Form 8-K

8-K — Digi Power X Inc.

Accession: 0001213900-26-045361

Filed: 2026-04-20

Period: 2026-04-20

CIK: 0001854368

SIC: 6199 (FINANCE SERVICES)

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — ea0286913-8k_digi.htm (Primary)

EX-99.1 — MATERIAL CHANGE REPORT, DATED APRIL 20, 2026 (ea028691301ex99-1.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): April 20, 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

The Nasdaq Stock Market LLC

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 April 20, 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 announcing the Company’s entry into a

bare metal GPU rental agreement with SubQ AI. A copy of the Material Change Report 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

Material Change Report, dated April 20, 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: April 20, 2026

EX-99.1 — MATERIAL CHANGE REPORT, DATED APRIL 20, 2026

EX-99.1

Filename: ea028691301ex99-1.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

April 20, 2026

Item 3 News Release

The press release attached as Schedule “A” was released

on April 20, 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

April 20, 2026

SCHEDULE

“A”

DIGI

POWER X INC.

Nasdaq: DGXX | Cboe Canada: DGX

A Vertically Integrated AI Infrastructure Company

Digi Power X Signs First AI Revenue Contract

— $19.6 Million, 24-Month SubQ AI Agreement, Validating Operational Launch of AI Factory

MIAMI, FL – April 20, 2026 – Digi

Power X Inc. (Nasdaq: DGXX / Cboe Canada: DGX) (the “Company” and “Digi Power X”), a Miami-based AI infrastructure

operator, today announced that it has entered into a bare metal GPU rental agreement (the “Agreement”) with SubQ AI (“SubQ”),

a next-generation AI company. The 24-month contract carries an expected total contract value (“TCV”) of approximately $19.6

million and becomes effective May 15, 2026.

Under the term of the Agreement, Digi Power X

will deliver exclusive, dedicated access to a fleet of the latest generation of NVIDIA Blackwell GPUs. These systems will be operated

on a bare metal basis through NeoCloudz, Digi Power X’s GPU-as-a-Service platform, at the Company’s AI data center. The deployment follows

NVIDIA reference architecture, and the facility is engineered to Rated 3 standards, with redundant utility feeds, N+1 UPS, and a CDU and

chiller based two loop cooling architecture purpose built for high density accelerated compute.

Key Commercial Terms

Amounts in U.S. dollars (millions)

Term

24 months, commencing May 15, 2026

GPU Fleet

Latest-generation NVIDIA Blackwell (192 GB HBM3e)

Total Contract Value

~$19.6 million

Upfront Payment

~$2.95 million (15% of TCV)

Management Statement

“This agreement with SubQ AI represents

a major milestone for Digi Power X – our first contracted AI revenue and the official commercial launch of our NeoCloudz bare metal

GPU-as-a-Service platform. We’ve built scalable, vertically integrated infrastructure and we’re moving at full speed. This deal is just

the beginning. We intend to rapidly scale our relationship with SubQ AI and welcome additional high-growth AI customers onto our dedicated

Blackwell fleet. We continue to advance discussions with additional hyperscale and frontier AI customers and expect to provide further

operational updates in the coming weeks.”

— Alec Amar, President, Digi Power

X Inc.

“This initial deployment is the first

step in what we expect to be a much larger, long-term relationship with Digi Power X. said Justin Dangel, CEO of SubQ AI. Our roadmap

calls for scaling to several thousand GPUs over the next few quarters as we advance our proprietary architecture, and the combination

of NeoCloudz’s bare metal platform, the newest NVIDIA Blackwell silicon, and Digi Power X’s owned power and data center capacity gives

us a credible runway to grow into that footprint with a single, trusted infrastructure partner.”

— Justin Dangel, Chief Executive Officer,

SubQ AI

“Bringing our first GPU cluster online

moves Digi Power X from building infrastructure to generating AI revenue. We’re evaluating a Silicon Valley presence to accelerate

our AI infrastructure roadmap and hire senior AI engineers. This deployment is the foundation for scaling NeoCloudz into a leading GPU-as-a-Service

platform.”

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

Investor Highlights

● First contracted AI revenue for Digi Power X. Marks

operational commissioning of the Company’s AI factory and concrete commercial validation of the Company’s pivot to AI infrastructure.

● Contracted, multi-year revenue. ~$19.6 million TCV

over a 24-month term, with a 15% non-refundable upfront payment (~$2.95 million).

● High-quality cash flow profile. Monthly invoicing

payable Net-15.

● Anchor customer for NeoCloudz. First named, multi-year

bare metal deployment on Digi Power X’s NeoCloudz GPU-as-a-Service platform, validating the commercial thesis of dedicated GPU-as-a-Service.

● Growth optionality. Digi Power X has already secured

10 pods of infrastructure capacity – approximately 4,000 NVIDIA Blackwell B300 GPUs – representing up to ~$120 million of

potential annualized revenue at full deployment and utilization. SubQ’s publicly stated roadmap contemplates expansion to several thousand

GPUs, aligned with Digi Power X’s capacity ramp.

● Premium silicon. 100% latest-generation NVIDIA Blackwell

GPUs with 192 GB HBM3e, on a high-speed InfiniBand / RoCE v2 fabric.

● Vertical integration. Deployment sits inside a Digi

Power X-owned, Rated 3-engineered facility with redundant utility feeds – preserving margin through owned power and owned real

estate.

The Agreement is structured as a fully dedicated,

non-virtualized bare metal deployment, giving SubQ root-level control and exclusive use of the contracted GPU fleet and the supporting

high-speed InfiniBand/RoCE v2 fabric.

About Digi Power X

Digi Power X is a Miami-based AI infrastructure

company, operating a vertically integrated portfolio of power assets and data center capacity across Alabama, New York, and North Carolina,

with approximately 400 MW of secured power across its sites. The Company’s NeoCloudz platform delivers GPU-as-a-Service on dedicated,

bare metal NVIDIA infrastructure. For more information, visit www.digipowerx.com.

About SubQ AI

SubQ AI is a next-generation artificial intelligence company developing

proprietary architecture for scalable, efficient AI training and inference. For more information, visit www.subq.ai.

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: changes to or modification of the Agreement in the future, future capital needs and uncertainty

regarding the Company’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 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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