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:
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).
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.
On May 15, 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 relating to, among other items, the Company’s
financial results for the quarter ended March 31, 2026, a copy of which is furnished as Exhibit 99.1 hereto. The Material Change Report
did not include certain financial statements, related footnotes and certain other financial information that will be filed with the Securities
and Exchange Commission as part of the Company’s Quarterly Report on Form 10-Q.
On May 15, 2026, the Company will conduct a conference
call at 8:30 a.m. Eastern Time. The conference call will be open to all interested investors and can be accessed by dialing the numbers
below, or guests can utilize the Call Me link below: 1-877-407-9039 or 1-201-689-8470.
Call Me: https://callme.viavid.com/viavid/?callme=true&passcode=13750233&h=true&info=company&r=true&B=6
The information contained in this Item 2.02 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.
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.
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 15, 2026
Item
3 News Release
The press
release attached as Schedule “A” was released on May 15, 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@digihostblockchain.com
Item 9
Date of Report
May 15, 2026
SCHEDULE
“A”
DIGI
POWER X INC.
Nasdaq:
DGXX | Cboe Canada: DGX
A
Vertically Integrated AI Infrastructure Company
Digi
Power X Reports First Quarter 2026 Financial Results
NeoCloudz
GPU Cloud Live with First AI Revenues; Approximately $125 Million Cash Today with Zero Long-Term Debt; $45 Million YTD Capex Deployed
at Columbiana
MIAMI,
FL – May 15, 2026 – Digi Power X Inc. (Nasdaq: DGXX / Cboe Canada: DGX) (“Digi Power X” or the “Company”),
an AI data center infrastructure operator, today reported its financial and operating results for the first quarter ended March 31, 2026
(all amounts in U.S. dollars, unless otherwise indicated). The Company’s quarterly report on Form 10-Q, which includes unaudited
consolidated financial statements and management’s discussion and analysis (“MD&A”) for the quarter ended
March 31, 2026, has been filed and made accessible under the Company’s continuous disclosure profile on SEDAR+ at www.sedarplus.ca
and is also available on EDGAR at www.sec.gov/edgar.
First
Quarter 2026 Financial Highlights (three months ended March 31, 2026)
Amounts
in U.S. dollars (millions)
| ● | Net
loss of $(4.7) million, compared to $(1.6) million in Q1 2025, primarily reflecting pre-revenue
investment in AI infrastructure capacity, Phase 1 commissioning activity at Columbiana, and
growth in corporate headcount supporting the AI build program. |
| ● | Adjusted
EBITDA1 of $1.1 million, a $2.4 million
year-over-year improvement from $(1.3) million in Q1 2025; |
| ● | Working
capital of $67.2 million, a $68.0 million year-over-year increase from $(0.8) million
as at March 31, 2025; |
| ● | Cash
and cash equivalents of $73 million at quarter-end, with zero long-term debt; |
| ● | Net
fixed assets of $26.4 million, up 29% year-over-year from March 31, 2025, reflecting
capitalized investment at the Columbiana, Alabama facility; |
| ● | Revenue
of $6.8 million, compared to $9.3 million in Q1 2025, reflecting the planned wind-down
of legacy operations as the Company transitions to AI compute and colocation revenue. |
Operational
and Post-Quarter Highlights
| ● | NeoCloudz
GPU-as-a-Service is live: recognized first revenues in May 2026 from its initial fleet
of NVIDIA B200 and B300 GPUs deployed at the Columbiana, Alabama facility; |
| ● | Signed
a $1.1 billion, 10-year AI colocation agreement (the “Colocation Agreement”)
with a leading AI infrastructure company, securing long-term contracted revenue; |
| ● | Approximately
$125 million in cash and cash equivalents and $15 million in digital assets as of the
date of this release (fair market value of digital assets per Gemini Exchange); |
| ● | Approximately
$45 million in year-to-date capital expenditures deployed toward GPU equipment and data
center buildout, principally at the Columbiana, Alabama facility; |
| ● | Uplist
to Cboe Canada completed under the symbol “DGX,” complementing the NASDAQ listing
under the symbol “DGXX”. |
| 1 | Adjusted
EBITDA is a non-GAAP financial measure presented as a supplement to GAAP results. See “Adjusted EBITDA—GAAP Reconciliation”
and “Non-GAAP Financial Measures” below.” |
Management
Statement
“Q1
marks an inflection point for Digi Power X. Adjusted EBITDA turned positive, even as we deliberately ran down legacy revenue to make
room for a much larger AI compute business, and our NeoCloudz GPU cloud is now revenue-generating. The balance sheet is the strongest
in the Company’s history – approximately $125 million in cash, $15 million in digital assets, zero long-term debt, and roughly
$45 million of capital expenditure already deployed year-to-date at Columbiana – and the Company is in active discussions to secure
debt financing to fund future data center development to avoid shareholder dilution, providing us with the firepower needed to execute
Phase 1 and the operational platform that follows.
We have successfully initiated our pivot to AI, and the results this quarter
reflect the early returns on that transition.”
—
Michel Amar, Chairman & Chief Executive Officer, Digi Power X Inc.
“Releasing our first NVIDIA Blackwell GPU cluster with high performance AI storage is a defining moment
for Digi Power X as we transition from building AI infrastructure to powering real AI workloads at scale through NeoCloudz. With our
Silicon Valley office opening in June, we are expanding into the center of AI innovation to recruit top engineering talent to accelerate
our expansion.”
— Jagan Jeyapaul, Chief Technology Officer, Digi Power X Inc.
