Digi Power X Inc 2025年度报告

FORM 10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 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) DelawareNot applicable(State or other jurisdiction of(I.R.S. Employer 110 Yonge Street, Suite 1601Toronto, OntarioM5C 1T4 (Address of Principal Executive Offices, including)Zip Code Registrant’s Telephone Number, Including Area Code: (818) 280-9758 Securities registered pursuant to Section 12(b) of the Act: Name of Each Exchange on whichRegistered Securities registered pursuant to Section 12(g) of the Act: Not applicable Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange 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 submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant 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 smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filerNon-accelerated filer If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying 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 has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐No☒ The aggregate market value of the registrant’s subordinate voting shares held by non-affiliates of the registrant (based on the lastreported sale price of the registrant’s subordinate voting shares on June 30, 2025 on the Nasdaq Capital Market) was approximately$92,039,538. As of March 30, 2026, the registrant had 69,807,449 subordinate voting shares issued and outstanding and 3,333 proportionate votingshares issued and outstanding. DOCUMENTS INCORPORATED BY REFERENCE Certain portions of the registrant’s definitive proxy statement to be delivered to its shareholders in connection with the registrant’s2026 Annual Meeting of Shareholders are incorporated by reference into Part III of this Annual Report on Form 10-K. Such definitiveproxy statement will be filed with the U.S. Securities and Exchange Commission within 120 days after the end of the fiscal yearcovered by this Annual Report on Form 10-K. DIGI POWER X INC. TABLE OF CONTENTS PagePART IItem 1. Business1Item 1A. Risk Factors9Item 1B. Unresolved Staff Comments32Item 1C. Cybersecurity32Item 2. Properties34Item 3. Legal Proceedings34Item 4. Mine Safety Disclosures34PART IIItem 5. Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of EquitySecurities35Item 6. [Reserved]35Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations35Item 7A. Quantitative and Qualitative Disclosures About Market Risk49Item 8. Financial Statements and Supplementary DataF-1Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures50Item 9A. Controls and Procedures50I