**UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30,2026
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____ to _____
Commission file number 001-40527
Digi Power X Inc.
(Exact Name of Registrant as Specified in its Charter)
| British Columbia, Canada | Not Applicable |
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| (State or other jurisdiction of | (I.R.S. Employer |
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| incorporation or organization) | Identification No.) |
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| Toronto, Ontario | M5C 1T4 |
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| (Address of Principal Executive Offices) | (Zip Code) |
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**(818) 280-9758
**Registrant’s telephone number, including area code
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
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| Subordinate Voting Shares | DGXX | Nasdaq Capital Market |
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes ☒ No☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes ☒ No☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
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| Non-accelerated filer | ☒ | Smaller reporting company | ☒ |
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| Emerging growth company | ☒ | |
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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.☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
Yes☐ No☒
As of August 14, 2026, the registrant had 101,393,355 subordinate voting shares issued and outstanding and 3,333 proportionate voting shares issued and outstanding.
Table of Contents
| Page |
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| Part I - Financial Information | 1 |
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| Unaudited Condensed Interim Consolidated Balance Sheets | 2 |
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| Unaudited Condensed Interim Consolidated Statements of Operations and Comprehensive Loss | 3 |
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| Unaudited Condensed Interim Consolidated Statements of Cash Flows | 4 |
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| Unaudited Condensed Interim Consolidated Statements of Changes in Shareholders’ Equity | 5 |
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| Notes to Unaudited Condensed Consolidated Financial Statements | 6 |
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| Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations | 25 |
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| Item 3. Quantitative and Qualitative Disclosures About Market Risk | 37 |
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| Item 4. Controls and Procedures | 37 |
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| Part II - Other Information | 38 |
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| Item 1. Legal Proceedings | 38 |
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| Item 1A. Risk Factors | 38 |
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| Item 2. Unregistered Sales of Equity Securities and Use of Proceeds | 39 |
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| Item 3. Defaults Upon Senior Securities | 39 |
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| Item 4. Mine Safety Disclosures | 39 |
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| Item 5. Other Information | 40 |
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| Item 6. Exhibits | 40 |
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| SIGNATURES | 41 |
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements contained in this Quarterly Report on Form 10-Q (the “Quarterly Report”) that reflect Digi Power X Inc.’s (“we,” “us,” “our,” the “Corporation,” or “Digi Power”) current views with respect to future events and financial performance, business strategies, expectations for our business and any other statements of a future or forward-looking nature, constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, and “forward-looking information” within the meaning of applicable Canadian securities laws (collectively referred to herein as “forward-looking statements”). We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and forward-looking information within the meaning of Canadian securities laws. All statements other than statements of historical facts contained in this Quarterly Report may be forward-looking statements. These forward-looking statements include statements about our financial condition, results of operations, earnings outlook, prospects, and the treatment of the Corporation under government regulatory and taxation regimes. Forward-looking statements appear in a number of places in this Quarterly Report including, without limitation, in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Forward-looking statements can often be identified by forward-looking words, such as “anticipate,” “believe,” “expect,” “plan,” “intend,” “estimate,” “may,” “potential” and “will,” or similar words suggesting future outcomes or other expectations, beliefs, plans, objectives, assumptions, intentions or statements about future events or performance. The forward-looking statements contained in this Quarterly Report are based on our current expect ations and beliefs concerning future developments and their potential effects on us, and we cannot assure you that future developments affecting the Corporation will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Some factors that could cause actual results to differ include, but are not limited to, the following:
| ● | The Corporation’s development of a Tier III data center and other infrastructure projects involves significant risks, including but not limited to risks relating to construction and equipment delivery, many of which are beyond the Corporation’s control; |
| ● | The loss of our existing customer and/or our inability to gain new customers may have an adverse effect on the Corporation’s business, financial condition and results of operations; |
| ● | The Corporation’s business may be adversely impacted if the Corporation is unable to fulfill its obligations pursuant to the Cerebras Agreement (as defined below). For more information regarding the Cerebras Agreement, see Note 20 to the Corporation’s Condensed Interim Consolidated Financial Statements for the six months ended June 30, 2026 and 2025; |
| ● | The Corporation depends on third-party suppliers for critical computing equipment, and any delays, supply constraints, or changes in supplier relationships could adversely affect the Corporation’s ability to execute its business plans; |
| ● | The Corporation’s business may be adversely impacted if the Corporation is unable to successfully deploy the NVIDIA Vera Rubin systems that it has committed to purchase; |
