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).
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accounting standards provided pursuant to Section 13(a) of the Exchange Act.
On November 13, 2026, Digi Power X Inc. (the “Company”)
issued a press release (the “Press Release”), which was also filed with the Canadian securities regulatory authorities on
the System for Electronic Data Analysis and Retrieval + (SEDAR+), relating to, among other items, the Company’s financial results
for the fiscal third quarter ended September 30, 2026. A copy of the Press Release is furnished as Exhibit 99.1 to this Current Report
on Form 8-K. The Press Release does 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 for the quarter
ended September 30, 2026.
On November 13, 2026, at 8:30 a.m. Eastern Time,
the Company will host a conference call to discuss its financial results for the fiscal third quarter ended September 30, 2026 and to
provide an update on its operations. The conference call will be open to all interested parties and can be accessed by dialing 1-877-407-9039
or 1-201-689-8470 or by using the following link: https://callme.viavid.com/viavid/?callme=true&passcode=13750233&h=true&info=compa
The information contained in this Item 2.02, including
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 liabilities 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, regardless of any general incorporation language in such filing, 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
DIGI POWER X INC.
Nasdaq: DGXX | Cboe Canada: DGX
A Vertically
Integrated AI Infrastructure Company
Digi Power X Reports Q3 2026 Revenue Up 85%
and AI
Revenue Up Over 400% Compared to Q2
Contracted colocation at Columbiana represents
approximately $402 million of Phase 1 contract value over the initial ten-year term and up to approximately $1.07 billion across both
phases; Company ends quarter with $119.6 million in cash and digital currencies and no outstanding borrowings
MIAMI, FL – November 13, 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 third quarter ended September 30, 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 September 30, 2026,
is being filed and made accessible under the Company’s continuous disclosure profile on SEDAR+ at www.sedarplus.ca and will also
be available on EDGAR at www.sec.gov/edgar.
Third Quarter 2026 Highlights
All amounts in U.S. dollars (millions)
| ● | Revenue of $12.25 million, up 85% from the previously completed fiscal quarter and an increase of 50%
compared to the quarter ended September 30, 2025; |
| ● | $119.6 million in cash, cash equivalents and digital currencies, $103.0 million of working capital and
no outstanding borrowings at quarter end; |
| ● | Columbiana Phase 1 tenant access and commissioning expected on December 15, 2026, with billing expected
to begin in January 2027. Phase 2 construction is underway, with tenant access targeted for March 2027, subject to various conditions; |
| ● | Net income of $1.0 million ($0.01 per share), materially supported by digital currency and warrant valuation
gains, compared to a net income of $0.1 million for the quarter ended September 30, 2025; |
| ● | Closing of proposed $200 million credit facility syndicated by Goldman Sachs currently expected in Q4
2026, subject to definitive documentation and various conditions; |
| ● | EBITDA1
of $6.5 million and Adjusted EBITDA2 of $0.6 million (both non-GAAP), versus $1.7
million and negative $1.0 million, respectively, compared to the quarter ended September
30, 2025; |
| ● | AI
revenue3 of $5.66 million, up more than 400% over the previous fiscal quarter
and representing 46% of total quarterly revenue, compared with nil AI revenue in the quarter
ended September 30, 2025. GPU rental revenue increased 127% from the previously completed
fiscal quarter to $2.46 million, compared with nil GPU rental revenue in the quarter ended
September 30, 2025; |
| ● | 2027 Outlook: annualized revenue run-rate of approximately $250-300 million anticipated by the
end of Q3 2027, subject to adequate financing and market conditions. Planned 2027 capex of approximately $350 million is expected to be
funded principally through customer deposits and contract-backed debt, designed to minimize shareholder dilution. |
| 1 | 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. |
| 2 | 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. |
| 3 | For a breakdown of AI revenue, see “Third Quarter Summary – Revenue Mix” below. |
Management Commentary
“Our third-quarter results demonstrate that Digi Power X’s transformation into an AI infrastructure company is beginning to take hold. Revenue increased 85% over the previous quarter, and AI now accounts for nearly half of our business, all before the expected start of Columbiana colocation billing in January 2027.
Our next priority is execution: bringing Columbiana into service, expanding our compute capacity and converting our power assets into long-term contracted revenue. We ended the quarter with approximately $120 million in cash, cash equivalents and digital currencies and no outstanding borrowings, giving us a strong foundation for this next phase.
