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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) April 13, 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
April 13, 2026, Datacentrex, Inc. announced financial results for the year ended December 31, 2025.
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 April 13, 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:
April 13, 2026 |
By: |
/s/
Parker Scott |
| |
Name: |
Parker
Scott |
| |
Title: |
Chief
Executive Officer |
Exhibit 99.1
Datacentrex
Reports Full Year 2025 Results; Achieves Positive Adjusted EBITDA in Transformational Year
| ● | Cash
and digital assets exceed $59 million as of the date of this release |
| ● | Revenue
of approximately $7.0 million and gross profit of approximately $3.4 million |
| ● | Generated
positive Adjusted EBITDA of approximately $0.5 million for the year (a non-GAAP measure) |
April
13, 2026 – Datacentrex, Inc. (“Datacentrex” or the “Company”) (Nasdaq: DTCX), a diversified technology-driven
enterprise operating a digital asset mining business, today announced the filing of its Annual Report on Form 10-K for the fiscal year
ended December 31, 2025. For the year, the Company generated revenue of approximately $7.0 million, gross profit of approximately $3.4
million, and positive Adjusted EBITDA of approximately $0.5 million despite, absorbing substantial one-time costs associated with the
completion of its December 2025 merger transaction.
Separately,
on March 31, 2026, the Company closed a public offering of common stock and pre-funded warrants for aggregate gross proceeds of approximately
$20.2 million, with Dominari Securities LLC serving as sole placement agent. Following the closing of the offering, the Company had more
than $59 million in cash and digital assets as of the date of this release, strengthening its balance sheet and providing the Company
with flexibility to pursue strategic opportunities, including expansion of digital asset infrastructure and other value-enhancing transactions.
“2025
was a transformational year for Datacentrex, and we are pleased to report positive Adjusted EBITDA for the full year even as we absorbed
substantial transaction-related costs to close our merger transaction in December 2025 and establish Datacentrex as a Nasdaq-listed digital
infrastructure platform,” said Parker Scott, Chief Executive Officer of Datacentrex. “Generating positive cash-based earnings
in our first year of operations, against the backdrop of challenging digital asset market conditions, is a meaningful validation of our
model as one of the few public companies pioneering institutional-scale Scrypt-based mining. We have more than $59 million in cash and
digital assets on our balance sheet today and are exceptionally well-positioned to pursue strategic expansion and adjacent technology
opportunities that can drive and create long-term value for our shareholders.”
Full
Year 2025 Operating and Financial Highlights (audited)
| ● | Revenue
of approximately $7.0 million from digital asset mining operations |
| ● | Gross
profit of approximately $3.4 million |
| ● | Net
loss of approximately $8.5 million, which included approximately $7.5 million of depreciation
expense on mining equipment amortized over a two-year useful life, as well as stock-based
compensation and professional fees associated with the closing of the going-public transaction |
| ● | Positive
Adjusted EBITDA of approximately $0.5 million (a non-GAAP measure, reconciled in the Company’s
Form 10-K) |
| ● | 3,094
operating Scrypt ASIC miners deployed across four geographically diversified U.S. colocation
facilities as of December 31, 2025 |
| ● | 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.
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.
Reconciliations
of Adjusted EBITDA to the most comparable U.S. GAAP financial metric as of December 31, 2025 is presented in the table below:
| Net Loss | |
$ | (8,502,885 | ) |
| | |
| | |
| Depreciation | |
| 7,503,386 | |
| | |
| | |
| Stock based compensation | |
| 1,389,989 | |
| | |
| | |
| Interest expense, net | |
| 140,818 | |
| | |
| | |
| Adjusted EBITDA | |
| 531,308 | |
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
