Business Context and Reporting Period
Datacentrex, Inc. (DTCX), a Nevada corporation, filed this Form 8-K on March 26, 2026, to report the entry into a material definitive agreement for a public equity offering. The offering closed on March 31, 2026.
Key Financial Metrics and Transaction Details
- Gross Proceeds: Approximately $20.2 million.
- Securities Issued:
- 4,510,000 shares of Common Stock at $2.00 per share.
- Pre-funded warrants to purchase up to 5,575,000 shares at $1.99 per warrant (exercise price $0.01).
- Placement Agent Fees: 8% cash fee on aggregate purchase price plus 1% for non-accountable expenses.
- Legal Expenses: Reimbursement of $250,000 to the Placement Agent's legal counsel.
- Placement Agent Warrant: Issued to purchase up to 806,800 shares at $2.00 per share; exercisable after 180 days with a 5-year term.
- Use of Proceeds: Working capital and general corporate purposes.
Material Changes and Corporate Actions
- Preferred Stock Amendment: On March 26, 2026, the Company entered into a Waiver and Amendment with Series A Preferred Stock holders.
- Holders waived anti-dilution adjustments related to this Offering.
- Conversion rate amended from 15 to 23 shares of Common Stock per preferred share.
- Reference rate amended from $3.00 to $2.00 per share.
- Lock-Up Agreements: The Company and its officers/directors agreed to a six-month lock-up period prohibiting the sale of securities, subject to exceptions. The CFO's lock-up ends upon cessation of affiliate status or six months post-closing, whichever is earlier.
- Registration Rights: The Company is restricted from issuing additional equity or filing new registration statements for six months post-closing, subject to exceptions.
Outlook, Risks, and Management Commentary
The filing does not provide specific forward-looking guidance, revenue projections, or management commentary regarding future operational performance beyond the stated intent to use proceeds for working capital. The transaction involves standard risks associated with equity dilution and the terms of the lock-up agreements.
Investor Verification Checklist
- Verify the final net proceeds after deducting the 9% total cash fee and $250,000 legal reimbursement.
- Review the full text of the Waiver and Amendment (Exhibit 10.3) to understand the full implications of the Series A Preferred Stock conversion rate change.
- Confirm the exact number of shares outstanding post-closing to assess the dilution impact of the 4,510,000 new shares and potential exercise of 5,575,000 pre-funded warrants.
- Check the status of the S-3 Registration Statement (File No. 333-286951) for any subsequent amendments or restrictions.