We are building this business with a clear focus on value per share. Our approach is to secure bankable customer commitments, deploy capital against attractive returns and fund expansion principally through customer contributions and contract-backed financing. Our ambition is substantial, and our discipline is equally clear: grow recurring revenue and cash generation while minimizing shareholder dilution.”
— Michel Amar, Chairman & Chief Executive Officer, Digi Power X Inc.
Columbiana: Contracted Revenue Ahead
The Company’s ten-year take-or-pay colocation
agreement with Cerebras, its AI colocation tenant at its Columbiana, Alabama campus is expected to provide annual fees for Phase 1 (15
MW) averaging approximately $40 million per year over the ten-year term, for an approximate aggregate total of $402 million. Subject to
satisfaction of various conditions, Phase 2 (25 MW) would add approximately $58.5 million in annual fees, bringing combined average annual
fees to approximately $107 million per year, and total contract value to approximately $1.07 billion if both phases commence, with an
option to expand the relationship for an additional term that could increase the total potential contract value to approximately $2.5
billion.
| Annualized Revenue | |
$ millions | |
| Q3 2026 revenue × 4 | |
| ~49.0 | |
| + Columbiana Phase 1 (contracted) | |
| 35.1 | |
| + Columbiana Phase 2 (conditional) | |
| 58.5 | |
| Illustrative combined annualized revenue, including conditional Phase 2 | |
| ~142.6 | |
Illustrative only; not guidance. Assumes no change in existing revenue.
Phase 2 remains conditional, including on adequate financing.
Construction of Phase 1 (15 MW) remains on schedule.
The Company expects to provide its tenant with access to the Phase 1 facility on December 15, 2026 and to begin commissioning of the liquid-cooling
and power systems at that time, with Phase 1 billing expected to begin in January 2027 following commissioning. Work on Phase 2 (25 MW)
is already underway, and the Company is targeting tenant access for Phase 2 in March 2027.
NeoCloudz Token Factory is Live
This quarter, Digi Power X launched the NeoCloudz
Token Factory, taking the Company from AI infrastructure provider to direct seller of AI tokens. Running on Digi Power X’s own power,
data centers and GPUs, the platform sells AI inference straight to customers. Because the Company owns the full stack, it keeps the value
of every token it serves instead of renting out compute at wholesale prices. Digi Power X expects the Token Factory to unlock a new, fast-growing
revenue stream with meaningfully higher margins, marking a major step in turning its infrastructure into a full-scale AI business.
“Going live with the NeoCloudz Token
Factory is a major step for Digi Power X. We own the power, the data centers and the GPUs, and now we’re selling tokens directly to customers.
That lets us earn more from every megawatt we operate, and we’re excited to grow this business alongside our existing infrastructure.”
— Alec Amar, President, Digi Power X Inc.
$200 Million Project-Level Debt Financing
As previously announced on October 13, 2026, the
Company received a commitment letter from a major lending institution for US$200 million in debt financing, syndicated by Goldman Sachs,
to support the development of its 40 MW AI data center in Columbiana, Alabama. The financing is expected to be structured at a project
special purpose vehicle level, with an unsecured Company guarantee through project completion and other limited matters. Proceeds are
intended to support completion of the Columbiana, Alabama project and related project costs. Closing is subject to definitive documentation
and the satisfaction of various conditions, including the lender’s completion of its diligence. There can be no assurance that the
financing will be completed on the anticipated terms or at all.
2027 Outlook
Based on its contracted business, available power
and planned AI infrastructure deployments, the Company expects to reach a revenue run-rate of approximately $250 million to $300 million
annualized, or approximately $21 million to $25 million per month, by the end of the third quarter of 2027, subject to adequate financing
and market and various other conditions. Approximately $143 million of that annualized run-rate (about $12 million per month) is supported
by current operations and the Columbiana tenant agreement, including conditional Phase 2. The balance is expected to come from additional
AI colocation and GPU capacity currently in development and in customer negotiations.
2027 Capital Plan
The Company expects 2027 capital expenditures
of approximately $350 million, primarily for the build-out of approximately 10 MW of AI inference (“token factory”) capacity
and the completion of Phase 2 at Columbiana. The Company intends to fund this program principally through customer deposits and prepayments
and debt financing, including the proposed $200 million facility, together with cash on hand. This approach ties capital deployment to
contracted revenue and is designed to minimize dilution to shareholders.
