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Digi Power X (Nasdaq: DGXX) wins $19.6M SubQ AI GPU rental deal

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Digi Power X Inc. has signed its first contracted AI revenue deal, a bare metal GPU rental agreement with SubQ AI. The 24‑month contract, effective May 15, 2026, has an expected total contract value of approximately $19.6 million and includes an upfront payment of about $2.95 million, or 15% of the total. Digi Power X will provide SubQ exclusive, dedicated access to a fleet of latest‑generation NVIDIA Blackwell GPUs via its NeoCloudz GPU‑as‑a‑Service platform at the company’s AI data center.

Positive

  • First contracted AI revenue and platform launch: The SubQ AI agreement establishes Digi Power X’s first contracted AI revenue, with an expected total contract value of about $19.6 million over 24 months, and marks the official commercial launch of its NeoCloudz bare metal GPU‑as‑a‑Service platform.

Negative

  • None.

Insights

Digi Power X secures a $19.6M, 24‑month AI GPU contract, marking its first AI revenue.

Digi Power X has entered a 24‑month bare metal GPU rental agreement with SubQ AI, with expected total contract value of approximately $19.6 million. The contract becomes effective on May 15, 2026 and includes an upfront payment of about $2.95 million, or 15% of the total.

The deal uses Digi Power X’s NeoCloudz GPU‑as‑a‑Service platform, providing SubQ dedicated access to latest‑generation NVIDIA Blackwell GPUs in a Rated 3 data center. Management describes this as its first contracted AI revenue and the commercial launch of NeoCloudz.

SubQ’s CEO notes a roadmap to scale to several thousand GPUs over the next few quarters, while Digi Power X highlights approximately 400 MW of secured power across sites in Alabama, New York, and North Carolina. Actual growth will depend on execution under the Agreement and any future contracts.

Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Total Contract Value ≈$19.6 million Expected total contract value over 24 months for SubQ AI agreement
Upfront Payment ≈$2.95 million Upfront payment equal to 15% of total contract value
Contract Term 24 months Agreement term commencing May 15, 2026
Contract Effective Date May 15, 2026 Effective date of bare metal GPU rental agreement with SubQ AI
Secured Power Capacity ≈400 MW Approximate secured power across Digi Power X sites in Alabama, New York, North Carolina
GPU Type NVIDIA Blackwell (192 GB HBM3e) Latest-generation GPU fleet provided under the Agreement
bare metal GPU rental agreement technical
"announced that it has entered into a bare metal GPU rental agreement (the “Agreement”) with SubQ AI"
Total Contract Value financial
"The 24-month contract carries an expected total contract value (“TCV”) of approximately $19.6 million"
Total contract value is the full dollar amount a company expects to receive from a customer under a contract over its entire life, including recurring charges, one-time fees and any guaranteed add‑ons. Investors use it like a deal’s headline price to gauge the size of future revenue tied to sales, but it can overstate near‑term cash because it bundles multi‑year payments into one number—think of it as the sticker price on a multi‑year subscription.
GPU-as-a-Service technical
"through NeoCloudz, Digi Power X’s GPU-as-a-Service platform, at the Company’s AI data center"
GPU-as-a-Service is a pay-as-you-go model that lets businesses rent powerful graphics processing units (GPUs) over the internet instead of buying the hardware outright. It matters to investors because it lowers upfront costs and speeds time-to-market for companies using AI, data analysis, or 3D rendering—similar to renting a high-performance car for a specific trip rather than owning one—and can make firms more flexible, scalable, and capital-efficient.
Rated 3 standards technical
"the facility is engineered to Rated 3 standards, with redundant utility feeds"
forward-looking information regulatory
"this news release contains “forward-looking information” and “forward-looking statements”"
Forward-looking information are predictions, plans, estimates or expectations about a company’s future performance, results or events, such as sales forecasts, project timelines, or anticipated costs. It matters to investors because these statements guide expectations but rely on assumptions and uncertain factors—like a weather forecast for a business—so investors should treat them as informed guesses rather than guarantees and consider the risks and possible changes behind the numbers.
material change report regulatory
"filed with the Canadian Securities Regulatory Authorities on the System for Electronic Data Analysis and Retrieval + a material change report"
A material change report is a public notice that a company must file and share whenever new information or an event is significant enough to likely influence an investor’s decision. Think of it like an urgent update board that tells shareholders about big shifts—such as major deals, leadership changes, sudden losses, or legal issues—so investors can reassess risk and value with the same facts everyone else has.
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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):  April 20, 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 7.01. Regulation FD Disclosure.

