Thumzup Media Corp Completes Acquisition, Files 8-K

Ticker: DTCX · Form: 8-K · Filed: Dec 15, 2025 · CIK: 1853825

Thumzup Media CORP 8-K Filing Summary
FieldDetail
CompanyThumzup Media CORP (DTCX)
Form Type8-K
Filed DateDec 15, 2025
Risk Levelmedium
Pages11
Reading Time13 min
Key Dollar Amounts$0.001, $25 million, $45 million
Sentimentneutral

Sentiment: neutral

Topics: acquisition, corporate-action, equity-sale

TL;DR

Thumzup Media just closed a deal and changed its name, watch this space.

AI Summary

On December 15, 2025, Thumzup Media Corp. (formerly Datacentrex, Inc.) filed an 8-K reporting the completion of an acquisition. The filing also disclosed unregistered sales of equity securities, changes in control of the registrant, and amendments to its articles of incorporation or bylaws. The company is incorporated in Nevada and its fiscal year ends on December 31.

Why It Matters

This 8-K filing indicates significant corporate actions including an acquisition and changes in control, which could impact the company's structure, operations, and shareholder value.

Risk Assessment

Risk Level: medium — The filing details an acquisition and changes in control, which inherently carry risks related to integration, financing, and strategic execution.

Key Numbers

Key Players & Entities

FAQ

What specific assets were acquired by Thumzup Media Corp?

The filing indicates the completion of an acquisition of assets but does not specify the nature or value of those assets in the provided text.

What was the nature of the unregistered sales of equity securities?

The filing acknowledges unregistered sales of equity securities but does not provide details on the amount, price, or recipients of these sales.

What triggered the change in control of Thumzup Media Corp?

The filing reports a change in control of the registrant but does not specify the events or transactions that led to this change.

Were there any changes in the board of directors or executive officers?

The filing lists 'Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers' as an item, suggesting potential changes, but specific details are not in the provided text.

What amendments were made to the company's articles of incorporation or bylaws?

The filing mentions 'Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year' as an item, indicating such changes occurred, but the specifics are not detailed in the provided text.

Filing Stats: 3,361 words · 13 min read · ~11 pages · Grade level 12 · Accepted 2025-12-15 16:59:47

Key Financial Figures

Filing Documents

From the Filing

UNITED SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (date of earliest event reported): December 15, 2025 Thumzup Media Corp DATACENTREX, INC. (Exact name of registrant as specified in its charter) Nevada 001-42388 85-3651036 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.) 10557-B Jefferson Blvd. , Los Angeles , CA 90232 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (800) 403-6150 Thumzup Media Corporation (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 ( 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 ( 240.12b-2 of this chapter). Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common stock, $0.001 par value TZUP The Nasdaq Stock Market LLC Item 2.01 Completion of Acquisition or Disposition of Assets. As previously reported on the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission ("SEC") on August 22, 2025 and November 26, 2025, on August 18, 2025, Datacentrex, Inc. (formerly, Thumzup Media Corporation), a Nevada corporation (the "Company"), entered into an Agreement and Plan of Merger (the "Merger Agreement") with TZUP Merger Sub, Inc., a wholly-owned subsidiary of the Company ("Merger Sub"), and Dogehash Technologies, Inc. ("Dogehash"), a Nevada corporation, pursuant to which the Company agreed to acquire Dogehash (the "Acquisition") . On December 8, 2025, the Company received stockholder approval of the transactions contemplated by the Merger Agreement, and on December 15, 2025, Merger Sub and Dogehash filed Articles of Merger (the "Articles of Merger") with the Nevada Secretary of Dogehash with Dogehash surviving as a wholly-owned subsidiary of the Company. Pursuant to the terms of the Merger Agreement, at the Effective Time, the Company issued an aggregate of 13,835,188 shares (the "Shares") of the Company's common stock, par value $0.001 per share ("Common Sock"), and 16,239.812 shares of its newly designated Series D Convertible Preferred Stock ("Series D") convertible into an aggregate of 16,329,812 shares of the Company's Common Stock to the stockholders of Dogehash in exchange for 100% of the outstanding capital stock of Dogehash. The foregoing description of the Acquisition, the Merger Agreement and the Articles of Merger contained in this Item 2.01 are not complete and are qualified in their entirety by reference to the Company's Current Report on Form 8-K filed with the SEC on August 22, 2025, including the Merger Agreement, which is filed as Exhibit 2.1 thereto, and which is incorporated by reference herein, the Company's Current Report on Form 8-K filed with the SEC on November 26, 2025, which is incorporated by reference herein, and the Articles of Merger which is filed as Exhibit 3.1 hereto, and which is incorporated by reference herein. Item 3.02 Unregistered Sales of Equity Securities. The information set forth under Item 2.01 regarding the issuance of the Shares and Series D to the stockholders of Dogehash pursuant to the Merger Agreement is incorporated herein by reference. The foregoing Shares and Series D, including any shares of Common Stock issuable upon conversion of Series D, have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any state, and were issued in reliance on exemptions from registration under the Securities Act afforded by Section 4(a)(2) and/or Rule 506(b) of Regulation D promulgated thereunder and may not be resold without registration under the Securities Act or the availability of an applicable exemption therefrom. Item 5.01 Changes

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