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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 9, 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.
As previously reported, on May 30, 2025, Digi
Power X Inc., a British Columbia corporation (the “Company”), entered into an at-the-market sales agreement (the “Original
ATM Agreement”) with A.G.P. / Alliance Global Partners (the “Agent”), to create an at-the-market equity program (the
“ATM Program”) under which the Company may, from time to time, offer and sell its subordinate voting shares, no par value
(“SV Shares”).
On April 9, 2026, the Company entered into an
amended and restated sales agreement with the Agent (the “ATM Agreement”), which amends and restates the Original ATM Agreement in its entirety. Pursuant to the ATM Agreement, the Company may,
but has no obligation to, issue and sell from time to time such number of SV Shares to or through the Agent, initially having an aggregate
offering price of up to US$75 million.
Any SV Shares sold to or through the Agent under
the ATM Agreement will be issued pursuant to a prospectus supplement initially filed with the SEC on April 9, 2026 filed with the SEC
(the “Prospectus Supplement”) as part of the Company’s registration statement on Form S-3 that was initially filed on
April 9, 2026, in connection with one or more offerings of the SV Shares pursuant to the Prospectus Supplement. Subject to the terms and
conditions of the ATM Agreement, the Agent will use its commercially reasonable efforts consistent with its normal trading and sales practices
and applicable state, provincial and federal laws, rules and regulations to sell SV Shares from time to time, based upon the Company’s
instructions. Sales of SV Shares, if any, under the ATM Agreement may be made in transactions that are deemed to be “at the market
offerings” as defined in Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), including sales
made by means of ordinary brokers’ transactions (including directly on the Nasdaq Capital Market), at market prices or as otherwise
agreed between the Company and the Agent. The Agent is not under any obligation to purchase any SV Shares on a principal basis pursuant
to the ATM Agreement, except as otherwise agreed by the Agent and the Company in writing pursuant to a placement notice. The Company has
no obligation to sell any SV Shares and may at any time suspend sales of SV Shares under the ATM Agreement or terminate the ATM Agreement.
If agreed to in a separate terms agreement, the Agent may also sell SV Shares in negotiated transactions with the Company’s prior
approval. The offer and sale of the SV Shares pursuant to the ATM Agreement will terminate upon the earlier of (a) the issuance and sale
of all of the SV Shares subject to the ATM Agreement or (b) the termination of the ATM Agreement by the Agent or the Company pursuant
to the terms thereof. The Company has no obligation to sell any of the SV Shares, and may at any time suspend offers under the ATM Agreement
or terminate the ATM Agreement.
The Company has provided the Agent with customary
indemnification rights, and the Agent will be entitled to a commission at a commission rate of up to 3.0% of the aggregate gross proceeds
from each sale of SV Shares under the ATM Program. The ATM Agreement has been included to provide investors and security holders with
information regarding its terms. It is not intended to provide any other factual information about the Company. The ATM Agreement contains
customary representations, warranties and covenants by the Company, customary conditions to the obligations of the Agent, other obligations
of the parties, indemnification obligations of the Company and the Agent, including for liabilities under the Securities Act, and the
Securities and Exchange Act of 1934, as amended (the “Exchange Act”), and termination provisions. The representations, warranties
and covenants contained in the ATM Agreement were made only for purposes of such agreement and as of specific dates, were solely for the
benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties, including being qualified
by confidential disclosures exchanged between the parties in connection with the execution of the ATM Agreement. The representations and
warranties may have been made for the purposes of allocating contractual risk between the parties to the agreement instead of establishing
these matters as facts and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable
to investors. Investors are not third-party beneficiaries under the ATM Agreement and should not rely on the representations, warranties
and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company or any of its
subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations and warranties may change after
the date of the ATM Agreement, and this subsequent information may or may not be fully reflected in the Company’s public disclosures.
The Agent and its affiliates may in the future
provide various advisory, investment and commercial banking and other services to the Company in the ordinary course of business, for
which it may receive customary fees and commissions.
The description of the ATM Agreement set forth
above in this Item 1.01 does not purport to be complete and is qualified in its entirety by reference to the full text of the ATM Agreement,
a copy of which is attached to this Current Report on Form 8-K (“Current Report”) as Exhibit 1.1 and is incorporated by reference
herein.
MLT Aikins LLP has issued an opinion to the Company,
dated April 9, 2026, relating to the validity of the SV Shares to be issued and sold pursuant to the ATM Agreement, a copy of which is
filed as Exhibit 5.1 to this Current Report.
This Current Report shall not constitute an offer
to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which
such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
Item 7.01. Regulation FD Disclosure.
