Datacentrex, INC. 424B5 Filing

Key Financial Figures

• $0.001 — 0 shares of our common stock, par value $0.001 per share (the “Common Stock&rdqu
• $2.00 — ”), at a public offering price of $2.00 per share. We are also offering to each
• $1 — rice of each Pre-Funded Warrant will is $1.99, which is equal to the price per sha
• $0 — n Stock being sold to the public, minus $0.01, and the exercise price of each Pre-
• $0.01 — rice of each Pre-Funded Warrant will be $0.01 per share. For each Pre-Funded Warrant
• $3.09 — ng sales price for our Common Stock was $3.09 per share. Investing in our securities
• $250,000 — t’s legal counsel in an amount of $250,000. In addition, we have agreed to issue t
• $17.9 million — rom this offering will be approximately $17.9 million after deducting Placement Agent fees, a
• $4.92 — at a weighted average exercise price of $4.92 per share; 455,888 shares issuable u
• $9.09 — th a weighted average exercise price of $9.09 per share; 70,000 shares underlying r

Filing Documents

• form424b5.htm (424B5) — 539KB
• form424b5_001.jpg (GRAPHIC) — 15KB
• forms-3_001.jpg (GRAPHIC) — 3KB
• forms-3_002.jpg (GRAPHIC) — 1KB
• 0001493152-26-013474.txt ( ) — 567KB

USE OF PROCEEDS

USE OF PROCEEDS S-8 DIVIDEND POLICY S-8 CAPITALIZATION S-9

DESCRIPTION OF SECURITIES OFFERED

DESCRIPTION OF SECURITIES OFFERED S-10 PLAN OF DISTRIBUTION S-11 LEGAL MATTERS S-14 EXPERTS S-14 WHERE YOU CAN FIND MORE INFORMATION S-14 INCORPORATION OF INFORMATION BY REFERENCE S-15 Page PROSPECTUS ABOUT THIS PROSPECTUS 4 DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS 4 THE COMPANY 5 RISK FACTORS 15 USE OF PROCEEDS 16 DESCRIPTION OF SECURITIES 16 DESCRIPTION OF COMMON STOCK 16 DESCRIPTION OF WARRANTS 19 DESCRIPTION OF UNITS 21 DESCRIPTION OF RIGHTS 21 PLAN OF DISTRIBUTION 24 LEGAL MATTERS 26 EXPERTS 26 INCORPORATION OF INFORMATION BY REFERENCE 26 WHERE YOU CAN FIND MORE INFORMATION 27 i ABOUT THIS PROSPECTUS SUPPLEMENT This document is in two parts. The first part is this prospectus supplement, which describes the terms of the offering and also adds to and updates information contained in the accompanying prospectus and the documents incorporated by reference into this prospectus supplement and the accompanying prospectus. The second part consists of a prospectus, included in the registration statement on Form S-3 (File No. 333-286951). Since the accompanying prospectus provides general information about us, some of the information may not apply to this offering. This prospectus supplement describes the specific details regarding this offering. Generally, when we refer to the “prospectus,” we are referring to both parts of this document. Additional information is incorporated by reference in this prospectus supplement. If information in this prospectus supplement is inconsistent with the accompanying prospectus, you should rely on this prospectus supplement. You should read this prospectus supplement, the accompanying prospectus and any information incorporated by reference before you make any investment decision. Neither we nor the Placement Agent are making an offer to sell the securities in jurisdictions where the offer or sale is not permitted. The distr

financial statements and the notes to those financial statements incorporated by reference herein

financial statements and the notes to those financial statements incorporated by reference herein. Our Company We are a digital infrastructure and capital deployment company that owns and operates Scrypt compute assets and evaluates strategic transactions across asset-backed operating businesses. Our current operating platform is centered on owned and operated Scrypt-based proof-of-work compute deployed through third-party colocation facilities. We monetize this compute primarily through hashrate marketplace mechanisms and manage a treasury of digital assets and cash in a manner intended to preserve capital and support opportunistic, accretive deployment. Our Scrypt compute operations utilize specialized application-specific integrated circuit (“ASIC”) hardware to contribute hashrate to the Litecoin blockchain. Through merged-mining architecture, that same hashrate can simultaneously secure and validate additional Scrypt-based networks, including Dogecoin and other auxiliary Scrypt chains, without incremental energy consumption. This merged-mining attribute allows a single deployment of compute and power to produce economic exposure to multiple networks, subject to protocol rules and monetization mechanics. As a result of the consummation of the transaction between Thumzup Media Corporation and Dogehash Technologies, Inc. (“Doge”), the Company currently operates more than 3,100 Scrypt ASIC miners deployed across multiple geographically diversified colocation facilities. Our results are primarily driven by (i) realized revenue rate per unit of hashrate deployed, (ii) power cost and curtailment exposure at the facility level, (iii) uptime and operational execution, (iv) availability and replacement cycle dynamics for Scrypt ASIC supply, and (v) treasury and capital allocation decisions, including decisions regarding holding, converting, or deploying digital assets and cash. We are not a protocol developer. We do not control any bloc

Use of proceeds

Use of proceeds We expect the net proceeds from this offering will be approximately $17.9 million after deducting Placement Agent fees, as described in “Plan of Distribution,” and estimated offering expenses payable by us. We intend to use the net proceeds from this offering for general corporate purposes and working capital. See “Use of Proceeds” on page S-8 of this prospectus supplement. Nasdaq Capital Market trading symbol “DTCX”. The number of shares of our Common Stock to be outstanding immediately after the closing of this is based on 31,698,403 shares of Common Stock outstanding as of March 25, 2026 and excludes, as of that date: 1,233,458 shares issuable upon the exercise of stock options at a weighted average exercise price of $4.92 per share; 455,888 shares issuable upon the exercise of warrants with a weighted average exercise price of $9.09 per share; 70,000 shares underlying restricted stock units; 2,468,585 shares issuable upon the conversion of our Series A Convertible Preferred Stock; 16,239,812 shares issuable upon the conversion of our Series D Convertible Preferred Stock; 7,653,128 shares available for future issuances under our equity incentive plans; and 806,800 shares of Common Stock issuable upon exercise of Placement Agent Warrants to be issued as compensation to the Placement Agent in connection with this offering at an exercise price of $2.00 per share. S-4 RISK FACTORS Investing in our securities involves risks. Before purchasing the securities offered by this prospectus supplement you should consider carefully the risk factors described in this prospectus supplement, the accompanying prospectus, as well as the risks, uncertainties and additional information set forth in our reports on Forms 10-K, 10-Qs and 8-Ks and other reports that we file with the Securities and Exchange Commission (the “SEC”) after the date of this prospectus supplement and which are deeme

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