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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):
May 8, 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:
| o | Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b)) |
| o | 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 |
|
The Nasdaq Stock Market LLC |
|
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 May 8, 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 upsizing of the Company’s
at-the-market offering. A copy of the Material Change Report is attached as Exhibit 99.1 to this Current Report on Form 8-K (this “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 8.01. Other Events.
On May 8, 2026, the Company filed with the Securities
and Exchange Commission (the “SEC”) a prospectus supplement to the base prospectus and the accompanying preliminary prospectus
supplement included in the Company’s registration statement on Form S-3 (File No. 333-294953), filed with the SEC on April 9, 2026
(the “Registration Statement”), covering the offer and sale from time to time of up to an aggregate of $175,000,000 of shares
of the Company’s common stock, no par value per share (“Shares”), which includes the $75,000,000 of Shares covered
by the prior prospectus supplement (of which $72,363,650 have been sold prior to the date of this 8-K).
A copy of the legal opinion of MLT Aikins LLP
relating to the validity of the Shares is filed herewith as Exhibit 5.1 and is incorporated herein by reference, and is filed with reference
to, and is hereby incorporated by reference into, the Registration Statement.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number |
|
Description |
| 5.1 |
|
Opinion of MLT Aikins LLP |
| 23.1 |
|
Consent of MLT Aikins LLP (contained in Exhibit 5.1) |
| 99.1 |
|
Material Change Report, dated May 8, 2026 |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: May 8, 2026 |
|
|
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
May 8, 2026
Item 3 News Release
The press release attached as Schedule “A” was released
on May 8, 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 Instrument
51-102
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
May 8, 2026
SCHEDULE
“A”
DIGI POWER X INC.
Nasdaq: DGXX | Cboe Canada: DGX
A Vertically
Integrated AI Infrastructure Company
Digi Power X Announces Upsizing of At-the-Market
Offering Program
MIAMI, FL – May 8, 2026 – Digi
Power X Inc. (Nasdaq: DGXX / Cboe Canada: DGX) (the “Company”), an AI data center infrastructure operator, today announced
the upsizing by US$100 million of the previously announced “at-the-market” equity offering program (the “ATM Equity
Program”) established with A.G.P./Alliance Global Partners (the “Agent”) pursuant to an amended and restated
sales agreement dated April 9, 2026 (the “ATM Agreement”).
On May 8, 2026, the Company filed a prospectus
supplement to increase the size of the ATM Equity Program pursuant to which the Company may offer and sell, from time to time through
the Agent, subordinate voting shares of the Company (“SV Shares”) having an aggregate offering price of up to US$175
million. Sales of SV Shares, if any, in the ATM Equity Program are anticipated to be made in transactions that are deemed to be “at
the market offerings” as defined in Rule 415(a)(4) under the U.S. Securities Act of 1933, as amended, directly on the Nasdaq Capital
Market or another trading market for the SV Shares in the United States at the market price prevailing at the time of each sale. No SV
Shares will be offered or sold under the ATM Equity Program in Canada, to anyone known by the Agent to be a resident of Canada or over
or through the facilities of Cboe Canada or any other exchange or market in Canada. The ATM Equity Program may be terminated by either
party at any time.
The Company intends to use the net proceeds of
the ATM Equity Program, if any, primarily for general corporate purposes, including funding ongoing operations and/or working capital
requirements, completing construction on the Company’s Tier 3 data center facilities, repaying indebtedness outstanding from time
to time, and completing potential acquisitions to expand power infrastructure capacity and build out its planned AI and HPC network.
For additional information on the ATM Equity Program,
please see the Company’s press releases of May 30, 2025, November 18, 2025 and April 9, 2026.The prospectus supplement is available
on the SEC’s EDGAR website at www.sec.gov/EDGAR.
This news release does not constitute an offer
to sell or the solicitation of an offer to buy securities in the United States or in any jurisdiction where the offer, sale or solicitation
would be unlawful. The SV Shares referred to in this news release may not be offered or sold in the United States absent registration
or an applicable exemption from registration.
About Digi Power X
Digi Power X is an AI infrastructure company,
operating a vertically integrated portfolio of power assets and data center capacity across Alabama, New York, and North Carolina, with
approximately 400 MW of secured power across its sites. The Company’s NeoCloudz platform delivers GPU-as-a-Service on dedicated, bare
metal NVIDIA infrastructure. For more information, visit www.digipowerx.com.
Investor Relations
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. Cboe Canada does not accept 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 statements regarding
the business of the Company. In some cases, you can identify forward-looking statements by terms such as “may,” “will,”
“should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “targets,”
“goals,’ “projects,” “contemplates,” “believes,” “estimates,” “forecasts,”
“predicts,” “potential” or “continue” or the negative of these terms or other similar expressions. The forward-looking
information is subject to a variety of known and unknown risks, uncertainties and other important factors that may cause our actual results,
performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the
forward-looking statements, including, but not limited to: future capital needs and uncertainty regarding the Company’s ability
to raise additional capital; costs associated with the development, manufacturing and deployment of AI infrastructure; global demand for
AI computing infrastructure; further improvements to profitability and efficiency may not be realized; and other related risks, some of
which are more fully set out in the Company’s annual report on Form 10-K for the year ended December 31, 2025 and other documents
disclosed in the Company’s filings at www.sedarplus.ca and in the Company’s annual, quarterly and current reports filed with
the SEC on its website, 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. 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 law.