On April 9, 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 ATM 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 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 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 |
| 1.1* |
|
Amended and Restated Sales Agreement, dated April 9, 2026 (incorporated by reference to Exhibit 1.2 to Digi Power X Inc.’s Registration Statement on Form S-3 (No. 333-294953) filed with the SEC on April 9, 2026) |
| 5.1 |
|
Opinion of MLT Aikins LLP (incorporated by reference to Exhibit 5.4 to Digi Power X Inc.’s Registration Statement on Form S-3 (No. 333-294953) filed with the SEC on April 9, 2026) |
| 23.1 |
|
Consent of MLT Aikins LLP (contained in Exhibit 5.1) |
| 99.1 |
|
Material Change Report, dated April 9, 2026 |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| * | Certain confidential information has been redacted pursuant
to Items 601(a)(6) and 601(b)(10)(iv) of Regulation S-K. The Company will furnish supplementally a copy of any redacted information to
the SEC upon 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: April 9, 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 |
April 9, 2026
The press release attached as Schedule “A” was released
on April 9, 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 9, 2026
SCHEDULE
“A”
DIGI POWER X INC.
Nasdaq: DGXX | Cboe Canada: DGX
A Vertically
Integrated AI Infrastructure Company
Digi Power X Enters into Amended and Restated
Sales Agreement
MIAMI, FL – April 9, 2026 – Digi
Power X Inc. (Nasdaq: DGXX / Cboe Canada: DGX) (the “Company”), an innovative energy infrastructure company pivoting into
AI data centers and GPU-as-a-Service, announces that it has entered into an amended and restated sales agreement (the “ATM Agreement”)
with A.G.P./Alliance Global Partners (the “Agent”).
As described in the Company’s press releases
dated May 30, 2025 and November 18, 2025, the Company previously entered into a sales agreement dated May 30, 2025 with the Agent, pursuant
to which the Company established an “at-the-market” equity offering program (the “ATM Equity Program”).
Pursuant to the ATM Equity Program, the Company may, at its discretion and from time-to-time during the term of the ATM Agreement, sell,
through or to the Agent, such number of subordinate voting shares of the Company (“SV Shares”) having an aggregate
offering price of up to US$75 million. Sales of SV Shares, if any, in the ATM Equity Program are anticipated to be made in transactions
that are deemed to be “at the market offerings” as defined in Rule 415(a)(4) under the U.S. Securities Act of 1933, as amended,
directly on the Nasdaq Capital Market or another trading market for the SV Shares in the United States at the market price prevailing
at the time of each sale. No SV Shares will be offered or sold under the ATM Equity Program in Canada, to anyone known by the Agent to
be a resident of Canada or over or through the facilities of Cboe Canada or any other exchange or market in Canada. The ATM Equity Program
may be terminated by either party at any time.
The Company intends to use the net proceeds of
the ATM Equity Program, if any, primarily for general corporate purposes, including funding ongoing operations and/or working capital
requirements, completing construction on the Company’s Tier 3 data center facilities, repaying indebtedness outstanding from time
to time, and completing potential acquisitions to expand power infrastructure capacity and build out its planned AI and HPC network.
Since the SV Shares will be distributed at trading
prices prevailing at the time of the sale, prices may vary between purchasers during the period of distribution. The volume and timing
of sales, if any, will be determined at the sole discretion of the Company’s management and in accordance with the terms of the
ATM Agreement.
Offers and sales of the SV Shares in the ATM Equity
Program, if any, will be made pursuant to a prospectus supplement and accompanying prospectus, in each case, filed with the Company’s
U.S. shelf registration statement on Form S-3 initially filed with the United States Securities and Exchange Commission (the “SEC”)
on April 9, 2026. The registration statement, including the prospectus supplement and the accompanying prospectus, in each case, filed
with the registration statement is available on the SEC’s EDGAR website at www.sec.gov/EDGAR.
This news release does not constitute an offer
to sell or the solicitation of an offer to buy securities in the United States or in any jurisdiction where the offer, sale or solicitation
would be unlawful. The SV Shares referred to in this news release may not be offered or sold in the United States absent registration
(including until the Company’s registration statement on Form S-3 is declared effective by the SEC) or an applicable exemption from
registration.
About Digi Power X
Digi Power X is an innovative energy infrastructure
company developing AI data centers to drive the expansion of sustainable energy assets. Headquartered in Miami, Florida, the Company is
executing a strategic transformation into AI infrastructure, GPU-as-a-Service, and modular data center deployment. With 400 megawatts
of AI capacity targeted across Alabama, Upstate New York, and North Carolina, Digi Power X is positioning itself to become a leading independent
AI infrastructure provider in North America. 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 business of the Company. 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: 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.