US Data Centers: Modular AI Infrastructure
Digi Power X owns approximately 48% of US Data
Centers Inc. (“USDC”), which designs and deploys ARMS modular AI data center systems. Digi Power X accounts for its investment
in USDS under the equity method. USDC is independently raising capital to fund its expansion (which results in further dilution of the
interest of Digi Power X), without capital contributions from Digi Power X and without the issuance of Digi Power X shares. USDC is also
developing URP-1, a robotics platform for automated deployment and maintenance of modular data center infrastructure.
Opportunity for Growth and Expansion
Digi Power X continues to prepare its New York
infrastructure assets for conversion to AI data center operations, providing opportunity to expand its AI portfolio. The Company is targeting
the transition of these sites beginning in Q3 and Q4 2027.
The Company is also advancing development planning
for a large-scale AI data center campus in North Carolina, where the Company owns approximately 40 acres adjacent to one of North Carolina’s
largest electrical switchyards. The current development plan contemplates approximately 75 MW in 2029 and an additional 75 MW in 2030.
The Company also continues to assess opportunities associated with its previously announced LOI involving a 1.3 GW power generation asset
in West Virginia.
Between its New York infrastructure assets, North
Carolina development plans and West Virginia power asset, Digi Power X can expand its aggregate power capacity to over 400 MW, through
a geographically diversified portfolio of power-secured AI infrastructure, if its development plans are fully realized.
Third Quarter Summary
Revenue Mix
| Business Category | |
Q3 2026 Revenue | | |
Share of Revenue | |
| Tier III colocation services | |
$ | 3.20 | M | |
| 26.1 | % |
| GPU rental (NeoCloudz) | |
$ | 2.46 | M | |
| 20.1 | % |
| Total AI | |
$ | 5.66 | M | |
| 46.2 | % |
| Energy Sales | |
$ | 3.29 | M | |
| 26.9 | % |
| Legacy Bitcoin colocation | |
$ | 3.11 | M | |
| 25.4 | % |
| Digital currency mining and staking | |
$ | 0.18 | M | |
| 1.5 | % |
| Total | |
$ | 12.25 | M | |
| 100.0 | % |
Legacy Bitcoin activities fell to approximately
27% of revenue from approximately 63% during the quarter ended September 30, 2025, and AI revenue more than offset the decline. Energy
sales increased 68% over the previously completed fiscal quarter and 9% year-over-year.
Financial Summary
| Business Category | |
Q3 2026 | | |
Q2 2026 | | |
Change | |
| Revenue | |
$ | 12.25 | M | |
$ | 6.63 | M | |
| +85 | % |
| AI revenue | |
$ | 5.66 | M | |
$ | 1.08 | M | |
| >+400 | % |
| Energy revenue | |
$ | 3.29 | M | |
$ | 1.96 | M | |
| +68 | % |
| GAAP gross loss | |
$ | (2.41 | M) | |
$ | (5.48 | M) | |
| +56 | % |
| Gross profit before D&A | |
$ | 3.08 | M | |
$ | (1.46 | M) | |
| +$4.54 | M |
| Net income (loss) | |
$ | 1.0 | M | |
$ | (14.36 | M) | |
| +15.40 | M |
| EBITDA | |
$ | 6.53 | M | |
$ | (10.29 | M) | |
| 163 | % |
| Basic and diluted EPS | |
$ | 0.01 | | |
$ | (0.17 | ) | |
| +0.18 | |
| Cash, cash equivalents and digital currencies | |
$ | 119.64 | M | |
$ | 142.42 | M | |
$ | (22.78 | M) |
| Net fixed assets | |
$ | 145.6 | M | |
$ | 73.24 | M | |
| +99 | % |
| Shareholders’ equity | |
$ | 279.9 | M | |
$ | 265.03 | M | |
| +$14.87 | M |
| Borrowings | |
| $nil | | |
| $nil | | |
| - | |
Year-over-Year Comparison
| Business Category | |
Q3 2026 | | |
Q3 2025 | | |
Change | |
| Revenue | |
$ | 12.2 | M | |
$ | 8.1 | M | |
| +50 | % |
| Net income | |
$ | 1.0 | M | |
$ | 0.1 | M | |
| +$0.9 | M |
| Adjusted EBITDA | |
$ | 0.6 | M | |
$ | (1.0 | M) | |
| +$1.6 | M |
| EBITDA | |
$ | 6.5 | M | |
$ | 1.7 | M | |
| +294 | % |
| Working capital | |
$ | 103.0 | M | |
$ | 17.5 | M | |
| +489 | % |
| Digital currencies | |
$ | 24.5 | M | |
$ | 15.4 | M | |
| +56 | % |
| Net fixed assets | |
$ | 145.6 | M | |
$ | 19.5 | M | |
| +646 | % |
Conference Call Details
The Company will host a conference call to discuss
its third quarter 2026 results on November 13, 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 www.digipowerx.com/investors.
