Form 8-K

8-K — Datacentrex, Inc.

Accession: 0001493152-26-037386

Filed: 2026-08-12

Period: 2026-08-12

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) August 12, 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.

August 12, 2026, Datacentrex, Inc. announced financial results for the quarter ended June 30, 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 August 12, 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:

August 12, 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 Second Quarter 2026 Financial Results;

Ends

Quarter with $51.9 Million in Cash and No Debt

●

Revenue

of $1.9 million and positive gross profit despite higher power costs and challenging digital asset market conditions

●

GAAP

net loss of $5.5 million; Net Cash Burn of approximately $61,000, an improvement of approximately 88% from the first quarter of 2026

●

Cash

and digital assets totaled approximately $57.9 million as of June 30, 2026

August

12, 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 second quarter ended June 30, 2026.

“Second-quarter

results reflected a challenging operating environment, particularly higher power costs and continued volatility in digital asset markets,

which affected gross margin and reported earnings,” said Parker Scott, Chief Executive Officer of Datacentrex. “Despite these

pressures, our mining operations remained gross-profit positive, and our Adjusted EBITDA loss improved sequentially to approximately

$1.3 million from approximately $1.7 million in the first quarter. Excluding non-cash losses on digital assets, and after $597,000 of

net interest income, our Net Cash Burn for the quarter was approximately $61,000, or nearly breakeven, compared with approximately $496,000

in the first quarter of 2026.”

“We

ended June with $51.9 million in cash, approximately $6.0 million in digital assets and no debt,” Scott continued. “This

liquidity allows us to remain patient and disciplined as we evaluate opportunities to improve fleet economics, expand our compute capacity

and deploy capital across the digital infrastructure landscape. Our priority is to pursue opportunities that we believe offer attractive

risk-adjusted returns and can create durable value for our stockholders.”

Second

Quarter 2026 Financial Highlights (unaudited)

●

Revenue

was approximately $1.9 million, compared with approximately $1.9 million in the second quarter of 2025.

●

Net

Cash Burn, a non-GAAP measure presented for the first time this quarter, was approximately $61,000, compared with approximately $496,000

in the first quarter of 2026 and net cash generation of approximately $561,000 in the second quarter of 2025. Net Cash Burn excludes

approximately $1.3 million of net realized and unrealized losses on digital assets and is presented after approximately $597,000

of net interest income. See the reconciliation table below.

●

Gross

profit was approximately $205,000, representing a gross margin of 10.7%, compared with approximately $931,000 and a gross margin

of 48.2% in the prior-year period. The reduction primarily reflected increased power rates for the Company’s deployed mining

fleet.

●

Total

operating expenses were approximately $5.0 million, compared with approximately $2.4 million in the prior-year period. Second-quarter

2026 operating expenses included approximately $3.3 million of depreciation and amortization, approximately $851,000 of stock-based

compensation and approximately $863,000 of general and administrative expenses.

●

Reported

a GAAP net loss of approximately $5.5 million, or $(0.14) per basic and diluted share, compared with a net loss of approximately

$1.5 million in the second quarter of 2025. The second-quarter 2026 net loss included approximately $3.3 million of depreciation

and amortization, approximately $851,000 of stock-based compensation and approximately $1.3 million of net realized and unrealized

losses on digital assets, partially offset by approximately $597,000 of net interest income.

●

Reported

an Adjusted EBITDA loss of approximately $1.3 million, compared with an Adjusted EBITDA loss of approximately $1.7 million in the

first quarter of 2026, representing a sequential improvement of approximately 22%.

●

Ended

the quarter with approximately $51.9 million in cash and cash equivalents and approximately $6.0 million in digital assets, representing

combined cash and digital assets of approximately $57.9 million.

Second

Quarter 2026 Operating Highlights

●

Operated

3,085 Scrypt ASIC miners across four geographically diversified colocation facilities, all located in the United States.

●

Maintained

approximately 43.2 TH/s of aggregate deployed hashrate at full uptime and approximately 12.5 MW of deployed power capacity.

●

Maintained

a stable operating fleet during the quarter, with no material additions or removals and no changes to colocation arrangements or

contracted power capacity.

