Business Context and Reporting Period
This Form 8-K, dated December 15, 2025, reports the completion of a merger and a change of control for Datacentrex, Inc. (formerly Thumzup Media Corp). On this date, the Company acquired Dogehash Technologies, Inc. ("Dogehash"), a Scrypt-based digital asset miner, making Dogehash a wholly-owned subsidiary. Concurrently, the Company changed its name from Thumzup Media Corporation to Datacentrex, Inc. and its trading symbol on The Nasdaq Capital Market changed from "TZUP" to "DTCX" effective December 16, 2025.
Key Financial Metrics and Transaction Details
The filing details the consideration paid for the acquisition but does not provide standalone revenue, profit, or cash flow metrics for the reporting period.
- Consideration Issued: The Company issued 13,835,188 shares of Common Stock and 16,239.812 shares of newly designated Series D Convertible Preferred Stock to Dogehash stockholders.
- Series D Conversion: The Series D shares are convertible into an aggregate of 16,329,812 shares of Common Stock (1,000:1 ratio), subject to beneficial ownership limitations (4.99% or 9.99% caps).
- Ownership Structure Post-Merger: Former Dogehash stockholders own approximately 45.17% of outstanding Common Stock and 61.07% of the voting power (inclusive of Series D conversion). Pre-merger Datacentrex stockholders retain 54.83% of Common Stock and 38.93% of voting power.
- Liquidity and Debt: The filing text does not provide specific values for cash, debt, or liquidity positions.
Material Changes Versus Prior Period
The primary material change is the Change of Control resulting from the acquisition. Dogehash stockholders now hold the majority of the voting power (61.07%). Additionally, the Company underwent a significant Corporate Name and Symbol Change to reflect its new strategic focus on datacenter and digital asset mining operations.
Management Commentary, Risks, and Unusual Items
Management Changes
Effective December 15, 2025, the Board of Directors was restructured to five members:
- Parker Scott (former Dogehash CEO) appointed as Chief Executive Officer and Chairman of the Board.
- Robert Steele (former CEO) resigned as CEO and appointed as Chief Financial Officer.
- Isaac Dietrich resigned as CFO and Director.
- Paul Dickman and Joanna Massey resigned as Directors.
- New Independent Directors: Christopher Ensey, Allan Evans, and Christopher R. Moe were appointed to fill vacancies and serve on key committees (Audit, Compensation, Nominating).
Risks and Contingencies
- Unregistered Securities: The shares and Series D stock issued in the merger were not registered under the Securities Act of 1933 and were issued in reliance on exemptions (Section 4(a)(2) and Rule 506(b)). They may not be resold without registration or an applicable exemption.
- Series D Restrictions: The Series D Preferred Stock includes beneficial ownership limitations that may restrict conversion if it causes a holder to exceed 4.99% (or 9.99% at election) of outstanding Common Stock.
Investor Verification Checklist
- Verify the new trading symbol DTCX and CUSIP 256918103 on The Nasdaq Capital Market.
- Confirm the dilution impact of the 16,329,812 potential shares issuable upon conversion of Series D Preferred Stock.
- Review the Merger Agreement (Exhibit 2.1 to the August 22, 2025 8-K) for full terms of the acquisition not detailed in this summary.
- Monitor the integration of Dogehash's Scrypt-based mining operations under the new leadership of Parker Scott.
- Check for any future filings regarding the registration of the unregistered shares issued to Dogehash stockholders.