Business Context and Reporting Period
Company: Digi Power X Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: April 9, 2026
Reporting Period: Event-based (April 9, 2026)
Business Context: The Company, incorporated in British Columbia, Canada, entered into an amended and restated at-the-market (ATM) sales agreement with A.G.P. / Alliance Global Partners to facilitate the sale of its Subordinate Voting Shares (SV Shares) on the Nasdaq Stock Market.
Key Financial Metrics
This filing does not contain audited financial statements, revenue, profit, cash flow, or debt metrics. The primary financial data point disclosed is:
- ATM Program Capacity: Up to US$75 million in aggregate offering price for SV Shares.
- Agent Commission: Up to 3.0% of aggregate gross proceeds from sales.
Material Changes
The Company amended and restated its Original ATM Agreement (dated May 30, 2025) in its entirety. Key changes and terms include:
- Program Expansion/Restatement: The new agreement allows for the issuance and sale of SV Shares with an initial aggregate offering price of up to US$75 million.
- Sales Method: Sales may be made as "at the market offerings" under Rule 415, including ordinary brokers' transactions on the Nasdaq Capital Market.
- Flexibility: The Company has no obligation to sell any shares and may suspend or terminate the agreement at any time.
Guidance, Outlook, and Risks
Management Commentary: The filing serves to disclose the terms of the ATM Agreement and does not provide forward-looking financial guidance or operational outlook beyond the establishment of the equity program.
Risks and Contingencies:
- Dilution Risk: Issuance of SV Shares under the ATM program will result in dilution to existing shareholders.
- Market Conditions: Sales are subject to market conditions and the Company's discretion; there is no guarantee that shares will be sold.
- Legal Disclaimer: Representations and warranties in the agreement are for the benefit of the contracting parties only and should not be relied upon by investors as characterizations of the Company's actual state of facts.
Investor Verification Checklist
- Verify the current trading price of Subordinate Voting Shares (DGXX) on Nasdaq to assess potential dilution impact.
- Review the full text of the Amended and Restated Sales Agreement (Exhibit 1.1) for specific termination clauses and conditions.
- Check subsequent filings for actual sales volumes and proceeds generated under the ATM program.
- Confirm the Company's current cash position and liquidity needs to understand the urgency of utilizing the ATM facility.