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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): January 22, 2026
DATACENTREX,
INC.
(Exact
name of registrant as specified in its charter)
| Nevada |
|
001-42388 |
|
85-3651036 |
(State
or Other Jurisdiction
of
Incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
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
701
S. Carson St., Suite 200, Carson City, NV 89701
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
| ☐ |
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)) |
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.
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 |
Item
8.01 Other Information.
As
previously reported on Datacentrex, Inc.’s (formerly, Thumzup Media Corporation) (the “Company’s”) Current
Report on Form 8-K filed with the Securities and Exchange Commission on December 15, 2025, TZUP Merger Sub, Inc., a wholly-owned subsidiary
of the Company, merged with and into Dogehash Technologies, Inc. (“Dogehash”) with
Dogehash surviving as a wholly-owned subsidiary of the Company (the “Acquisition”).
In
connection with the Acquisition, the Company is
filing updated business description and risk factor disclosures for the purpose of updating disclosures contained
in the Company’s prior public filings. The updated business description and risk factors are filed herewith as Exhibits
99.1 and 99.2, respectively, and are incorporated herein by reference.
Forward-Looking
Statements
This
Current Report on Form 8-K 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 Current Report on Form
8-K, including statements regarding the Company’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 Company’s ability to successfully achieve its strategic initiatives, including its expectation
that it will be able to secure additional miners; unexpected costs, charges or expenses resulting from the Acquisition; potential adverse
reactions or changes to business relationships resulting from the completion of the Acquisition; risks related to the inability of the
Company to successfully operate as a combined business; risks associated with the possible failure to realize certain anticipated benefits
of the Acquisition, including with respect to future financial and operating results; competition in the Company’s markets; risks
associated with the Company’s investment strategy, including digital asset market volatility, cybersecurity and custody of digital
assets, potential changes in laws or accounting standards relating to digital assets and regulatory developments affecting digital assets;
and volatility of the Company’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, including in the Company’s Annual Report on Form 10-K, Quarterly Reports on
Form 10-Q, and Current Reports on Form 8-K. The risks and uncertainties that the Company has described are not the only ones the Company
faces. Additional risks and uncertainties not presently known to the Company or that the Company currently deems immaterial may also affect
the Company’s operations. All forward-looking statements speak only as of the date of this Current Report on Form 8-K. 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 the Company’s
control) and assumptions that could cause actual results to differ materially from historical experience. Actual results may differ materially
from those in the forward-looking statements and the trading price for the Company’s common stock may fluctuate significantly 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.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 99.1 |
|
Datacentrex
Business Description |
| 99.2 |
|
Datacentrex
Risk Factors |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
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, thereunto duly authorized.
| Date:
January 22, 2026 |
DATACENTREX,
INC. |
| |
|
|
| |
By: |
/s/
Parker Scott |
| |
Name: |
Parker
Scott |
| |
Title: |
Chief
Executive Officer |
