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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) March 26, 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
Public
Offering
On
March 26, 2026, Datacentrex, Inc. (the “Company”) entered into a placement agency agreement (the “Placement Agency
Agreement”) with Dominari Securities LLC (the “Placement Agent”), pursuant to which the Company agreed to issue and
sell directly to investors (the “Investors”), in a best efforts offering (the “Offering”), an aggregate of (i)
4,510,000 shares
(the “Shares”) of the Company’s common stock, par value $0.001 (the “Common Stock”), at $2.00 per share
and (ii) pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to an aggregate of 5,575,000
shares (the “Pre-Funded Warrant Shares” and together
with the Shares and the Pre-Funded Warrants, the “Securities”) of the Company’s Common Stock at $1.99 per Pre-Funded
Warrant.
Each
Pre-Funded Warrant is exercisable until exercised in full at an exercise price of $0.01 per share. The Company is prohibited from effecting
an exercise of the Pre-Funded Warrants to the extent that, as a result of such exercise, the holder together with the holder’s
affiliates, would beneficially own more than 4.99% (or, at the election of the holder, 9.99%) of the number of shares of Common Stock
outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of the Pre-Funded Warrant, which
beneficial ownership limitation may be increased by the holder up to, but not exceeding, 9.99%.
Pursuant
to the terms of the Placement Agency Agreement, the Company has agreed, for a period of six months from the Closing Date (as defined
herein), not to issue (or enter into any agreement to issue) any shares of Common Stock or any securities convertible into or exercisable
or exchangeable for shares of capital stock of the Company, or file or caused to be filed any registration statement relating to the
offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of
capital stock of the Company, subject to certain exceptions. In addition, each of the Company’s officers, and directors
of the Company’s Common Stock have entered into lock-up agreements with the Company pursuant to which each of them has agreed not
to, for a period of six months from the Closing Date, offer, sell, transfer or otherwise dispose of the Company’s securities, subject
to certain exceptions. The Company’s Chief Financial Officer, Robert Steele, has entered into a separate “lock-up”
agreement containing the restrictions described above, provided that such lock-up period will end on the earlier of (x) six months after
the Closing Date and (y) the date on which he ceases to be an “Affiliate” of the Company, as such term is defined in Rule
405 of the Securities Act of 1933, as amended.
The
Securities were offered and sold by the Company pursuant to the Company’s effective registration statement on Form S-3 (File No.
333-286951) (as amended, the “Registration Statement”), including a base prospectus, initially filed with the U.S. Securities
and Exchange Commission (the “SEC”) on May 2, 2025, as amended and declared effective on May 30, 2025.
The
closing of the Offering occurred on March 31, 2026 (the “Closing Date”). The gross proceeds to the Company from the
Offering were approximately $20.2 million, before deducting Placement Agent fees and expenses and estimated Offering expenses payable
by the Company. The Company intends to use the net proceeds received from the Offering for working capital and general corporate purposes.
Pursuant
to the Placement Agency Agreement, the Company paid the Placement Agent a cash fee equal to 8% of the aggregate purchase price paid by
the Investors in the Offering and a cash fee equal to 1% of the aggregate purchase price paid by the Investors in the Offering for non-accountable
expenses. The Company also reimbursed the Placement Agent for all reasonable and out-of-pocket expenses incurred in connection with the
Placement Agent’s engagement, including reasonable fees and expenses of the Placement Agent’s legal counsel in the amount
of $250,000. Furthermore, the Company issued the Placement Agent a warrant (the “Placement Agent Warrant”) to purchase up
to 806,800 shares of the Company’s Common Stock at an exercise price of $2.00 per share. The Placement Agent Warrant will be exercisable
180 days after the date of the Placement Agency Agreement and
has a term of exercise equal to five years from the date of issuance.
The
Placement Agency Agreement contains customary representations and warranties, agreements and obligations, conditions to closing and termination
provisions. The foregoing descriptions of terms and conditions of the Placement Agency Agreement, the Pre-Funded Warrant and the Placement
Agent Warrant do not purport to be complete and are qualified in their entirety by the full text of the Placement Agency Agreement, the
form of Pre-Funded Warrant and the form of Placement Agent Warrant, copies of which are attached as Exhibits 1.1, 10.1 and 10.2, respectively,
to this Current Report on Form 8-K and are incorporated by reference herein.
The
legal opinion and consent of Sheppard, Mullin, Richter & Hampton LLP relating to the validity of the Securities issued in the Offering
is filed herewith as Exhibit 5.1.
