Form 8-K

8-K — Datacentrex, Inc.

Accession: 0001493152-26-023147

Filed: 2026-05-14

Period: 2026-05-14

CIK: 0001853825

SIC: 7374 (SERVICES-COMPUTER PROCESSING & DATA PREPARATION)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

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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) 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

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 ☒

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.

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

EX-99.1

Filename: ex99-1.htm · Sequence: 2

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

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