Form 8-K

8-K — Digi Power X Inc.

Accession: 0001213900-26-089450

Filed: 2026-08-14

Period: 2026-08-14

CIK: 0001854368

SIC: 6199 (FINANCE SERVICES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — ea0301730-8k_digi.htm (Primary)

EX-99.1 — PRESS RELEASE DATED AUGUST 14, 2026 (ea030173001ex99-1.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): August 14, 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 ☒

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.

August 14, 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”) relating to, among other items, the Company’s

financial results for the quarter ended June 30, 2026, a copy of which is furnished as Exhibit 99.1 hereto. The Press Release 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.

August 14, 2026, the Company will conduct a conference call to announce its financial results for the fiscal second quarter ended June

30, 2026, along with an update on its operations, at 8:30 a.m. Eastern Time. The conference call will be open to all interested investors

and can be accessed by dialing 1-877-407-9039 or 1-201-689-8470 or using the following link:

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

Press Release dated August 14, 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: August 14, 2026

EX-99.1 — PRESS RELEASE DATED AUGUST 14, 2026

EX-99.1

Filename: ea030173001ex99-1.htm · Sequence: 2

Exhibit 99.1

DIGI

POWER X INC.

Nasdaq:

DGXX | Cboe Canada: DGX

Vertically Integrated AI Infrastructure Company

Digi

Power X Reports Second Quarter 2026 Financial Results and Provides Operational Update and 2027 Outlook

Highlights

$1.1 Billion of Contracted AI Infrastructure Revenue, First AI Compute Revenue, Positive Adjusted EBITDA and Strong Balance Sheet

MIAMI,

FL – August 14, 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 second quarter ended June 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

June 30, 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.

Second

Quarter 2026 Highlights

All

amounts in U.S. dollars (millions)

● Revenue

of approximately $6.6 million for the second quarter of 2026;

● Net

loss of approximately $14.4 million for Q2 2026;

● Generated

the Company’s first AI compute revenue, with approximately $1.1 million of GPU bare-metal

rental revenue from approximately five weeks of operations;

● Approximately

$30 million invested in GPU infrastructure, representing approximately 0.6 MW of deployed

AI compute capacity;

● $1.1

billion of contracted AI data center future revenue, with an option to expand the relationship

that could increase the total potential contract value to approximately $2.5 billion;

● $142.4

million of cash and cash equivalents as at June 30, 2026;

● Combined

total of $127.5 million of property, plant and equipment, net, and long-term amounts assets;

● $279.6

million of total assets and $265.0 million of shareholders’ equity as at June 30, 2026;

● Positive

Adjusted EBITDA1 of approximately $3.3 million, compared with approximately $0.1

million in the prior-year period.

For

Q2 2026, the Company reported revenue of approximately $6.6 million, including:

● approximately

$3.6 million from colocation services and legacy mining;

● $1.9

million from energy sales; and

● $1.1

million from GPU rental.

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.”

CEO

Commentary

“Q2 represents an important inflection point in Digi Power X’s transformation into an AI infrastructure company. We generated our first AI compute revenue, with approximately $1.1 million generated from approximately five weeks of GPU bare-metal operations. Our initial approximately $30 million investment in GPU infrastructure represents approximately 0.6 MW of deployed capacity, demonstrating what we believe is the significant revenue density and scalability of this business.

At the same time, we have approximately $1.1 billion of contracted AI data center future revenue, with an opportunity to increase the total potential contract value to approximately $2.5 billion. With approximately $150 million of cash today, no debt and a growing portfolio of AI infrastructure and power assets, we believe we have established a strong financial foundation from which to execute our growth strategy.

Our priority remains execution - delivering Alabama on schedule, scaling our GPU compute platform and developing the power-secured sites that can drive our growth in 2027 and beyond. The Company is pleased to announce that it also in advanced discussions with lenders to finalize debt financing for the Alabama data center and has engaged Goldman Sachs to assist in syndicating the financing.”

— Michel Amar, Chairman & Chief Executive Officer, Digi Power X Inc.

Strong

Balance Sheet and Capital Position

Amounts

in U.S. dollars (millions)

● The

Company’s cash and cash equivalents position subsequently increased to approximately $150

million as of August 14, 2026;

● Approximately

$110 million of year-to-date capital investment and equipment deposits.

Operational

Updates

Alabama

– Tier III AI Data Center

Construction

of Digi Power X’s purpose-built Tier III AI data center in Columbiana, Alabama continues to progress on schedule. The Company expects

Phase 1, representing 15 MW of IT load, to be delivered in December 2026, followed by Phase 2, representing an additional 25 MW, in March

2027, for up to 40 MW of IT load.

The

Company’s 10-year AI data center agreement represents approximately $1.1 billion of contracted revenue, with an option to expand the

relationship that could increase the total potential contract value to approximately $2.5 billion.

NeoCloudz

- GPU Bare-Metal AI Compute

Digi

Power X has invested approximately $30 million in GPU infrastructure, representing approximately 0.6 MW of deployed AI compute capacity.

