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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 4, 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 |
|
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 1.01. Entry into a Material Definitive
Agreement.
On May 4, Digi Power X Inc. (the “Company”)
entered into a Data Center Colocation and Master Services Agreement (the “Agreement”) with Cerebras Systems Inc. (“Cerebras”)
to deploy at total of approximately 40 megawatts (“MW”) for AI computing at the Company’s AI data center campus in Columbiana,
Alabama (the “Facility”). Pursuant to the Agreement, Cerebras will hold an exclusive license to access the data center for
the duration of the Agreement. The Agreement has an initial term of ten (10) years (the “Initial Term”) from the later of
the two phase commencement dates (as described below). Additionally, the Agreement grants Cerebras the right to extend the Initial Term
for one or more additional periods of one (1), three (3), five (5), or seven (7) years (each, an “Extension”).
Pursuant to the Agreement, the total contract
value to the Company is approximately $1.1 billion in the initial term of the contract, with a total potential contract value to the Company
of approximately $2.5 billion, assuming one seven (7)-year Extension, in each case subject to the Company meeting its obligations under
the agreement. The Agreement provides for certain one-time payments by Cerebras in connection with Phase 1 and Phase 2 construction, as
well as a monthly colocation fee to paid by Cerebras for Phase 1 and Phase 2 (a portion of which is to be prepaid), based upon the number
of kilowatts delivered.
The Agreement requires the Company to construct,
equip, and commission two phases of the colocation space at the Facility, with Phase 1 (15 MW) ready-for-service date targeted at December
15, 2026 and with full deployment in Phase 2 (40 MW) targeted by the end of the first fiscal quarter of 2027. The additional 25 MW of
load capacity in Phase 2 is conditioned on the Company securing adequate financing for Phase 2 operations.
The Agreement also contains various other customary
terms and conditions, including representations and warranties, service and service credit, penalty, termination, indemnification, confidentiality,
and limitation of liability provisions.
The foregoing description of the Agreement does
not purport to be complete and is qualified in its entirety by reference to the redacted text of the Agreement, a copy of which is filed
(with certain portions redacted in accordance with Item 601(b)(10)(iv) of Regulation S-K and certain schedules and exhibits omitted in
accordance with Item 601(b)(2) of Regulation S-K) as Exhibit 10.1 hereto and incorporated by reference herein.
Item 7.01. Regulation FD Disclosure.
On May 8, 2026, 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 entry into the Agreement. 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 |
| 10.1*# |
|
Data Center Colocation and Master Services Agreement, by and between the Company and Cerebras Systems Inc., dated May 4, 2026 |
| 99.1 |
|
Material Change Report, dated May 8, 2026 (furnished herewith) |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| * | Portions of this exhibit have been redacted in accordance with
Regulation S-K Item 601(b)(10)(iv). The Company agrees to furnish supplementally an unredacted copy of the exhibit to the SEC upon its
request. |
| # | Schedules and exhibits have been omitted pursuant to Regulation
S-K Item 601(b)(2). The Company agrees to furnish supplementally the omitted schedules and exhibits to the SEC upon its request. |
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 4, 2026
Item 3 News Release
The press release attached as Schedule “A” was released
on May 5, 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@digipowerx.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 Signs AI Colocation Agreement with
Leading AI Compute Company for 40 MW Data Center in Columbiana, Alabama
MIAMI, FL – May 5, 2026 – Digi
Power X Inc. (Nasdaq: DGXX / Cboe Canada: DGX) (the “Company” or “Digi Power X”), an AI data center infrastructure
operator, today announced the execution of a Master Services Agreement (the “Agreement”) with Cerebras Systems (the “Customer”)
for the colocation of a purpose-built, 40 megawatt (“MW”) AI data center campus located in Columbiana, Alabama (the “Facility”).
The initial 10-year term is valued at approximately
$1.1 billion, with total potential contract value of up to $2.5 billion inclusive of renewal terms – underpinned by a structure
that provides Digi Power X with long-term revenue visibility, and Cerebras with guaranteed data center capacity, from the first day of
service.
Digi Power X will develop and deliver the Facility
in two phases: Phase 1 comprising 15 MW of IT load, followed by Phase 2 delivering an incremental 25 MW for a combined total of 40 MW.
The Facility will be purpose-built to Tier III infrastructure standards optimized for the high-density thermal requirements of next-generation
AI accelerator hardware.
This Agreement reflects the deep commitment that
both companies are making to the Columbiana campus – a facility designed from the ground up around the power density and reliability
demands of frontier AI compute.
“This agreement is transformational for
Digi Power X. Signing a $1.1 billion anchor contract with a premier AI compute company is validation of everything we have built –
our team, our sites, our infrastructure capabilities, and our vision for what a next-generation data center operator looks like. We are
no longer building toward the top tier of this industry. We are in it.”
— Michel
Amar, Chairman & Chief Executive Officer, Digi Power X Inc.
|
Immediate Construction & Accelerated Deployment
Digi Power X will commence construction immediately
on Phase 1, reflecting the Company’s readiness across power, site development and long-lead equipment procurement.
| Initial Deployment | |
40MW critical IT load |
| Construction Start | |
Immediate |
| Phase 1 Ready-for-Service | |
Targeted December 15, 2026 |
| Full Deployment | |
Targeted by end of Q1 2027 |
The Columbiana, Alabama campus was selected for
its access to robust power infrastructure, a favorable regulatory environment, and proximity to major fiber corridors serving the southeastern
United States. Digi Power X owns the underlying real property, providing a balance-sheet-backed development platform that differentiates
the Company from lease-dependent competitors.
The Company has already completed construction
of the dedicated on-site substation serving Phase 1, with grid interconnection finalized and a power delivery agreement in place with
Alabama Power – minimizing two of the most significant development risk factors typically associated with large-scale data center
projects and positioning the Columbiana campus for an accelerated construction timeline.
Digi Power X plans to commence site development
immediately and targets Phase 1 Ready-for-Service in December 2026, with Phase 2 delivery to follow. Phase 1 construction is being self-funded
by the Company, reflecting Digi Power X’s financial commitment to the Columbiana campus and its confidence in the long-term value
of this partnership.
“This
deal is a statement. Closing a contract of this magnitude with one of the prominent emerging companies of the AI era signals Digi Power
X is a serious player operating at the highest level. This is the kind of landmark transaction that we believe will open the door to
additional sophisticated tenants, lenders, and partners.”
— Alec
Amar, President, Digi Power X Inc.
|
“The
buildout of high-density AI infrastructure is one of the defining challenges of our generation, on the scale of the rollout of 4G and
5G that transformed global connectivity. This agreement reflects Digi Power X’s vision, the strength of its team, and its ability
to execute as a foundational player. I’m proud to be part of what Digi Power X is building.”
— Hans
Vestberg, Senior Advisor, Digi Power X Inc.; Former Chairman and CEO, Verizon Communications; Member, Board of Directors, BlackRock
|
Strategic Significance
The Agreement is expected to be a core driver
of Digi Power X’s forward revenue growth.
| ● | Revenue commencement: Expected late 2026. |
| ● | Full revenue ramp: Upon completion of full deployment, targeted in Q1 2027. |
| ● | Upside: Customer expansion option for an additional $1.4 billion. |
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 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: changes to or modification of the Agreement in the future; 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; construction execution risks and delays in long-lead equipment delivery; 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.
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