175,000,000 of

Subordinate Voting Shares

This prospectus supplement supplements certain information contained in the prospectus supplement (the “First ATM Prospectus Supplement”) and its accompanying prospectus, each dated April 15, 2026 (the “Base Prospectus” and together with the First ATM Prospectus Supplement, this prospectus supplement, and the information incorporated by reference herein and therein, the “ATM Prospectus”), relating to the offer and sale of our subordinate voting shares, no par value (the “SV Shares”), through A.G.P./Alliance Global Partners (“A.G.P.”), as sales agent, in transactions that are deemed to be “at the market offerings” as defined in Rule 415 promulgated under the Securities Act of 1933, as amended, pursuant to the Amended and Restated Sales Agreement by and between us and A.G.P., dated April 9, 2026 (as amended, the “ATM Agreement”).

You should carefully read the entire ATM Prospectus, including this prospectus supplement, and all filings previously filed by us, and to be filed by us after the date hereof, with the Securities and Exchange Commission (the “SEC”) that are incorporated herein by reference, before investing in our SV Shares.

We are filing this prospectus supplement to the ATM Prospectus to increase the maximum amount of SV Shares that we are eligible to sell pursuant to the ATM Agreement. Under the ATM prospectus, as supplemented by this prospectus supplement, we may offer and sell up to a total of $175,000,000 of SV Shares pursuant to the ATM Agreement, which includes the $75,000,000 of SV Shares covered by the First ATM Prospectus Supplement (of which $72,363,650 have been sold prior to the date of this prospectus supplement).

A.G.P. will be entitled to compensation at a commission rate of 3.0% of the gross sales price per share sold pursuant to the terms of the ATM Agreement. See “Plan of Distribution” beginning on page S-9 of the First ATM Prospectus Supplement for additional information regarding the compensation to be paid to A.G.P. In connection with the sale of our SV Shares on our behalf, A.G.P. will be deemed to be an “underwriter” within the meaning of the Securities Act, and the compensation of the A.G.P. will be deemed to be underwriting commissions or discounts. We also have agreed to provide indemnification and contribution to A.G.P. with respect to certain liabilities, including liabilities under the Securities Act and the Securities Exchange Act of 1934, as amended.

The SV Shares are traded on the Nasdaq Capital Market (“Nasdaq”) under the symbol “DGXX” and on Cboe Canada (“Cboe”) under the symbol “DGX.” The last sale price of the SV Shares on May 7, 2026, the last trading day immediately prior to the filing of this prospectus supplement, was $6.19 per share on Nasdaq and C$8.39 per share on Cboe.

Investing in our SV Shares is speculative and subject to significant risks. You should carefully consider the information set forth under the sections entitled “Risk Factors” in the ATM Prospectus and the documents incorporated by reference therein before investing in our SV Shares.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS SUPPLEMENT IS ACCURATE, TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

Sole Sales Agent

A.G.P.

The date of this prospectus supplement is May 8, 2026.

FAQ

What did DIGI POWER X (DGXX) file in this prospectus supplement?

They increased their ATM program capacity to $175,000,000. The supplement raises the total amount of subordinate voting shares available for sale under the amended ATM Agreement with A.G.P., adding to the previously disclosed $75,000,000 tranche.

How much of the prior ATM tranche was already sold by DIGI POWER X?

The filing states $72,363,650 of the prior $75,000,000 tranche had been sold. This quantity is reported in the prospectus supplement as sold prior to the date of the current supplement.

Who will sell the shares and what commission will be paid?

A.G.P./Alliance Global Partners will act as the sales agent and receive a 3.0% commission. The prospectus supplement describes A.G.P. as sales agent under the ATM Agreement and as an underwriter for liability purposes.

At what prices do DIGI POWER X SV Shares currently trade according to the filing?

The last reported sale price on Nasdaq was $6.19 per share and on Cboe Canada was C$8.39. These prices are stated as of the last trading day immediately prior to the filing date.