2027 Outlook
For
fiscal 2027, Digi Power X is targeting total revenue of approximately $250-$300 million across its three operating segments:
| ● | AI
colocation revenue from the Colocation Agreement is expected to contribute approximately
$80-$100 million, reflecting a full year of Phase 1 operations and a partial year of Phase
2 following its targeted commissioning (40 MW), and the Company is targeting an aggregate
of 90 MW of AI colocation for fiscal 2027 (50 MW in addition to the Colocation Agreement)
for aggregate colocation revenues of up to $200 million; |
| ● | GPU-as-a-Service
revenue through NeoCloudz is expected to scale over the course of the year to approximately
10 MW, as additional GPU capacity is deployed and contracted (assuming similar utilization
rates and $/kW to the Company’s current contracts), with the Company targeting a year-end
annualized run rate of up to $100 million, noting that recognized segment revenue will depend
on the timing of capacity deployment and customer offtake; |
| ● | Energy
sales are anticipated to be comparable to current levels and are expected to contribute
approximately $12 million. |
Conference
Call Details
The Company
will host a conference call to discuss its first quarter 2026 results on May 15, 2026 at 8:30 AM ET. The conference call can be accessed
by dialing the numbers below, or guests can utilize the Call Me link.
1-877-407-9039
or 1-201-689-8470.
Call Me:
https://callme.viavid.com/viavid/?callme=true&passcode=13750233&h=true&info=company&r=true&B=6
A live webcast
and replay will be available at investors.digipowerx.com.
Option
and RSU Grants
The
Company also announces the grant of a total of 650,000 stock options (the “Stock Options”) and 1,730,000 restricted
share units (the “RSUs”) to certain officers, directors, management, key consultants and employees of the Company
in accordance with the Company’s stock option plan and restricted share unit plan, respectively.
Each
Stock Option is exercisable for a subordinate voting share of the Company at a price of C$9.84 for a period of five years from the date
of grant. The Stock Options vest fully on the date of grant and are subject to the terms and conditions of the Plan. Each RSU entitles
the holder to acquire one subordinate voting share of the Company on vesting. The RSUs granted to officers, directors and employees will
vest in three equal tranches, on May 15, 2027, 2028, and 2029.
Adjusted
EBITDA — GAAP Reconciliation
The
following table reconciles GAAP net loss to EBITDA and Adjusted EBITDA. Adjusted EBITDA is a non-GAAP financial measure presented as
a supplement to GAAP results. See “Non-GAAP Financial Measures” below.
Amounts
in U.S. dollars (millions)
| Line Item | |
Q1 2026 ($M) | |
| Net Loss (GAAP) | |
$ | (4.7 | ) |
| Add: Depreciation & Amortization | |
| 1.5 | |
| EBITDA | |
$ | (3.2 | ) |
| Add: Share-based Compensation | |
| 1.3 | |
| Add: Crypto Revaluation Loss | |
| 3.8 | |
| Less: Warrant FV Gain | |
| (0.8 | ) |
| Less: Gain on sale of digital currencies | |
| 0.0 | |
| Adjusted EBITDA — Q1 2026 | |
$ | 1.1 | |
EBITDA
and Adjusted EBITDA exclude share-based compensation, digital currency revaluation, changes in fair value of financial instruments, and
capitalized AI infrastructure payroll costs. These non-GAAP measures are not substitutes for GAAP results.
Non-GAAP
Financial Measures
Adjusted
EBITDA is a non-GAAP financial measure. The Company defines Adjusted EBITDA as net income (loss) before interest, taxes, depreciation
and amortization, and further adjusted to exclude share-based compensation, digital currency revaluation, changes in fair value of financial
instruments (including warrant liabilities), gain/loss on settlement of debt, and gains or losses on sale of property and equipment.
Management believes that providing this non-GAAP financial measure that excludes these items allows for meaningful comparisons between
the Company’s core business operating results and those of other companies and provides the Company with an important tool for financial
and operational decision making and for evaluating its own core business operating results over different periods of time. In addition
to management’s internal use of non-GAAP Adjusted EBITDA, management believes that Adjusted EBITDA is also useful to investors and analysts
in comparing our performance across reporting periods on a consistent basis. The Company’s Adjusted EBITDA measure may not be directly
comparable to similar measures provided by other companies in our industry, as other companies in our industry may calculate non-GAAP
financial results differently. The Company’s Adjusted EBITDA is not a measurement of financial performance under GAAP and should not
be considered as a substitute for, or superior to, net loss or any other measure of performance calculated in accordance with GAAP.
About
Digi Power X
Digi
Power X Inc. (NASDAQ: DGXX | Cboe Canada: DGX) is a vertically integrated AI infrastructure company developing and operating purpose-built
data centers, GPU cloud capacity, and modular and mobile compute platforms. The Company holds approximately 55% of US Data Centers Inc.,
which commercializes the ARMS modular data center platform and the URP-1 robotics line. Digi Power X is headquartered in Miami, Florida,
with operating sites in Columbiana, Alabama and Niagara Falls, New York. 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.
Cautionary
Note and 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 the statements under “2027 Outlook” and other statements regarding goals, expectations
and targets for the business of Digi Power X, including through USDC. 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: the Company’s
ability to maintain and obtain new customers; the Company’s ability to fulfill its obligations pursuant to the Colocation Agreement;
the Company’s ability to execute its evolving business model and strategy, including as it relates to its expansion into the data
center market; future capital needs and uncertainty regarding the Company’s and USDC’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 Annual Information Form of the Company and other documents disclosed under the Company’s filings at www.sedarplus.ca and
in the Company’s annual, quarterly and current reports filed with the SEC. 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.
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.