The platform generated approximately $1.1 million of revenue during Q2 2026 from approximately five weeks of operations, marking Digi

Power X’s first AI compute revenue.

The

Company’s B300 GPU bare-metal infrastructure has operated at 100% uptime since May 2026. Based on the performance of the initial deployment

and current market opportunities, Digi Power X plans to expand its GPU bare-metal platform by approximately 10 MW during 2027. The Company

is also actively evaluating additional power sites to support future expansion.

President

Commentary

“In

this business, you are underwritten on what you have delivered, not what you have announced,” said Alec Amar, Co-Founder and President.

“Columbiana is our flagship and delivering it on schedule establishes the operating track record that hyperscale customers and project

lenders require. Everything in our development pipeline is easier the day Phase 1 energizes.”

— Alec Amar, President, Digi Power X Inc.

New

York - AI Conversion

Digi

Power X continues to prepare its New York infrastructure assets for conversion to AI data center operations. The Company is targeting

the transition of these sites beginning in Q3 and Q4 2027.

The

Company has received reassurance regarding the grandfathered status of its existing operations and continues to advance engineering and

development planning for the AI transition.

North

Carolina - Future AI Campus

Digi

Power X owns approximately 40 acres adjacent to one of North Carolina’s largest electrical switchyards and is advancing development planning

for a large-scale AI data center campus.

The

current development plan contemplates approximately 75 MW in 2029 and an additional 75 MW in 2030. The North Carolina site represents

an important component of Digi Power X’s longer-term strategy to develop a geographically diversified portfolio of power-secured AI infrastructure

assets.

West

Virginia - 1.3 GW Power Opportunity

The

Company continues to assess opportunities associated with its previously announced LOI involving a 1.3 GW power generation asset in West

Virginia. Digi Power X is evaluating potential structures for participating in the asset and how its available power could support the

Company’s longer-term AI infrastructure strategy.

Silicon

Valley Office

The

Company is pleased to announce that it will be opening its Silicon Valley office in Q3 2026 to house its dedicated engineering team for

its GPU-as-a-Service business.

CTO

Commentary

“The

platform we built in Alabama demonstrated modular AI data centers and AI Factories at scale. Our Silicon Valley Lab will build on that

foundation to advance GPU as a Service and power the next generation of AI Inference Clouds. We are bringing together top talent in MLOps,

AI kernels, and GPU networking to build it.”

— Jagan Jeyapaul, Chief Technology Officer, Digi Power X Inc.

Data Centers Inc.

During

Q2 2026, US Data Centers Inc., a subsidiary of the Company (“USDC”), raised outside capital at a $125 million pre-money valuation.

Digi Power X believes its approximate 48% ownership interest in USDC provides shareholders with additional exposure to the potential

growth and commercialization of USDC’s modular AI data center platform.

2027

Outlook

Based

on its contracted business, available power and planned AI infrastructure deployments, the Company is targeting an annualized revenue

run-rate of approximately $250 million to $300 million by Q3 2027. The Company’s 2027 outlook consists of two principal components:

Contracted

Revenue

Based

on existing customer contracts and scheduled deployments, Digi Power X expects to reach approximately $140 million of annualized contracted

revenue run-rate during 2027.

The

Company’s existing AI data center agreement represents approximately $1.1 billion of total contracted revenue, with an option to expand

the relationship that could increase the total potential contract value to approximately $2.5 billion.

Expected

Revenue Based on Available Power

addition to its contracted revenue base, Digi Power X expects to have additional power and infrastructure available during 2027 to support

further AI deployments. The Company is targeting approximately 40 MW of additional colocation capacity and approximately 10 MW of additional

GPU bare-metal compute capacity.

Based

on its available power, planned capacity and current market opportunities, management expects these additional deployments to provide

the incremental revenue required to achieve the Company’s targeted $250 million to $300 million annualized revenue run-rate by Q3 2027,

subject to customer contracting, deployment schedules and utilization.

The

Company expects the transition toward this higher revenue profile to become increasingly visible during the second half of 2026, with

Q3 2026 revenue expected to increase significantly compared with Q2 2026. These targets are subject to execution, customer ramp, financing

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

Conference

Call Details

The

Company will host a conference call to discuss its second quarter 2026 results on August 14, 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

live webcast and replay will be available at investors.digipowerx.com.

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

Q2 2026 ($M)

Net Loss (GAAP)

$ (14.4 )

Add: Depreciation & Amortization

4.1

EBITDA

$ (10.2 )

Add: Share-based Compensation

5.8

Add: Crypto Revaluation Loss

2.8

Add: Warrant FV Loss

5.0

Adjusted EBITDA — Q2 2026

$ 3.3

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 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 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; that any additional commercial agreements under discussion will be entered into, or that

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

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- Definition

Name of the Exchange on which a security is registered.

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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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

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- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

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- 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

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