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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):
February 24, 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 24, 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 Company’s uplisting to
Cboe Canada. 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
Number |
|
Description |
| 99.1 |
|
Material Change Report dated February 24, 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: February 24, 2026 |
|
|
2
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 24, 2026
Item
3 News Release
The press release attached as Schedule “A” was released
on February 24, 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
February 24, 2026
SCHEDULE
“A”

Digipower X Announces
Uplisting to Cboe Canada
This news release constitutes a “designated
news release” for the purposes of the Company’s amended and restated prospectus supplement dated November 18, 2025, to its
short form base shelf prospectus dated May 15, 2025.
Miami, FL – February 24, 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, is pleased
to announce that it will be uplisting to Cboe Canada (“Cboe Canada”) effective at market open on February 27, 2026.
Following the uplisting from the TSX Venture Exchange (the “TSXV”) to Cboe Canada, the Company’s subordinate
voting shares (the “Shares”) will continue to trade under the symbol “DGX” on Cboe Canada, and the Shares
will continue to be listed on Nasdaq and trade under the symbol “DGXX”. The Company will remain a “reporting issuer”
under applicable Canadian securities laws through the transition from the TSXV to Cboe Canada.
Following the uplisting to Cboe Canada, the Shares
will no longer trade on the TSXV and will be voluntarily delisted from the TSXV, effective as of close of market on February 26, 2026.
Shareholders are not required to take any further action in connection with the Cboe Canada listing.
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 the Company should
be considered highly speculative. No stock exchange, securities commission or other regulatory authority has approved or disapproved the
information contained herein. Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies
of 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-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 information about
the Company’s planned uplisting of its subordinate voting shares on CBOE, expectations concerning the potential contributions by
our new advisor to the Company’s strategic efforts, the potential further improvements to profitability and efficiency across the
Company’s operations, including, as a result of the Company’s expansion efforts, potential for the Company’s long-term
growth and clean energy strategy, and the business goals and objectives of the 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 completion and timing of the
uplisting; delivery of equipment and implementation of systems may not occur on the timelines anticipated by 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 working capital; statements regarding
the timing, scale and expansion of AI and high-performance computing infrastructure; changes in demand for AI 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 anticipated by the Company, or at all; ability
to access additional power from the local power grid; the Company may not be able to profitably liquidate its current digital currency
inventory, or at all; a decline in digital currency prices may have a significant negative impact on the Company’s operations; the
volatility of digital currency prices; and other related risks as more fully set out in the Annual Information Form of the Company and
other documents disclosed under the Company’s filings 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-looking information contained in this news release, the Company has made assumptions about,
among other things, profitable use of the Company’s assets going forward; the demand for data center capacity for AI and high-performance
computing; and there will be no regulation or law that will prevent the Company from operating its business. The Company has also assumed
that no significant events occur outside of the Company's normal course of business. 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.