Waiver
and Amendment
On
March 26, 2026, the Company entered into a Waiver and Amendment (the “Waiver and Amendment”) with the holders of the Company’s
outstanding Series A Preferred Convertible Voting Stock (the “Series A Preferred Stock”), pursuant to which such holders
(i) waived any adjustment to the conversion rate of the Series A Preferred Stock that would have otherwise resulted from the Offering,
and (ii) agreed to amend the certificate of designation of the Series A Preferred Stock to change the conversion rate from 15 shares
to 23 shares of Common Stock and the reference rate from $3.00 to $2.00 per share of Common Stock.
The
foregoing description of the Waiver and Amendment does not purport to be complete and is qualified in its entirety by the full text of
the Waiver and Amendment, a copy of which is attached as Exhibit 10.3 to this Current Report on Form 8-K and is incorporated by reference
herein.
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
March 27, 2026, the Company filed the Second Amended and Restated Certificate of Designation of Rights, Powers, Preferences, Privileges
and Restrictions of the Series A Preferred Stock (the “Second Amended and Restated Certificate of Designation”) with the
Secretary of State of Nevada to amend the conversion rate from 15 shares to 23 shares of Common Stock and the reference rate from $3.00
to $2.00 per share of Common Stock.
The
foregoing description of the Second Amended and Restated Certificate of Designation does not purport to be complete and is qualified
in its entirety by the full text of the Second Amended and Restated Certificate of Designation, a copy of which is attached as Exhibit
3.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item
8.01 Other Events.
On
March 26, 2026, the Company issued a press release announcing the launch of the Offering. A copy of the press release is filed as Exhibit
99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
On
March 26, 2026, the Company issued a press release announcing the pricing of the Offering. A copy of the press release is filed as Exhibit
99.2 to this Current Report on Form 8-K and is incorporated by reference herein.
On
March 31, 2026, the Company issued a press release announcing the closing of the Offering. A copy of the press release is filed
as Exhibit 99.3 to this Current Report on Form 8-K and is incorporated by reference herein.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit
No. |
|
Exhibit |
| 1.1 |
|
Placement Agency Agreement by and between the Company and Dominari Securities LLC dated March 26, 2026 |
| 3.1 |
|
Second Amended and Restated Certificate of Designation of Rights, Powers, Preferences, Privileges and Restrictions of the Series A Preferred Stock, dated March 27, 2026 |
| 5.1 |
|
Opinion of Sheppard, Mullin, Richter & Hampton LLP |
| 10.1 |
|
Form of Pre-Funded Warrant |
| 10.2 |
|
Form of Placement Agent Warrant |
23.1 |
|
Consent of Sheppard, Mullin, Richter & Hampton LLP (included in Exhibit 5.1) |
| 99.1 |
|
Press release dated March 26, 2026 |
| 99.2 |
|
Press release dated March 26, 2026 |
| 99.3 |
|
Press
release dated March 31, 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.
| |
Datacentrex,
Inc. |
| |
|
|
| Date:
March 31, 2026 |
By: |
/s/
Parker Scott |
| |
Name: |
Parker
Scott |
| |
Title: |
Chief
Executive Officer |
Exhibit 99.1
Datacentrex
Announces Proposed Public Offering
Salt
Lake City, Utah, March 26, 2026 (GLOBE NEWSWIRE) — Datacentrex, Inc. (Nasdaq: DTCX) (“Datacentrex” or the “Company”),
a digital infrastructure and capital deployment company that owns and operates Scrypt compute assets and evaluates strategic transactions
across asset-backed operating businesses, today announced that it has commenced a public offering of shares of its common stock and,
in lieu of common stock to certain investors, pre-funded warrants to purchase shares of its common stock. The Company intends to use
the net proceeds from this proposed offering (the “Offering”) for working capital and general corporate purposes. The Offering
is subject to market conditions, and there can be no assurance as to whether or when the Offering may be completed, or as to the actual
size or terms of the Offering.
Dominari
Securities LLC is acting as the sole placement agent for the Offering
This
Offering is being made pursuant to an effective shelf registration statement on Form S-3, as amended (No. 333-286951), declared effective
by the U.S. Securities and Exchange Commission (the “SEC”) on May 30, 2025. A preliminary prospectus supplement and accompanying
shelf prospectus (“Shelf Prospectus”) describing the terms of the Offering will be filed with the SEC and will be available
on the SEC’s website located at http://www.sec.gov. Electronic copies of the preliminary prospectus supplement (together
with the final prospectus supplement for this Offering, the “Prospectus Supplement”) and the accompanying Shelf Prospectus
may be obtained, when available, by contacting Dominari Securities LLC, Attention: Syndicate Department, 725 5th Ave 23 Floor, New York,
NY 10022, by email at info@dominarisecurities.com, or by telephone at (212) 393-4500.
