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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) August 27, 2026
DATACENTREX,
INC.
(Exact
name of registrant as specified in its charter)
| Nevada |
|
001-42388 |
|
85-3651036 |
| (State or other jurisdiction |
|
(Commission |
|
(IRS Employer |
| of incorporation) |
|
File Number) |
|
Identification No.) |
| 470 W 200 N STE 18 |
|
|
| Salt
Lake City, UT |
|
84103 |
| (Address of principal executive
offices) |
|
(Zip Code) |
Registrant’s
telephone number, including area code: (800) 403-6150
N/A
(Former
name or former address, if changed since last report.)
| ☐ |
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 |
| Common stock, $0.001 par
value |
|
DTCX |
|
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 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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
1.01 Entry into a Material Definitive Agreement.
On
August 27, 2026, Datacentrex, Inc. (the “Company”) entered into a Common Unit Purchase Agreement (the “Purchase Agreement”)
with ELNG Equity LLC (“ELNG”), pursuant to which the Company agreed to purchase, and ELNG agreed to sell, 23,076,923 Class
A Common Units of ELNG (the “Units”) for an aggregate purchase price of approximately $30,000,000 (the “Purchase Price”).
The closing of the transactions contemplated by the Purchase Agreement (the “Closing”) occurred on August 28, 2026 and the
Company paid the Purchase Price. In connection with the Closing, the Company entered into a joinder agreement to ELNG’s Second
Amended and Restated Limited Liability Company Agreement (the “Operating Agreement”), which governs the Company’s rights
and obligations as a unitholder of ELNG.
The
Purchase Agreement contains customary representations, warranties and covenants of the parties, including provisions regarding the private
offering nature of the transaction. The Units have not been registered under the Securities Act of 1933, as amended (the “Securities
Act”), or under applicable state securities laws, and were issued and sold in reliance on an exemption from registration under
Section 4(a)(2) of the Securities Act. The Purchase Agreement also includes restrictions on transfer of the Units, including that any
transfer must be made in accordance with applicable law and the Operating Agreement. In addition, the Purchase Agreement contains a “most
favored nations” provision which provides that, for three months following the Closing, if ELNG issues equity interests on terms
more favorable than those provided to the Company under the Purchase Agreement, such more favorable terms will, at the Company’s
option, become a part of the Purchase Agreement. The Purchase Agreement also grants the Company a right, for 12 months following the
Closing, to participate pro rata in any subsequent debt financing by ELNG on the same terms and conditions as such financing, subject
to existing preferential rights of certain ELNG stakeholders.
The
foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the
full text of the Purchase Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by
reference.
Item
8.01 Other Events.
On
August 31, 2026, the Company issued a press release announcing the Closing. A copy of the press release is furnished as Exhibit 99.1
to this Current Report on Form 8-K.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit
No. |
|
Exhibit |
| 10.1*+ |
|
Common Unit Purchase Agreement, dated August 27, 2026, by and between Datacentrex, Inc. and ELNG Equity LLC |
| 99.1 |
|
Press release, dated August 31, 2026 |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
| * |
Certain
exhibits and schedules to this Exhibit have been omitted in accordance with Item 601(a)(5) of Regulation S-K. The
Company agrees to furnish supplementally a copy of all omitted exhibits and schedules to the Securities and Exchange Commission or
its staff upon request. |
| |
|
| + |
Certain
provisions and terms of this Exhibit have been redacted in accordance with Item 601(b)(10)(iv) of Regulation S-K because the
Company customarily and actually treats that information as private or confidential and the omitted information is not material.
The Company will supplementally provide a copy of an unredacted copy of this exhibit to the Securities and Exchange Commission or
its staff upon request. |
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.
| |
Datacentrex,
Inc. |
| |
|
|
| Date: August 31, 2026 |
By: |
/s/
Parker Scott |
| |
Name: |
Parker Scott |
| |
Title: |
Chief Executive Officer |
Exhibit
99.1
Datacentrex
Invests $30 Million in Eagle LNG Partners, a Supplier of Fuel for the U.S. Space Launch Industry
Investment
reflects 10.5% equity interest in Operating Aerospace-Spec LNG Producer Positioned for the U.S. Space Launch Buildout
| ● | Eagle
LNG produces high-methane, aerospace-specification LNG required by the next generation of
American reusable launch vehicles |
| ● | Investment
is being made concurrently with, and at the same value per unit as, a $10 million commitment
by an affiliate of The Energy & Minerals Group (“EMG”). Funds managed by
EMG are Eagle LNG’s controlling sponsor and an existing investor in the business |
Salt
Lake City, UT – August 31, 2026 – Datacentrex, Inc. (“Datacentrex” or the “Company”) (Nasdaq:
DTCX) today announced that it has entered into a Common Unit Purchase Agreement and invested $30 million in ELNG Equity LLC (“ELNG”),
the equity holding company of Eagle LNG Partners LLC (“Eagle LNG”), acquiring $30 million of Class A Common Units. Eagle
LNG is a vertically integrated producer of liquefied natural gas and a qualified supplier of the aerospace-specification liquid methane
used to fuel next-generation American launch vehicles.
An
Operating Business, Not a Development Project
Eagle
LNG has been producing and delivering LNG since 2017 and serves a contracted customer base across space propulsion, marine bunkering,
island utility and industrial end-markets under long-term take-or-pay supply agreements with a weighted average tenor of approximately
15 years. Since 2018 it has completed more than 700 LNG bunkering operations, both ship-to-shore and ship-to-ship, without incident.
