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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
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

[email protected]

800-403-6150