●

Continued

to support Litecoin, Dogecoin and other Scrypt-based blockchain networks through merged-mining architecture, allowing the Company’s

compute assets to validate multiple blockchain networks without incremental energy consumption.

●

Continued

to monetize hashrate primarily through marketplace channels in which settlement is typically denominated in Bitcoin.

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 and Net Cash Burn, each of which is a non-GAAP financial measure. The Company defines Adjusted

EBITDA as net income (loss), adjusted for impacts of interest expense, income tax provision or benefit and depreciation and amortization,

and non-cash stock-based compensation. The Company defines Net Cash Burn as net income (loss), adjusted for depreciation and amortization,

non-cash stock-based compensation, income tax provision or benefit, and net realized and unrealized gains and losses on digital assets.

Unlike Adjusted EBITDA, Net Cash Burn is not adjusted for interest, because management uses Net Cash Burn to assess the periodic cost

of sustaining the business after the benefit of interest earned on the Company’s cash balances; that net interest amount is shown

as a memorandum line in the reconciliation tables below and should not be added to Net Cash Burn a second time. Both gains and losses

on digital assets are excluded from Net Cash Burn symmetrically, and the definitions are applied consistently across the periods presented.

Because the Company’s mining revenue is settled in digital assets rather than in cash, Net Cash Burn reflects the combined change

in cash and digital assets attributable to operations; it is not a measure of liquidity and is not a substitute for net cash used in

operating activities, which was $4,991,617 for the six months ended June 30, 2026. Adjusted EBITDA and Net Cash Burn are not measures

calculated in accordance with U.S. GAAP and should not be considered in isolation or as substitutes for net income (loss) or any other

measure prepared in accordance with U.S. GAAP. Reconciliations of Adjusted EBITDA and Net Cash Burn to net loss, the most directly comparable

U.S. GAAP measure, for the three and six month periods presented are provided in the financial tables included in this press release

as net income (loss), adjusted for impacts of interest expense, income tax provision or benefit and depreciation and amortization, and

non-cash stock-based compensation.

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

DATACENTREX,

INC.

CONDENSED

CONSOLIDATED BALANCE SHEETS

June 30, 2026

(Unaudited)

December 31,

2025

ASSETS

Current assets:

Cash and cash equivalents

$ 51,884,089

$ 38,919,486

Digital assets, at fair value

5,985,071

4,430,202

Other receivable

16,873

Prepaid expenses

577,510

468,817

Total current assets

58,463,543

43,818,505

Equipment, net

12,028,842

18,537,452

Capitalized software costs, net

138,127

264,193

Deposits for equipment

3,600,100

Other assets

621,660

Total assets

$ 74,852,272

$ 66,841,910

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

Accounts payable and accrued expenses

$ 318,463

$ 594,658

Total current liabilities

318,463

594,658

Commitments and Contingencies (Note 7)

Stockholders’ equity:

Preferred stock - Series A, $0.001 par value, $45.00 stated value, 1,000,000 shares authorized; 163,767 and 158,420 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively

163

158

Preferred stock - Series D, $0.001 par value, $4.34 stated value, 1,000,000 shares authorized; 13,914 and 16,240 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively

Common stock, $0.001 par value, 250,000,000 shares authorized; 39,643,626 and 30,375,530 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively

39,643

30,375

Treasury stock, at cost – 59,191 shares

(274,231 )

Additional paid in capital

94,891,169

74,993,819

Accumulated deficit

(20,122,949 )

(8,502,885 )

Total stockholders’ equity

74,533,809

66,247,252

Total liabilities and stockholders’ equity

$ 74,852,272

$ 66,841,910

DATACENTREX,

INC.