 

On April 20, 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 entry into a bare metal GPU rental agreement with SubQ AI. 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 April 20, 2026
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

1

 

 

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: April 20, 2026    

 

 

2

 

 

Exhibit 99.1

 

FORM 51-102F3

MATERIAL CHANGE REPORT

 

Item 1Name and Address of Company

 

Digi Power X Inc.

218 NW 24th Street, 2nd Floor

Miami, Florida, 33127

 

Item 2Date of Material Change

 

April 20, 2026

 

Item 3News Release

 

The press release attached as Schedule “A” was released on April 20, 2026 through an approved Canadian newswire service.

 

Item 4Summary of Material Change

 

The material change is described in the press release attached as Schedule “A”.

 

Item 5Full Description of Material Change

 

The material change is described in the press release attached as Schedule “A”.

 

Item 6Reliance of subsection 7.1(2) of National Instrument 51-102

 

Not applicable.

 

Item 7 Omitted Information

 

Not applicable.

 

Item 8Executive 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 9Date of Report

 

April 20, 2026

 

 


SCHEDULE “A”

 

DIGI POWER X INC.

Nasdaq: DGXX | Cboe Canada: DGX

A Vertically Integrated AI Infrastructure Company

 

 

 

Digi Power X Signs First AI Revenue Contract — $19.6 Million, 24-Month SubQ AI Agreement, Validating Operational Launch of AI Factory

 

MIAMI, FL – April 20, 2026 – Digi Power X Inc. (Nasdaq: DGXX / Cboe Canada: DGX) (the “Company” and “Digi Power X”), a Miami-based AI infrastructure operator, today announced that it has entered into a bare metal GPU rental agreement (the “Agreement”) with SubQ AI (“SubQ”), a next-generation AI company. The 24-month contract carries an expected total contract value (“TCV”) of approximately $19.6 million and becomes effective May 15, 2026.

 

Under the term of the Agreement, Digi Power X will deliver exclusive, dedicated access to a fleet of the latest generation of NVIDIA Blackwell GPUs. These systems will be operated on a bare metal basis through NeoCloudz, Digi Power X’s GPU-as-a-Service platform, at the Company’s AI data center. The deployment follows NVIDIA reference architecture, and the facility is engineered to Rated 3 standards, with redundant utility feeds, N+1 UPS, and a CDU and chiller based two loop cooling architecture purpose built for high density accelerated compute.

 

Key Commercial Terms

 

Amounts in U.S. dollars (millions)

 

Term 24 months, commencing May 15, 2026
   
GPU Fleet Latest-generation NVIDIA Blackwell (192 GB HBM3e)
   
Total Contract Value ~$19.6 million
   
Upfront Payment ~$2.95 million (15% of TCV)

 

Management Statement

 

“This agreement with SubQ AI represents a major milestone for Digi Power X – our first contracted AI revenue and the official commercial launch of our NeoCloudz bare metal GPU-as-a-Service platform. We’ve built scalable, vertically integrated infrastructure and we’re moving at full speed. This deal is just the beginning. We intend to rapidly scale our relationship with SubQ AI and welcome additional high-growth AI customers onto our dedicated Blackwell fleet. We continue to advance discussions with additional hyperscale and frontier AI customers and expect to provide further operational updates in the coming weeks.”

 

— Alec Amar, President, Digi Power X Inc.

 

“This initial deployment is the first step in what we expect to be a much larger, long-term relationship with Digi Power X. said Justin Dangel, CEO of SubQ AI. Our roadmap calls for scaling to several thousand GPUs over the next few quarters as we advance our proprietary architecture, and the combination of NeoCloudz’s bare metal platform, the newest NVIDIA Blackwell silicon, and Digi Power X’s owned power and data center capacity gives us a credible runway to grow into that footprint with a single, trusted infrastructure partner.”