Before
investing in this Offering, interested parties should read, in their entirety, the Prospectus Supplement and the Shelf Prospectus and
the other documents that the Company has filed with the SEC pertaining to the Offering and that are incorporated by reference in the
Prospectus Supplement and the Shelf Prospectus, which provide more information about the Company and such Offering.
This
press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of securities
in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under
the securities laws of any such state or jurisdiction.
About
Datacentrex
Datacentrex
is a digital infrastructure and capital deployment company that owns and operates Scrypt compute assets and evaluates strategic transactions
across asset-backed operating businesses. Our current operating platform is centered on owned and operated Scrypt-based proof-of-work
compute deployed through third-party colocation facilities. Datacentrex monetizes this compute primarily through hashrate marketplace
mechanisms and manages a treasury of digital assets and cash in a manner intended to preserve capital and support opportunistic, accretive
deployment.
For
more information, please visit https://datacentrex.com/. Information on the Company’s website does not constitute a part
of and is not incorporated by reference into this press release.
Forward-Looking
Statements
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 relating to the Offering. 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, including the Company’s expectations regarding the Offering, use of the expected proceeds
from the Offering and other statements that are not purely statements of historical fact. 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. Although the Company believes
that its plans, objectives, expectations and intentions reflected in or suggested by the forward-looking statements are reasonable, it
can give no assurances that these plans, objectives, expectations or intentions will be achieved. Forward-looking statements involve
significant risks and uncertainties (some of which are beyond our control) and assumptions that could cause actual results to differ
materially from historical experience and present expectations or projections. Actual results may differ materially from those in the
forward-looking statements. Other risks are contained in the Company’s filings with the SEC, including in the Company’s Annual
Report on Form 10-K, as amended, and in subsequent reports on Forms 10-Q and 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. Except as required by law, the Company 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 or to reflect the occurrence of unanticipated events.
Company
Contact
Datacentrex
Investor Relations
ir@datacentrex.com
800-403-6150
Exhibit 99.2
Datacentrex
Announces Pricing of $20.17 Million Confidentially Marketed Public Offering at $2.00 per Share
Salt
Lake City, Utah, March 26, 2026 (GLOBE NEWSWIRE) — Datacentrex, Inc. (Nasdaq: DTCX) (“Datacentrex” or the “Company”),
a digital infrastructure and capital deployment company that owns and operates Scrypt compute assets and evaluates strategic transactions
across asset-backed operating businesses, today announced the pricing of its confidentially marketed public offering (the “Offering”)
of common stock and, in lieu of common stock to certain investors, pre-funded warrants to purchase shares of its common stock, at a public
offering price of $2.00 per share (inclusive of the pre-funded warrant exercise price).
The
Company expects to receive aggregate gross proceeds of $20.17 million from the Offering, before deducting placement agent fees and other
related expenses. The Offering is expected to close on or about March 30, 2026, subject to the satisfaction of customary closing conditions.
The
Company intends to use the net proceeds from the Offering for working capital and general corporate purposes.
Dominari
Securities LLC is acting as the exclusive placement agent for the Offering.
The
Offering is being made pursuant to a shelf registration statement on Form S-3 (File No. 333-286951), including a base prospectus, initially
filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 2, 2025, and declared effective by SEC on May 30,
2025.
A
preliminary prospectus supplement and accompanying shelf prospectus relating to the Offering and describing the terms of thereof has
been filed with the SEC on March 26, 2026 and forms a part of the effective registration statement, and is available on the SEC’s
website located at http://www.sec.gov. Electronic copies of the preliminary prospectus supplement and the accompanying base prospectus
may be obtained, by contacting Dominari Securities LLC, Attention: Syndicate Department, 725 5th Ave., 23 Floor, New York, NY 10022,
by email at info@dominarisecurities.com, or by telephone at (212) 393-4500. The final terms of the Offering will be disclosed in a final
prospectus supplement to be filed with the SEC, which will be available for free on the SEC’s website at www.sec.gov.
This
press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of securities
in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under
the securities laws of any such state or jurisdiction.
About
Datacentrex
Datacentrex
is a digital infrastructure and capital deployment company that owns and operates Scrypt compute assets and evaluates strategic transactions
across asset-backed operating businesses. Our current operating platform is centered on owned and operated Scrypt-based proof-of-work
compute deployed through third-party colocation facilities. Datacentrex monetizes this compute primarily through hashrate marketplace
mechanisms and manages a treasury of digital assets and cash in a manner intended to preserve capital and support opportunistic, accretive
deployment.