CONDENSED

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

Three Months Ended

Six Months Ended

June 30, 2026

June 30, 2025

June 30, 2026

June 30, 2025

Revenues

$ 1,913,779

$ 1,928,587

$ 4,092,987

$ 2,088,212

Cost of revenue

1,708,524

998,062

3,374,852

1,074,032

Gross profit

205,255

930,525

718,135

1,014,180

Operating Expenses:

General and administrative expenses

863,281

193,099

1,950,490

394,970

Depreciation and amortization

3,287,326

2,162,531

6,574,585

2,352,011

Stock based compensation

850,858

2,006,924

Total Operating Expenses

5,001,465

2,355,630

10,531,999

2,746,981

Loss From Operations

(4,796,210 )

(1,425,105 )

(9,813,864 )

(1,732,801 )

Other Income (Expense):

Net realized and unrealized gains (losses), digital assets

(1,269,425 )

72,381

(2,481,598 )

71,482

Other income

6,467

Interest income (expense), net

597,278

(176,506 )

668,931

(176,506 )

Total Other Income (Expense)

(672,147 )

(104,125 )

(1,806,200 )

(105,024 )

Net Loss Before Income Taxes

(5,468,357 )

(1,529,230 )

(11,620,064 )

(1,837,825 )

Provision for Income Taxes (Benefit)

Net Loss

$ (5,468,357 )

$ (1,529,230 )

$ (11,620,064 )

$ (1,837,825 )

Net Loss Per Common Share:

Basic

$ (0.14 )

$ -

$ (0.32 )

$ -

Diluted

$ (0.14 )

$ -

$ (0.32 )

Weighted Average Common Shares Outstanding:

Basic

39,201,327

36,232,290

Diluted

39,201,327

36,232,290

Reconciliation

of Net Loss to Adjusted EBITDA and Net Cash Burn (Unaudited)

(in

dollars)

For the Three Months Ended

June 30, 2026

March 31, 2026

June 30, 2025

Net Loss

$ (5,468,357 )

$ (6,151,707 )

$ (1,529,230 )

Depreciation

3,287,326

3,287,259

2,162,531

Stock based compensation

850,858

1,156,066

Interest expense

176,506

Adjusted EBITDA

$ (1,330,173 )

$ (1,708,382 )

$ 809,807

Less: interest expense added back above

(176,506 )

Net realized and unrealized (gains) losses on digital assets

1,269,425

1,212,173

(72,381 )

Net Cash Burn (non-GAAP)

$ (60,748 )

$ (496,209 )

$ 560,920

Memo: interest income (expense), net, included above

597,278

71,653

(176,506 )

Reconciliation

of Net Loss to Adjusted EBITDA and Net Cash Burn – Six Months (Unaudited)

For the Six Months Ended

June 30, 2026

June 30, 2025

Net Loss

$ (11,620,064 )

$ (1,837,825 )

Depreciation

6,574,585

2,352,011

Stock based compensation

2,006,924

Interest expense

176,506

Adjusted EBITDA

$ (3,038,555 )

$ 690,692

Less: interest expense added back above

(176,506 )

Net realized and unrealized (gains) losses on digital assets

2,481,598

(71,482 )

Net Cash Burn (non-GAAP)

$ (556,957 )

$ 442,704

Memo: interest income (expense), net, included above

668,931

(176,506 )

Adjusted

EBITDA for the second quarter of 2026 includes $1,269,425 of net realized and unrealized losses on digital assets, which are reflected

in the GAAP net loss and are not added back under the Company’s Adjusted EBITDA definition. Net Cash Burn excludes those amounts.

Amounts for the three months ended March 31, 2026 represent the six months ended June 30, 2026 less the three months ended June 30, 2026,

each as reported in the Company’s Quarterly Reports on Form 10-Q; both periods are presented in the tables above. Net Cash Burn

is not adjusted for interest and therefore includes net interest income of $597,278 for the three months ended June 30, 2026, which is

shown as a memorandum line above.

For

the three months ended June 30, 2026 , the Company had $672,147 in other expense, net. This included net unrealized and realized

loss on digital assets of $1,269,425 and interest income, net, of $597,278. For the three months ended June 30, 2025, the Company had

$104,125 in other expense, net, consisting of net unrealized and realized gain on digital assets of $72,381 and interest expense, net

of $176,506.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

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Balance Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

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Namespace Prefix:

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- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

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Data Type:

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- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

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Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

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Namespace Prefix:

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- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

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Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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