Business Context and Reporting Period
Datacentrex, Inc. (DTCX), a Nevada corporation, filed this Form 8-K on December 23, 2025, with the report signed on January 2, 2026. The filing primarily addresses the announcement of unaudited operational results for its wholly-owned subsidiary, Dogehash Technologies, Inc., for the quarter ended September 30, 2025. Additionally, the report details new executive and director compensation agreements and confirms the status of lock-up agreements related to the acquisition of Dogehash Technologies.
Key Financial Metrics
The filing references unaudited results for Dogehash Technologies, Inc. for the quarter ended September 30, 2025, but does not provide specific numerical values for revenue, profit, cash flow, margins, debt, or liquidity within the text of this 8-K. These figures are contained in the press release furnished as Exhibit 99.1, which is incorporated by reference but not reproduced in the provided text.
Material Changes and Compensation Agreements
The filing discloses significant changes in executive and director compensation structures effective late December 2025:
- CEO Employment Agreement: Parker Scott (CEO and Chairman) entered into an agreement on December 29, 2025, with a base salary of $450,000 annually, a target annual bonus of 100% of base salary, and an initial grant of 1,250,000 restricted common shares. The agreement includes severance provisions of 1x base salary plus target bonus for termination without cause, and 2x base salary plus target bonus in the event of a Change in Control within 24 months.
- Independent Director Agreements: Agreements dated December 26, 2025, with directors Christopher Ensey, Christopher R. Moe, and Allan Evans provide for $30,000 in annual cash compensation plus an initial grant of 103,550 restricted shares. Additional grants of restricted stock with a notional value of $190,000 are provided thereafter. Committee service fees range from $5,000 to $20,000 annually depending on the role.
Outlook, Risks, and Contingencies
Lock-Up Agreements: The filing confirms that holders of common stock and Series D Convertible Preferred Stock issued during the Dogehash acquisition are subject to 180-day lock-up agreements entered into in July 2025. These agreements restrict the sale or transfer of shares, with specific exceptions allowing investors in US Data and Energy, LLC (USD&E) to release one-third of their holdings at 90-day intervals (starting 90 days post-acquisition).
Legal Disclaimer: The financial information regarding Dogehash Technologies is unaudited and is not deemed "filed" under Section 18 of the Exchange Act, limiting its legal liability status compared to formal financial statements.
Investor Verification Checklist
- Review Exhibit 99.1 (Press Release) for the specific unaudited revenue and profit figures for Dogehash Technologies for the quarter ended September 30, 2025.
- Verify the exact vesting schedule and performance conditions for the 1,250,000 restricted shares granted to the CEO.
- Confirm the current status of the 180-day lock-up period for USD&E investors and the specific dates for the scheduled release of share tranches.
- Examine the full text of the Employment Agreement (Exhibit 10.1) for the precise definitions of "Cause," "Good Reason," and "Change in Control."