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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) |
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 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 |
April 20, 2026
The press release attached as Schedule “A” was released
on April 20, 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.
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
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.
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.
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.
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