Adjusted EBITDA — GAAP Reconciliation
The following table reconciles GAAP net income
to EBITDA and Adjusted EBITDA. EBITDA and Adjusted EBITDA are non-GAAP financial measures presented as a supplement to GAAP results. See
“Non-GAAP Financial Measures” below.
Amounts in U.S. dollars (millions)
| Line Item | |
Q3 2026 ($M) | |
| Net Income | |
$ | 1.0 | M |
| Add: Depreciation & Amortization | |
$ | 5.5 | m |
| EBITDA | |
$ | 6.5 | M |
| Add: Share-based Compensation | |
$ | 2.2 | M |
| Add: FX loss | |
$ | 0.5 | M |
| Add: Loss on sale of digital currencies | |
$ | 0.1 | M |
| Less: Crypto Revaluation Gain | |
$ | (7.1 | M) |
| Less: Warrant FV Gain | |
$ | (1.5 | M) |
| Less: Gain on sale of equipment | |
$ | (0.1 | M) |
| Adjusted EBITDA — Q3 2026 | |
$ | 0.6 | M |
EBITDA and Adjusted EBITDA exclude share-based
compensation, digital currency revaluation, and changes in fair value of financial instruments. These non-GAAP measures are not substitutes
for GAAP results.
Non-GAAP Financial Measures
EBITDA is a non-GAAP financial measure. The Company
defines EBITDA as net income (loss) before interest expense, income taxes, and depreciation and amortization. Management believes that
providing this non-GAAP financial measure, which excludes items that vary significantly with the Company’s capital structure, tax
position and the age and cost of its asset base, allows for meaningful comparisons of the Company’s core business operating results
across reporting periods. It also 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. The Company’s 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. EBITDA does not reflect the Company’s capital expenditures, the cash required to service debt, or income tax payments,
and it does not reflect the cost of replacing assets being depreciated and amortized. The Company’s EBITDA is not a measurement
of financial performance under GAAP and should not be considered as a substitute for, or superior to, net income (loss) or any other measure
of performance calculated in accordance with GAAP.
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, gains or losses on sale of digital currencies, foreign exchange gains
or losses, changes in fair value of financial instruments (including warrant liabilities), gain/loss on settlement of debt, gains or losses
on deconsolidation of subsidiaries, 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
income (loss) or any other measure of performance calculated in accordance with GAAP.
About Digi Power X
Digi Power X is an AI infrastructure company,
operating a vertically integrated portfolio of power assets and data center capacity across Alabama, New York, and North Carolina. The
Company’s NeoCloudz platform delivers GPU-as-a-Service on dedicated, bare metal NVIDIA infrastructure. 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 “2027 Capital Plan,” statements regarding the expected timing of Phase 1 and Phase 2 at Columbiana
and of billing thereunder, statements regarding the proposed debt financing, and other statements regarding goals, expectations and targets
for the business of Digi Power X and of 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; that any additional commercial agreements under discussion will be entered into, or that the North Carolina, West Virginia
or upstate New York opportunities will be realized; the Company’s ability to fulfill its obligations pursuant to its colocation
agreements; counterparty performance; 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 or obtain financing; the risk that the US$200 million of debt financing contemplated by the company’s
October 13, 2026 commitment letter is not completed on the anticipated terms, on a timely basis, or at all; Phase 2 deployment of the
Company’s purpose-built AI data center campus is subject to various conditions, including the Company securing adequate financing
that is acceptable to the Company’s tenant, and there can be no assurance that financing will be completed on the terms contemplated
or at all; costs associated with the development, manufacturing and deployment of AI infrastructure; risks relating to construction and
equipment delivery; delivery of deployment of equipment may not occur on the timelines anticipated by the Company, or at all; global demand
for AI computing infrastructure; further improvements to profitability and efficiency may not be realized; permitting and interconnection,
regulatory matters, and general economic and market conditions; 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, as amended, and its subsequent Quarterly Reports on Form 10-Q filed with
the SEC, and other documents disclosed under the Company’s filings at www.sedarplus.ca. 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.