 

— Justin Dangel, Chief Executive Officer, SubQ AI

 

“Bringing our first GPU cluster online moves Digi Power X from building infrastructure to generating AI revenue. We’re evaluating a Silicon Valley presence to accelerate our AI infrastructure roadmap and hire senior AI engineers. This deployment is the foundation for scaling NeoCloudz into a leading GPU-as-a-Service platform.”

 

— Jagan Jeyapaul, Chief Technology Officer, Digi Power X Inc.  

 

1

 

Investor Highlights

 

First contracted AI revenue for Digi Power X. Marks operational commissioning of the Company’s AI factory and concrete commercial validation of the Company’s pivot to AI infrastructure.

 

Contracted, multi-year revenue. ~$19.6 million TCV over a 24-month term, with a 15% non-refundable upfront payment (~$2.95 million).

 

High-quality cash flow profile. Monthly invoicing payable Net-15.

 

Anchor customer for NeoCloudz. First named, multi-year bare metal deployment on Digi Power X’s NeoCloudz GPU-as-a-Service platform, validating the commercial thesis of dedicated GPU-as-a-Service.

 

Growth optionality. Digi Power X has already secured 10 pods of infrastructure capacity – approximately 4,000 NVIDIA Blackwell B300 GPUs – representing up to ~$120 million of potential annualized revenue at full deployment and utilization. SubQ’s publicly stated roadmap contemplates expansion to several thousand GPUs, aligned with Digi Power X’s capacity ramp.

 

Premium silicon. 100% latest-generation NVIDIA Blackwell GPUs with 192 GB HBM3e, on a high-speed InfiniBand / RoCE v2 fabric.

 

Vertical integration. Deployment sits inside a Digi Power X-owned, Rated 3-engineered facility with redundant utility feeds – preserving margin through owned power and owned real estate.

 

The Agreement is structured as a fully dedicated, non-virtualized bare metal deployment, giving SubQ root-level control and exclusive use of the contracted GPU fleet and the supporting high-speed InfiniBand/RoCE v2 fabric.

 

2

 

About Digi Power X

 

Digi Power X is a Miami-based 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.

 

About SubQ AI

 

SubQ AI is a next-generation artificial intelligence company developing proprietary architecture for scalable, efficient AI training and inference. For more information, visit www.subq.ai.

 

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; 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.

 

 

3

 

 

FAQ

What did Digi Power X (DGXX) announce in this Form 8-K?

Digi Power X reported a material change related to a new bare metal GPU rental agreement with SubQ AI. The accompanying Canadian material change report and press release describe the contract as the company’s first contracted AI revenue and the commercial launch of its NeoCloudz GPU-as-a-Service platform.

What are the key financial terms of Digi Power X’s SubQ AI agreement?

The SubQ AI agreement has an expected total contract value of about $19.6 million over 24 months. It includes an upfront payment of approximately $2.95 million, equal to 15% of the total contract value, with the remainder associated with ongoing GPU rental services.

When does the Digi Power X and SubQ AI GPU rental contract begin and how long is the term?

The GPU rental contract between Digi Power X and SubQ AI becomes effective on May 15, 2026. It has a 24-month term, providing SubQ with exclusive, dedicated access to Digi Power X’s latest-generation NVIDIA Blackwell GPU fleet throughout the contract period.

What technology and services will Digi Power X provide under the SubQ AI deal?

Digi Power X will deliver exclusive bare metal access to latest-generation NVIDIA Blackwell GPUs via its NeoCloudz platform. The systems run in a Rated 3 engineered data center, using redundant power, N+1 UPS, and a two-loop cooling architecture optimized for high-density accelerated compute workloads.

Why is the SubQ AI agreement significant for Digi Power X (DGXX)?

Management calls this agreement a major milestone, describing it as Digi Power X’s first contracted AI revenue and the official commercial launch of NeoCloudz. It shifts the company from solely building infrastructure to generating AI revenue using its dedicated, vertically integrated GPU and data center platform.

How does Digi Power X describe its broader AI infrastructure capabilities?

Digi Power X describes itself as a Miami-based AI infrastructure company with a vertically integrated portfolio of power assets and data center capacity in Alabama, New York, and North Carolina. It reports approximately 400 MW of secured power and offers GPU-as-a-Service through its NeoCloudz bare metal NVIDIA infrastructure.

Filing Exhibits & Attachments

4 documents