Digi Power X (NASDAQ: DGXX) signs AI infra LOI with Omnis Pleasants

Rhea-AI Filing Summary

Digi Power X Inc. reported that it has entered into a non-binding Letter of Intent with Omnis Pleasants LLC to pursue a strategic partnership focused on large-scale artificial intelligence and high-performance computing infrastructure. The arrangement is at the letter-of-intent stage, meaning key terms can still change and the parties are exploring the opportunity rather than committing to a completed deal.

The company also filed a material change report with Canadian securities regulators that includes the related press release, which is attached as Exhibit 99.1 to this report and incorporated by reference. The disclosure is furnished under Regulation FD, so it is not treated as filed for liability purposes under the U.S. Exchange Act unless specifically incorporated into another document.

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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):  January 7, 2026

Digi Power X Inc.

(Exact name of registrant as specified in its charter)

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 January 7, 2026, the Registrant 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 Registrant’s entry into a non-binding Letter of Intent with Omnis Pleasants LLC to pursue a strategic partnership supporting large-scale AI and high-performance computing infrastructure. 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 January 7, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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: January 7, 2026

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FAQ

What did Digi Power X Inc. (DGXX) disclose in this Form 8-K?

Digi Power X Inc. disclosed that it filed a material change report in Canada that includes a press release about entering a non-binding Letter of Intent with Omnis Pleasants LLC for a potential strategic partnership.

What is the strategic partnership Digi Power X is exploring with Omnis Pleasants LLC?

The non-binding Letter of Intent outlines plans to pursue a strategic partnership supporting large-scale AI and high-performance computing infrastructure, indicating a focus on advanced computing capabilities.

Is the Letter of Intent between Digi Power X and Omnis Pleasants LLC binding?

No. The document specifically describes the Letter of Intent as non-binding, meaning it expresses intentions to work toward a partnership but does not obligate either party to complete a final agreement.

What is included in Exhibit 99.1 to Digi Power X’s 8-K?

Exhibit 99.1 is a Material Change Report dated January 7, 2026, filed with Canadian Securities Regulatory Authorities, which includes a copy of the press release announcing the non-binding Letter of Intent.

How is the information in this Digi Power X 8-K treated under U.S. securities laws?

The information in Item 7.01 and Exhibit 99.1 is being furnished, not filed, so it is not subject to Section 18 liability under the Exchange Act and is only incorporated into other filings if specifically referenced.

Does this Digi Power X 8-K report new financial results?

The report focuses on the non-binding Letter of Intent and the related material change report and press release; the described sections do not present new financial statements or earnings data.