Form 8-K

8-K — Datacentrex, Inc.

Accession: 0001493152-26-016376

Filed: 2026-04-13

Period: 2026-04-13

CIK: 0001853825

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

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

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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

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.

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

EX-99.1

Filename: ex99-1.htm · Sequence: 2

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

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