Business Context and Reporting Period
This Form 8-K was filed by Thumzup Media Corporation (not Datacentrex, Inc.) on June 17, 2025. The report details a corporate governance action involving the amendment of the company's Articles of Incorporation to designate a new class of preferred stock.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on the structural terms of a new equity issuance.
Material Changes
The primary material change reported is the creation of Series C Convertible Preferred Stock:
- Authorization: 200,000 shares designated with a par value of $0.001.
- Stated Value: $60.00 per share.
- Voting Rights: Holders vote on an as-converted basis.
- Liquidation Preference: Ranks junior to Series A and Series B preferred stock but senior to Common Stock. Distribution of net assets occurs on an as-converted basis.
- Conversion Terms: Subject to equitable adjustment for stock splits. Conversion is limited by a beneficial ownership cap of 4.99% or 9.99% (at the holder's option).
Guidance, Outlook, and Risks
The filing contains no management commentary, financial guidance, or outlook. No specific risks or contingencies are discussed beyond the standard terms of the stock designation. The document notes that the description of the Series C stock is qualified by reference to the full Certificate of Designation filed as Exhibit 3.1.
Investor Verification Checklist
- Verify the full text of the Certificate of Designation (Exhibit 3.1) for complete terms not summarized in the 8-K.
- Confirm the current outstanding amounts of Series A and Series B preferred stock to understand the full capital structure hierarchy.
- Check for any subsequent filings regarding the actual issuance or sale of the 200,000 authorized Series C shares.
- Review the company's latest 10-K or 10-Q for financial health, as this 8-K provides no financial metrics.