Form 8-K

8-K — Digi Power X Inc.

Accession: 0001213900-26-075755

Filed: 2026-07-07

Period: 2026-07-07

CIK: 0001854368

SIC: 6199 (FINANCE SERVICES)

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — ea0297203-8k_digi.htm (Primary)

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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): July 7, 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

Nasdaq Capital Market

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 July 7, 2026, Digi Power X Inc. (the “Company”) filed

with the Canadian Securities Regulatory Authorities on the System for Electronic Data Analysis and Retrieval + a press release (the “Press

Release”) providing, among other announcements, an operations and financial update. A copy of the Press Release 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

Press Release dated July 7, 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: July 7, 2026

EX-99.1 — PRESS RELEASE DATED JULY 7, 2026

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Exhibit

99.1

DIGI

POWER X INC.

Nasdaq: DGXX | Cboe Canada: DGX

A Vertically

Integrated AI Infrastructure Company

Digi Power X Provides Operations and Financial

Update

MIAMI, FL – July 7, 2026 – Digi

Power X Inc. (Nasdaq: DGXX / Cboe Canada: DGX) (the “Company” and “Digi Power X”), an AI data center infrastructure

operator, today provided an update on operations and its financial position.

Operations Update

● Flagship buildout on track. Construction of the Company’s purpose-built AI data center campus

is progressing on schedule. The first phase remains on track for a ready-for-service date of December 2026, with the second phase expected

to come online by the end of the first fiscal quarter of 2027. Crews are currently erecting the building shell, marking a significant

construction milestone as the project transitions from site and civil work to vertical construction.

● All long-lead equipment secured. Commitments are now in place for every major long-lead item needed

to complete Phase 1, including the critical electrical and switchgear infrastructure. Locking in this equipment mitigates a significant

scheduling risk and keeps the buildout aligned with the Company’s targeted in-service date.

● NeoCloudz live and generating AI revenues. NeoCloudz, the Company’s GPU-as-a-Service platform,

has run AI workloads without interruption on its live fleet of NVIDIA B200 and B300 GPUs since the second quarter of 2026. The platform

contributed to the Company’s first AI-related revenues during the past quarter. To support the growth of the platform, the Company

expects to open a Silicon Valley office by August 2026 and is building out a dedicated engineering team for its GPU-as-a-Service business.

● Project financing moving forward. In keeping with its stated preference for non-dilutive debt to

fund growth, the Company is putting project-level financing in place to underwrite its data center buildout. Further details are expected

once definitive documentation is finalized.

● Strong, self-funded financial position. Beyond the anticipated project financing, the Company is

advancing its expansion using internal resources and striving to sustain a healthy cash balance while directing capital into the Company’s

Alabama site. Additional details appear in the remarks from the Company’s Chief Financial Officer below.

“We continue to be in a position to fund

our rapid expansion internally,” said Paul Ciullo, Chief Financial Officer of Digi Power X. “As of July 3, 2026, the Company

had approximately $155 million in cash and cash equivalents, with roughly $95 million of capital already deployed into our Alabama site

year-to-date, entirely from our own resources. We remain focused on advancing our growth plan without compromising our balance sheet as

we finalize project-level financing for the next phase.”

Current Financial Position (as of July 3, 2026)

● Cash and cash equivalents: approximately $155 million

● Year-to-date capital expenditures (Columbiana): approximately $95 million

● Long-term debt: none

“We continue to execute on our growth strategy

and Tier 3 data center development plans,” said Michel Amar, Chief Executive Officer of Digi Power X. “Our team remains focused

on delivering the milestones ahead of us – advancing our purpose-built AI data center campus toward its ready-for-service targets,

scaling the NeoCloudz platform, and building the Tier 3 infrastructure needed to meet accelerating demand for AI compute. We remain confident

in our strategy and are executing on our plans with discipline.”

US Data Centers Inc. Update

Digi Power X is a major shareholder of US Data

Centers Inc. (“US Data Centers”), which develops and commercializes the ARMS modular data center platform. The Company confirms

that the ARMS 200 modular unit has been live and operating successfully at Tier 3 standards at the Company’s Alabama facility since

May 15, 2026, and has been generating AI-related revenues for Digi Power X since that date.

US Data Centers’ ARMS 200 AI-ready modular

solution at the Company’s Columbiana, Alabama campus.

2027 Outlook

For fiscal 2027, Digi Power X is targeting an

annualized run rate 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). 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 approximately $200 million.

● GPU-as-a-Service (NeoCloudz). Revenue is expected to scale over the course of the year toward approximately

10 MW of deployed capacity, targeting a year-end annualized run rate of up to approximately $100 million as additional GPU capacity is

brought online.

● Energy sales. Expected to contribute approximately $12 million.

These targets are subject to execution, customer

ramp, financing availability and the other factors described under “Forward-Looking Statements” below.

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.

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

the heading “2027 Outlook,” statements regarding the construction, buildout and expected timing and capacity of the Company’s

AI data center campus, project-level financing, 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: 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; financing availability and terms; counterparty performance; permitting

and interconnection, regulatory matters, and general economic and market conditions; Phase 2 deployment of the Company’s purpose-built

AI data center campus is conditioned on the Company securing adequate financing, and there can be no assurance that financing will be

completed on the terms contemplated or at all; that any additional commercial agreements under discussion will be entered into, or that

the Silicon Valley, West Virginia or upstate New York opportunities will be realized; 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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