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Form 8-K

sec.gov

8-K — Digi Power X Inc.

Accession: 0001213900-26-057139

Filed: 2026-05-15

Period: 2026-05-15

CIK: 0001854368

SIC: 6199 (FINANCE SERVICES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — ea0290789-8k_digi.htm (Primary)

EX-99.1 — MATERIAL CHANGE REPORT DATED MAY 15, 2026 (ea029078901ex99-1.htm)

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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):

May 15, 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:

o Written communications pursuant to Rule 425 under the Securities

Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange

Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under

the Exchange Act (17 CFR 240.14d-2(b))

o 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 2.02. Results of Operations and Financial Condition.

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.

Item 9.01.  Financial Statements and Exhibits.

(d) Exhibits

Exhibit

Number

Description

99.1

Material Change Report dated May 15, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

1

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: May 15, 2026

2

EX-99.1 — MATERIAL CHANGE REPORT DATED MAY 15, 2026

EX-99.1

Filename: ea029078901ex99-1.htm · Sequence: 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

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.”

2

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.

3

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.

4

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.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

na

Period Type:

duration