Form 8-K

8-K — Digi Power X Inc.

Accession: 0001213900-26-064447

Filed: 2026-06-03

Period: 2026-06-03

CIK: 0001854368

SIC: 6199 (FINANCE SERVICES)

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — ea0293400-8k_digi.htm (Primary)

EX-99.1 — PRESS RELEASE DATED JUNE 3, 2026 (ea029340001ex99-1.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): June 3, 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 7.01. Regulation FD Disclosure.

On June 3, 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 June 3, 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: June 3, 2026

EX-99.1 — PRESS RELEASE DATED JUNE 3, 2026

EX-99.1

Filename: ea029340001ex99-1.htm · Sequence: 2

Exhibit 99.1

DIGI

POWER X INC.

Nasdaq:

DGXX | Cboe Canada: DGX

Vertically Integrated AI Infrastructure Company

Digi

Power X Secures NVIDIA Vera Rubin Systems, Advancing its AI Infrastructure and Strengthening the NeoCloudz Platform

MIAMI,

FL – June 3, 2026 – Digi Power X Inc. (Nasdaq: DGXX / Cboe Canada: DGX) (the “Company” and “Digi Power

X”), an AI data center infrastructure operator, today announced a $35 million commitment to purchase NVIDIA’s next-generation

Vera Rubin platform to expand its NeoCloudz GPU-as-a-Service business, and provided an update on operations and its financial position.

NVIDIA

Vera Rubin Purchase

The

Company has committed $35 million to acquire NVIDIA Vera Rubin systems – NVIDIA’s rack-scale successor to Blackwell, pairing

Rubin GPUs (288GB HBM4) with the 88-core Vera CPU over NVLink 6. Initial deployment is targeted for Q1 2027, subject to NVIDIA’s

production and delivery schedule. The Company intends to fund the purchase from cash on hand and to offer the capacity through NeoCloudz.

Operations

Update

● Flagship

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

continues on schedule, with Phase 1 (15 MW of IT load) targeting a ready-for-service date

of December 15, 2026 and full 40 MW deployment targeted by the end of the first fiscal quarter

of 2027. The dedicated on-site substation serving Phase 1 is complete, grid interconnection

has been finalized, and a power delivery agreement with the local utility is in place.

● All

long-lead equipment secured. The Company has secured commitments for all major long-lead

equipment required for the Phase 1 buildout, including critical electrical and switchgear

infrastructure. Securing this equipment removes a key schedule risk and supports the Company’s

targeted ready-for-service timeline.

● NeoCloudz

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

has been successfully processing AI workloads on its deployed fleet of NVIDIA B200 and B300

GPUs continuously since May 15, 2026, and recognized its first AI related revenues in May

2026.

● Project

financing moving forward. Consistent with its previously stated objective of funding

expansion through non-dilutive debt where possible, the Company is arranging project-level

financing to support its data center buildout. The Company expects to provide further details

upon execution of definitive documentation.

● Strong,

self-funded financial position. In addition to the expected project financing, the Company

continues to fund its expansion from its own resources, maintaining a strong cash position

with capital deployed into the Alabama site year-to-date. See the comments from the Company’s

Chief Financial Officer below.

“We

are funding this expansion from a position of real strength,” said Paul Ciullo, Chief Financial Officer of Digi Power X. “As

of June 3, 2026, the Company had approximately $150 million in cash and cash equivalents, with roughly $65 million of capital already

deployed into our Alabama site year-to-date, entirely from our own resources. We continue to focus on advancing our growth plan without

compromising our balance sheet as we finalize project-level financing for the next phase.”

“To

support our growth, we are investing in the people who will scale this platform,” said Alec Amar, President of Digi Power X. “Alongside

our Chief Technology Officer, Jagan Jeyapaul, we are building out our engineering and operations team at our new Silicon Valley office,

placing us at the center of the AI ecosystem and closer to the customers, partners, and talent driving the next phase of our growth.”

Datacloud

Global Congress 2026

The

Company is also pleased to announce that CEO Michel Amar and President Alec Amar are attending the Datacloud Congress 2026 Conference

this week in Cannes, France, a premier digital infrastructure event bringing together representatives from major hyperscalers, data center

operators, cloud providers, investors, and energy companies.

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 statements regarding the Agreement, including expected TCV from the Agreement during its term,

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 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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