For
more information, please visit https://datacentrex.com/. Information on the Company’s website does not constitute a part
of and is not incorporated by reference into this press release.
Forward-Looking
Statements
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 relating to the Offering. 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, including the satisfaction of customary closing conditions related to the Offering, the intended
use of the expected proceeds from the Offering and other statements that are not purely statements of historical fact. 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.
Although the Company believes that its plans, objectives, expectations and intentions reflected in or suggested by the forward-looking
statements are reasonable, it can give no assurances that these plans, objectives, expectations or intentions will be achieved. Forward-looking
statements involve significant risks and uncertainties (some of which are beyond our control) and assumptions that could cause actual
results to differ materially from historical experience and present expectations or projections. Actual results may differ materially
from those in the forward-looking statements. Other risks are contained in the Company’s filings with the SEC, including in the
Company’s prospectus supplement relating to the Offering, Annual Report on Form 10-K, as amended, and in subsequent reports on
Forms 10-Q and 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.
Except as required by law, the Company 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 or to reflect the occurrence
of unanticipated events.
Company
Contact
Datacentrex
Investor Relations
ir@datacentrex.com
800-403-6150
Exhibit 99.3
Datacentrex
Announces Closing of $20.17 Million Public Offering
Salt
Lake City, Utah, March 31, 2026 (GLOBE NEWSWIRE) -- Datacentrex, Inc. (Nasdaq: DTCX) (“Datacentrex” or the “Company”),
a digital infrastructure and capital deployment company that owns and operates Scrypt compute assets and evaluates strategic transactions
across asset-backed operating businesses, today announced the closing of its previously announced public offering (the “Offering”)
of 4,510,000 shares of common stock and 5,757,000 pre-funded warrants at a public offering price
of $2.00 per share (inclusive of the pre-funded warrant exercise price of $0.01), resulting in gross proceeds of $20.17 million,
before deducting placement agent fees and other related expenses.
The
Company intends to use the net proceeds from the Offering for working capital and general corporate purposes.
Dominari
Securities LLC acted as the exclusive placement agent for the Offering.
This
Offering was made pursuant to an effective shelf registration statement on Form S-3 (File No. 333-286951), including a base prospectus,
initially filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 2, 2025, as amended and declared effective
by the SEC on May 30, 2025.
A
preliminary prospectus supplement and accompanying shelf prospectus relating to the Offering and describing the terms of thereof was
filed with the SEC on March 26, 2026 and forms a part of the effective registration statement, and is available on the SEC’s website
located at http://www.sec.gov. A final prospectus supplement and accompanying prospectus relating to the Offering was filed with the
SEC on March 30, 2026 and is available on the SEC’s website located at http://www.sec.gov. Electronic copies of the prospectus supplement
and the accompanying base prospectus may be obtained, by contacting Dominari Securities LLC, Attention: Syndicate Department, 725 Fifth
Avenue, 23rd Floor, New York, NY 10022, by email at info@dominarisecurities.com, or by telephone at (212) 393-4500.
This
press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of securities
in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under
the securities laws of any such state or jurisdiction.
About
Datacentrex
Datacentrex
is a digital infrastructure and capital deployment company that owns and operates Scrypt compute assets and evaluates strategic transactions
across asset-backed operating businesses. Our current operating platform is centered on owned and operated Scrypt-based proof-of-work
compute deployed through third-party colocation facilities. Datacentrex monetizes this compute primarily through hashrate marketplace
mechanisms and manages a treasury of digital assets and cash in a manner intended to preserve capital and support opportunistic, accretive
deployment.
For
more information, please visit https://datacentrex.com/. Information on the Company’s website does not constitute a
part of and is not incorporated by reference into this press release.
Forward-Looking
Statements
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 relating to the Offering. 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, including
the intended use of proceeds from the Offering and other statements that are not purely statements of historical fact. 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.
Although the Company believes that its plans, objectives, expectations and intentions reflected in or suggested by the forward-looking
statements are reasonable, it can give no assurances that these plans, objectives, expectations or intentions will be achieved. Forward-looking
statements involve significant risks and uncertainties (some of which are beyond our control) and assumptions that could cause actual
results to differ materially from historical experience and present expectations or projections. Actual results may differ materially
from those in the forward-looking statements. Other risks are contained in the Company’s filings with the SEC, including in the
Company’s final prospectus supplement relating to the Offering, Annual Report on Form 10-K, as amended, and in subsequent reports on
Forms 10-Q and 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.
Except as required by law, the Company 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 or to reflect the occurrence
of unanticipated events.
Company
Contact
Datacentrex Investor Relations
ir@datacentrex.com
800-403-6150