“We
are focused on companies producing real revenue in ultra-high-growth sectors, and we intend to be at the forefront of them,” said
Parker Scott, Chief Executive Officer of Datacentrex. “Eagle LNG is not a concept. It has been producing and delivering LNG since
2017 and it is already under contract with a leading space propulsion customer. The United States is setting out to multiply its launch
cadence several times over this decade, and every one of those vehicles has to be fueled. We would rather own a position in the supply
chain underneath that growth than try to pick which vehicle wins.”
About
Datacentrex, Inc.
Datacentrex,
Inc. is a diversified technology-driven enterprise operating a digital asset mining business across high-growth sectors including digital-asset
infrastructure, data-center operations, and energy and space-launch infrastructure. Datacentrex, Inc. intends to pursue selective investments,
partnerships, and acquisitions to drive innovation and value creation. For additional information, please refer to the Company’s
filings with the U.S. Securities and Exchange Commission, which are available at www.sec.gov.
Visit
Datacentrex’s investor relations website at https://ir.datacentrex.com/.
About
Eagle LNG Partners
Eagle
LNG Partners is a Jacksonville, Florida–based developer and operator of small-scale LNG infrastructure serving space propulsion,
marine bunkering, island utility and industrial customers across the southeastern United States and the Caribbean. Eagle LNG was formed
in 2013 and is controlled by The Energy & Minerals Group.
Forward-Looking
Statements Disclaimer
This
press release contains certain forward-looking statements within the meaning of the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. All statements other than statements of historical fact included in this press release, including statements
regarding the anticipated benefits of the investment; Eagle LNG’s planned expansion projects and their expected cost, timing and
capacity impact; the expected commencement of contract volumes; projected growth in space propulsion, launch cadence, marine bunkering
or other LNG demand; the effect of governmental policy on commercial space activity; Eagle LNG’s ability to convert unfilled demand
or rights of first refusal into contracted volumes; the potential for future strategic transactions involving Eagle LNG; and Datacentrex’s
future financial condition, results of operations, business operations and business prospects, are forward-looking statements. These
statements are identified by the use of the words “could,” “believe,” “anticipate,” “intend,”
“estimate,” “expect,” “may,” “continue,” “predict,” “potential,”
“project” and similar expressions that are intended to identify forward-looking statements.
All
forward-looking statements are subject to important factors, risks, uncertainties, and assumptions, including industry and economic conditions
that could cause actual results to differ materially from those described in the forward-looking statements. Such factors, risks, uncertainties
and assumptions include, but are not limited to: the illiquid, non-controlling nature of the Company’s interest and the absence
of any public market for the Class A Common Units, and the resulting risk of loss of all or a portion of the investment; the absence
of any obligation or committed timetable for ELNG to pursue an initial public offering or other liquidity event, and the possibility
that no such transaction occurs, that it is delayed or completed on terms unfavorable to existing holders, or that it does not result
in liquidity for the Company’s units, which may remain subject to lock-up, conversion and transfer restrictions; the Company’s
limited ability to influence Eagle LNG’s management, strategy, capital structure or distribution policy; Eagle LNG’s substantial
existing indebtedness and preferred equity, and its ability to service, refinance or repay those obligations; delays, cost overruns or
permitting, siting or construction risk affecting the Talleyrand second berth, the Maxville de-bottlenecking program, or any future liquefaction
capacity; the possibility that de-bottlenecking does not achieve expected production capacity; customer concentration and the commencement,
renewal, modification, non-performance or early termination of customer contracts, including termination rights exercisable on limited
notice; the fact that a right of first refusal does not obligate any counterparty to purchase any volumes; the early-stage and capital-intensive
nature of the commercial space launch industry and its dependence on third-party launch cadence, vehicle qualification and government
programs outside Eagle LNG’s control; the possibility that announced governmental objectives regarding launch cadence are not achieved,
are modified, or do not translate into demand for Eagle LNG’s products; volatility in natural gas, LNG and competing marine fuel
prices; changes in tax credits, tariffs, export authorizations and other governmental policies affecting LNG; the reliance of statements
in this release regarding Eagle LNG on information provided by Eagle LNG, which the Company has not independently verified; the effect
of the investment on the Company’s liquidity and capital resources; volatility in the prices of Dogecoin, Litecoin, Bitcoin and
other digital assets and increases in Scrypt network difficulty; and volatility of Datacentrex’s stock price.
Forward-looking
statements also are affected by the risk factors described in the Company’s filings with the U.S. Securities and Exchange Commission
(the “SEC”), including in the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports
on Form 8-K. Investors and security holders are urged to read these documents free of charge on the SEC’s website at http://www.sec.gov.
The risks and uncertainties that Datacentrex has described are not the only ones Datacentrex faces. Additional risks and uncertainties
not presently known to Datacentrex or that Datacentrex currently deems immaterial may also affect Datacentrex’s operations. All
forward-looking statements speak only as of the date of this press release. You should not place undue reliance on these forward-looking
statements. Except as required by law, Datacentrex undertakes no obligation to update or revise publicly any forward-looking statements,
whether as a result of new information, future events or otherwise, after the date on which the statements are made.
This
press release does not constitute an offer to sell or the solicitation of an offer to buy any security.
Company
Contact
Datacentrex
Investor Relations
ir@datacentrex.com
800-403-6150
