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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): June 3, 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 June 3, 2026, Digi Power X Inc. (the “Company”) filed
with the Canadian Securities Regulatory Authorities on the System for Electronic Data Analysis and Retrieval + a press release (the “Press
Release”) providing, among other announcements, an operations and financial update. A copy of the Press Release 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 | |
Press Release dated June 3, 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: June 3, 2026 |
|
Exhibit 99.1
DIGI
POWER X INC.
Nasdaq:
DGXX | Cboe Canada: DGX
A
Vertically Integrated AI Infrastructure Company
Digi
Power X Secures NVIDIA Vera Rubin Systems, Advancing its AI Infrastructure and Strengthening the NeoCloudz Platform
MIAMI,
FL – June 3, 2026 – Digi Power X Inc. (Nasdaq: DGXX / Cboe Canada: DGX) (the “Company” and “Digi Power
X”), an AI data center infrastructure operator, today announced a $35 million commitment to purchase NVIDIA’s next-generation
Vera Rubin platform to expand its NeoCloudz GPU-as-a-Service business, and provided an update on operations and its financial position.
NVIDIA
Vera Rubin Purchase
The
Company has committed $35 million to acquire NVIDIA Vera Rubin systems – NVIDIA’s rack-scale successor to Blackwell, pairing
Rubin GPUs (288GB HBM4) with the 88-core Vera CPU over NVLink 6. Initial deployment is targeted for Q1 2027, subject to NVIDIA’s
production and delivery schedule. The Company intends to fund the purchase from cash on hand and to offer the capacity through NeoCloudz.
Operations
Update
| ● | Flagship
buildout on track. Development of the Company’s purpose-built AI data center campus
continues on schedule, with Phase 1 (15 MW of IT load) targeting a ready-for-service date
of December 15, 2026 and full 40 MW deployment targeted by the end of the first fiscal quarter
of 2027. The dedicated on-site substation serving Phase 1 is complete, grid interconnection
has been finalized, and a power delivery agreement with the local utility is in place. |
| ● | All
long-lead equipment secured. The Company has secured commitments for all major long-lead
equipment required for the Phase 1 buildout, including critical electrical and switchgear
infrastructure. Securing this equipment removes a key schedule risk and supports the Company’s
targeted ready-for-service timeline. |
| ● | NeoCloudz
live and generating AI revenues. The Company’s NeoCloudz GPU-as-a-Service platform
has been successfully processing AI workloads on its deployed fleet of NVIDIA B200 and B300
GPUs continuously since May 15, 2026, and recognized its first AI related revenues in May
2026. |
| ● | Project
financing moving forward. Consistent with its previously stated objective of funding
expansion through non-dilutive debt where possible, the Company is arranging project-level
financing to support its data center buildout. The Company expects to provide further details
upon execution of definitive documentation. |
| ● | Strong,
self-funded financial position. In addition to the expected project financing, the Company
continues to fund its expansion from its own resources, maintaining a strong cash position
with capital deployed into the Alabama site year-to-date. See the comments from the Company’s
Chief Financial Officer below. |
“We
are funding this expansion from a position of real strength,” said Paul Ciullo, Chief Financial Officer of Digi Power X. “As
of June 3, 2026, the Company had approximately $150 million in cash and cash equivalents, with roughly $65 million of capital already
deployed into our Alabama site year-to-date, entirely from our own resources. We continue to focus on advancing our growth plan without
compromising our balance sheet as we finalize project-level financing for the next phase.”
“To
support our growth, we are investing in the people who will scale this platform,” said Alec Amar, President of Digi Power X. “Alongside
our Chief Technology Officer, Jagan Jeyapaul, we are building out our engineering and operations team at our new Silicon Valley office,
placing us at the center of the AI ecosystem and closer to the customers, partners, and talent driving the next phase of our growth.”
Datacloud
Global Congress 2026
The
Company is also pleased to announce that CEO Michel Amar and President Alec Amar are attending the Datacloud Congress 2026 Conference
this week in Cannes, France, a premier digital infrastructure event bringing together representatives from major hyperscalers, data center
operators, cloud providers, investors, and energy companies.
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. 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 Agreement, including expected TCV from the Agreement during its term,
and goals, expectations and targets for the business of Digi Power X. 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: risks relating
to construction and equipment delivery; delivery of deployment of equipment may not occur on the timelines anticipated by the Company,
or at all; financing availability and terms; counterparty performance; permitting and interconnection, regulatory matters, and general
economic and market conditions; Phase 2 deployment of the Company’s purpose-built AI data center campus is conditioned on the Company
securing adequate financing, and there can be no assurance that financing will be completed on the terms contemplated or at all; that
any additional commercial agreements under discussion will be entered into, or that the West Virginia or upstate New York opportunities
will be realized; 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.
