false
0001853825
0001853825
2026-05-14
2026-05-14
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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) May 14, 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
2.02 Results of Operations and Financial Condition.
On
May 14, 2026, Datacentrex, Inc. announced financial results for the quarter ended March 31, 2026. A copy of the related press release
is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The
information included herein and in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it
be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly
set forth by specific reference in such filing.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit
No. |
|
Exhibit |
| 99.1 |
|
Press release dated May 14, 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:
May 14, 2026 |
By: |
/s/
Parker Scott |
| |
Name: |
Parker
Scott |
| |
Title: |
Chief
Executive Officer |
Exhibit
99.1
Datacentrex
Reports First Quarter 2026 Financial Results
| ● | Revenue
increased to $2.2 million, compared with $160,000 in the prior year period, driven by scaled
deployment of Scrypt-based digital asset mining infrastructure |
May
14, 2026 – Datacentrex, Inc. (“Datacentrex” or the “Company”) (Nasdaq: DTCX), a diversified technology-driven
enterprise operating a digital asset mining business, today reported financial results for the first quarter ended March 31, 2026.
“Datacentrex’s
Q1 2026 results reflect strong year-over-year growth, with mining operations generating $2.2 million of revenue compared to $160,000
from inception in Q1 2025,” said Parker Scott, Chief Executive Officer of Datacentrex. “Importantly, we generated $513,000
in gross profit, representing a 23.5% gross margin, despite a difficult mining environment in Q1 2026. While our reported net loss reflects
several significant non-cash items, including depreciation, stock-based compensation, and mark-to-market losses on digital asset holdings,
these items do not reflect the underlying cash performance of the business. Excluding the impact of digital asset valuation movements,
we believe our operating results demonstrate meaningful progress toward greater efficiency as we continue to scale our mining infrastructure.
“We
entered 2026 with a well-capitalized balance sheet, no debt, and a fleet of 3,094 Scrypt ASIC miners that has continued to contribute
gross profit on our operating business. We believe the combination of our operating infrastructure, treasury position, and continued
focus on cost discipline provides flexibility for Datacentrex to invest and pursue growth opportunities, and we remain focused on expanding
our compute capacity and evaluating strategic investments across the digital infrastructure landscape to drive long-term value for our
stockholders,” added Scott.
First
Quarter 2026 Financial Highlights (unaudited)
| ● | Revenue
increased to $2.2 million, compared with $160,000 in the first quarter of 2025, reflecting
the Company’s expanded deployment of Scrypt ASIC miners and transition into a scaled
digital asset mining platform. |
| ● | Gross
profit increased to $513,000, at a 23.5% gross margin, compared with $84,000, at 52.5% gross
margin in the prior-year period. The unit economics and gross margins of the Company’s
mining operations continued to demonstrate positive mining performance in Q1 2026 despite
digital asset price volatility. |
| ● | Total
operating expenses were $5.5 million, compared with $391,000 in the prior-year period, primarily
reflecting a $3.3 million non-cash depreciation and amortization expense related to the Company’s
mining equipment base, $1.2 million of stock-based compensation, and higher general and administrative
expenses associated with operating as a scaled public digital infrastructure company. |
| ● | Reported
a GAAP net loss of $6.2 million, which included $3.3 million of depreciation and amortization
expense, $1.2 million of stock-based compensation, and $1.2 million of net realized and unrealized
losses on digital assets driven by Scrypt and Bitcoin asset price movements during the quarter. |
| ● | Reported
an Adjusted EBITDA loss of approximately $1.7 million, reflecting $3.3 million of depreciation
and amortization and $1.2 million of stock-based compensation added back to a GAAP net loss
of $6.2 million. Adjusted EBITDA for the quarter includes $1.2 million of non-cash mark-to-market
losses on digital assets; absent this non-cash valuation movement, the operational loss would
have been approximately $0.5 million. See reconciliation table below. |
| ● | Ended
the quarter with $42.5 million in cash and cash equivalents, $5.3 million in digital assets,
and $11.2 million in receivables from the Company’s public market offering which closed
on March 31, 2026, representing aggregate liquidity of more than $59 million. |
First
Quarter 2026 Operating Highlights
| ● | Mined
Scrypt-based blockchain networks, including Litecoin and Dogecoin, through a merged-mining
architecture, generating revenue across multiple networks without incremental energy consumption
- while accumulating Bitcoin as the Company’s long-term treasury reserve. As of March
31, 2026: |
| ○ | Operated
3,094 Scrypt ASIC miners across four geographically diversified U.S.-based colocation facilities. |
| ○ | Operated
approximately 43.3 TH/s of aggregate deployed hashrate and approximately 12.5 MW of deployed
power capacity. |
About
Datacentrex, Inc.
Datacentrex,
Inc. is a diversified technology-driven enterprise operating a digital asset mining business and transitioning to potential high-growth
sectors including digital-asset infrastructure, data-center operations and quantum-computing-adjacent technologies. 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.
Non-GAAP
Financial Measures
This
press release includes Adjusted EBITDA, which is a non-GAAP financial measure. The Company defines Adjusted EBITDA as net income (loss),
adjusted for depreciation and amortization, stock-based compensation, interest expense, net, and certain other items. Adjusted EBITDA
is not a measure calculated in accordance with U.S. GAAP and should not be considered in isolation or as a substitute for net income
(loss) or any other measure prepared in accordance with U.S. GAAP. A reconciliation of Adjusted EBITDA to net loss, the most directly
comparable U.S. GAAP measure, is provided in the financial tables included in this press release.
Reconciliation
of Net Loss to Adjusted EBITDA (Unaudited)
(in
thousands)
| | |
Q1 2026 | | |
Q1 2025 | |
| Net loss | |
$ | (6,152 | ) | |
$ | (309 | ) |
| Add: Depreciation and amortization | |
| 3,287 | | |
| 189 | |
| Add: Stock-based compensation | |
| 1,156 | | |
| — | |
| Adjusted EBITDA | |
$ | (1,708 | ) | |
$ | (119 | ) |
Adjusted
EBITDA for Q1 2026 includes $1,212 of non-cash mark-to-market losses on digital assets, which are reflected in the GAAP net loss but
are not added back under the Company’s Adjusted EBITDA definition. Excluding this item, the operational loss would have been approximately
$(496).
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 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, Datacentrex’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 merger; potential
adverse reactions or changes to business relationships resulting from the completion of the merger; risks related to the inability of
Datacentrex to successfully operate as a combined business; risks associated with the possible failure to realize certain anticipated
benefits of the merger, including with respect to future financial and operating results; competition in Datacentrex’s markets;
risks associated with Datacentrex’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 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. 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 Datacentrex’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 Datacentrex’s common stock may fluctuate significantly. 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 or to reflect the occurrence of unanticipated events.
Company
Contact
Datacentrex
Investor Relations
ir@datacentrex.com
800-403-6150