| ● | The Corporation’s inability to execute on our evolving business model and strategy, including our ability to diversify and expand into the market for high-performance computing (“HPC”) and artificial intelligence (“AI”) solutions and data centers, may have an adverse impact on the Corporation’s business; |
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| ● | The Corporation’s inability to respond to anticipated demand for large data centers may have an adverse impact on the Corporation’s business; |
| ● | Regulatory changes or actions related to data centers and/or cryptocurrencies may alter the nature of an investment in the Corporation in a manner that adversely affects the Corporation’s operations; |
| ● | The Corporation is subject to risks associated with the Corporation’s need for significant electrical power. The Corporation’s data center and mining operations require electrical power to be available at commercially feasible rates. Government regulators may potentially restrict the ability of electricity suppliers to provide electricity to mining operations; |
| ● | The Corporation is subject to risks associated with the Corporation’s requirement to obtain, and to comply with, permits, licenses and approvals from federal, state or provincial, and local governmental agencies in the U.S., Canada and other jurisdictions in which the Corporation may operate, including the risk that such permits or licenses may be delayed, denied, revoked or modified, or that the Corporation may fail to timely obtain or comply with their conditions; |
| ● | The Corporation may face community opposition to the operation of its data centers, including complaints and/or community protests regarding, for example, noise, the use of electricity and water, or other quality-of-life issues, which could result in litigation, development delays, moratoria, regulatory action, fines or penalties, costly mitigation measures, restrictions on our electricity use or operating hours, reduced scale of operations, difficulty obtaining permits for expansion, or the shutdown of affected facilities; |
| ● | The Corporation is subject to extensive environmental (including applicable zoning laws and regulations), energy, and climate-related regulation, any of which could result in significant additional costs or liabilities to ensure compliance; |
| ● | The Corporation faces competition from other data center and cryptocurrency companies; |
| ● | The Corporation’s data centers and/or cryptocurrency inventory may be exposed to cybersecurity threats and hacks; |
| ● | The value of cryptocurrencies may be subject to momentum pricing risk; |
| ● | Cryptocurrency exchanges and other trading venues are relatively new and, in most cases, largely unregulated and may therefore be more exposed to fraud and failure; |
| ● | Acceptance and/or widespread use of cryptocurrency is uncertain; |
| ● | If the Corporation is unable to insure the remainder of its mined digital currency, its business and/or its financial condition may be adversely affected; |
| ● | The Corporation may be required to sell its cryptocurrency portfolio to pay its expenses; |
| ● | Technological obsolescence and difficulty obtaining hardware may adversely impact the Corporation’s operating results and financial condition; |
| ● | The Corporation does not currently pay cash dividends, and, therefore, the Corporation’s shareholders will not be able to receive a return on their subordinate voting shares (“subordinate voting shares” or “SV Shares”) unless they sell them; |
| ● | The SV Shares are subject to volatility risk, and there is no guarantee that an active or liquid market will be sustained for the SV Shares; |
| ● | The Corporation has a limited history of operations and is in the early stage of development; |
| ● | Ineffective management of growth could result in a failure to sustain the Corporation’s progress; |
| ● | There are significant legal, accounting, and financial costs of being a publicly traded company, which may reduce the resources available for the Corporation to develop its data centers and/or deploy on its cryptocurrency mining operations; |
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| ● | The Corporation may be unable to obtain additional financing on acceptable terms or at all; |
| ● | The Corporation may be subject to tax consequences that could reduce the Corporation’s profitability; |
| ● | The Corporation may be exposed to risks from exchanging currencies, including currency exchange fees. |
| ● | The Corporation may be subject to litigation; |
| ● | Uninsured or uninsurable risks could result in significant financial liabilities; |
| ● | Exposure to environmental liabilities and hazards may result in the imposition of fines, penalties and restrictions; |
| ● | The Corporation’s success is largely dependent on the performance of the Corporation’s management and executive officers; |
| ● | The Corporation may be unable to attract, develop and retain its key personnel and establish adequate succession planning; |
| ● | Certain directors and officers may have a conflict of interest between their duties owed to the Corporation and their interest in other personal or business ventures; |
| ● | Recent changes in U.S. political leadership and economic policies, as well as any future policy changes, may create uncertainty that materially affects the Corporation’s business and financial performance; and |
| ● | Current or future geopolitical events may have an adverse impact on the Corporation’s business. |
The foregoing list of factors and other risks detailed from time to time in our reports filed with the U.S. Securities and Exchange Commission (the “SEC”) is not exhaustive. See “Part II, Item 1A – Risk Factors.” Those factors and the other risk factors described therein are not necessarily all of the important factors that could cause actual results or developments to differ materially from those expressed in any of our forward-looking statements. Other unknown or unpredictable factors also could harm our results. Consequently, our actual results could be materially different from the results described or anticipated by our forward-looking statements due to the inherent uncertainty of estimates, forecasts and projections and may be better or worse than anticipated. Given these uncertainties, you should not place undue reliance on any forward-looking statements. Forward-looking statements represent our estimates and assumptions only as of the date that they were made. We expressly disclaim any duty to provide updates to forward-looking statements, and the estimates and assumptions associated with them, after the date of this report, in order to reflect changes in circumstances or expectations or the occurrence of unanticipated events, except to the extent required by applicable securities laws.
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