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Material updates from SEC filings (8-K, 10-Q, 10-K) ranked by impact, with no firehose noise.
Results of Operations and Financial Condition. On May 14, 2026, Datacentrex, Inc. announced financial results for the quarter ended March 31, 2026. A copy of the related press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information included herein and in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subject to the liab…
Results of Operations and Financial Condition. On April 13, 2026, Datacentrex, Inc. announced financial results for the year ended December 31, 2025 . A copy of the related press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information included herein and in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subject to the l…
Entry into a Material Definitive Agreement Public Offering On March 26, 2026, Datacentrex, Inc. (the “Company”) entered into a placement agency agreement (the “Placement Agency Agreement”) with Dominari Securities LLC (the “Placement Agent”), pursuant to which the Company agreed to issue and sell directly to investors (the “Investors”), in a best efforts offering (the “Offering”), an aggregate of (i) 4,510,000 shares (the “Shares”) of the Company’s common stock, par value $0.001 (the “Common…
Other Information. As previously reported on Datacentrex, Inc.’s (formerly, Thumzup Media Corporation) (the “Company’s”) Current Report on Form 8-K filed with the Securities and Exchange Commission on December 15, 2025, TZUP Merger Sub, Inc., a wholly-owned subsidiary of the Company, merged with and into Dogehash Technologies, Inc. (“Dogehash”) with Dogehash surviving as a wholly-owned subsidiary of the Company (the “Acquisition”). In connection with the Acquisition, the Company is filing upd…
Other Events. In July 2025, holders of the Company’s common stock and Series D Convertible Preferred Stock (the “Shares”) issued in connection with the Company’s acquisition of Dogehash Technologies, Inc. (the “Acquisition”) entered into lock-up agreements (the “Lock-Up-Agreements”), pursuant to which for a period of 180 days following the issuance of the Shares (the “Lock-Up Period”), subject to certain exclusions, without the prior written consent of the Company or Dominari Securities, LLC,…
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Employment Agreement with Parker Scott On December 29, 2025, the Company entered into an employment agreement (the “Employment Agreement”) with Parker Scott, the Chief Executive Officer and Chairman of the Board of Directors (“Board”) of the Company. Pursuant to the Employment Agreement, Mr. Scott will (i) receive a base salary at an annual rate of…
Results of Operations and Financial Condition. On December 23, 2025, Datacentrex, Inc. (the “Company”) announced the unaudited results of operations of its wholly-owned subsidiary Dogehash Technologies, Inc. for the quarter ended September 30, 2025. A copy of the related press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information included herein and in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18…
Other Events On December 15, 2025, the Company issued a press release announcing the closing of the Acquisition. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. At the Effective Time the Board of Directors of the Company (the “Board of Directors” or “Board”) was set at five members. Parker Scott was appointed Chief Executive Officer and Chairman of the Board of Directors of the Company and its subsidiaries, and Robert Steele resigned as Chief Executive Officer of the Company and its subsidiaries and was ap…
Unregistered Sales of Equity Securities. The information set forth under
Changes in Control of Registrant. The information set forth in Items 2.01, 3.02 and
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 Doge…
Other Events. Supplemental Disclosures Supplement to Interests of TZUP Executive Officers and Directors in the Acquisition On October 30, 2025, and the Company filed the Proxy Statement which included a description of certain interests in the Acquisition held by some of the Company’s executive officers and directors that may be different from, or in addition to, TZUP stockholders’ interests generally. Such interests may create potential conflicts of interest. The Company’s board of directors…
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On October 12, 2025, the Board of Directors (the “Board”) of Thumzup Media Corporation (the “Company”) appointed Christopher Ensey as a member of the Board effective as of October 14, 2025, to fill the vacancy created by the resignation of Robert Haag. The Board also appointed Mr. Ensey as a member of the audit committee of the Board. Mr. Ensey, ag…
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On October 4, 2025, Robert Haag informed Thumzup Media Corporation (the “Company”) that he resigned from the Company’s Board of Directors (the “Board”) as well as the Company’s audit committee, compensation committee and nominating and corporate governance committee effective as of October 4, 2025. Mr. Haag’s resignation was not the result of any disagreement with the Company, any matter relat…
- 2 - SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Date: October 9, 2025 THUMZUP MEDIA CORPORATION By: /s/ Robert Steele Name: Robert Steele Title: Chief Executive Officer - 3 -
Other Events. As previously announced, on September 23, 2025, the board of directors (the “Board”) of Thumzup Media Corporation (the “Company”) approved a share repurchase program pursuant to which the Company may repurchase up to $10 million of its shares of common stock through December 31, 2026. On September 30, 2025, the Board authorized the extension of the window under which the broker-dealer executing the stock buyback may repurchase shares under the share repurchase program from Septe…
Entry into a Material Definitive Agreement. On September 24, 2025, Thumzup Media Corporation (the “Company”) loaned to Dogehash Technologies, Inc. (“Dogehash”) $2.5 million (the “Loan”) which was evidenced by a secured promissory note (the “Note”) issued by Dogehash and USDE Acquisition, Inc., a wholly-owned subsidiary of Dogehash (“USDE” and together with Dogehash, the “Maker”) in favor of the Company. The Loan accrues interest at a rate of 8% per annum and matures upon the earliest of: (i)…
Regulation FD Disclosure On September 24, 2025, Thumzup Media Corporation (the “Company”) issued a press release with respect to, among other things, its share repurchase program. A copy of the press release is furnished hereto as Exhibit 99.1 and incorporated herein by reference.
Other Events. Share Repurchase Program On September 23, 2025, the Company’s Board of Directors authorized a share repurchase program, pursuant to which the Company may repurchase up to $10 million of its shares of common stock through December 31, 2026. This share repurchase program replaces and supersedes the share repurchase program approved by the Company’s Board of Directors on February 26, 2025, which had authorized the Company to repurchase up to $1 million of its shares of common stock…
Other Events On September 15, 2025, the Board of Directors (the “ Board ”) of Thumzup Media Corporation (the “ Company ”) unanimously approved the extension of the open trading window pursuant to which the Company may repurchase shares of its common stock, par value $0.001 per share, on the open market to September 30, 2025. Additionally, the Board has unanimously approved the extension of any future open trading windows through the last day of the end of each fiscal quarter if the Company el…
Other Events On September 17, 2025, Thumzup Media Corporation (the “ Company ”) announced its inaugural open-market acquisition of Dogecoin (“ Dogecoin ” or “ DOGE ”), securing approximately 7.5 million tokens valued at roughly $2 million, at a weighted average price of $0.2665. The Company is increasing its Dogecoin ecosystem involvement through its proposed acquisition of DogeHash, a Dogecoin mining operation boasting 2,500 advanced mining rigs, with an additional 1,000 units on order, whic…
Material Modification to Rights of Security Holders. To the extent required by
Entry into a Material Definitive Agreement On August 19, 2025, Thumzup Media Corporation, a Nevada corporation, (the “Company”) entered an Agreement and Plan of Merger (the “Merger Agreement”) with TZUP Merger Sub, Inc., a wholly-owned subsidiary of the Company (the “Merger Sub”) and Dogehash Technologies, Inc. (“Dogehash”), a Nevada corporation. Pursuant to the Merger Agreement, the Company will change its name to Dogehash Technologies Holdings, Inc. and the Merger Sub will merge with and in…
Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On August 15, 2025, upon recommendation of the Compensation Committee of Thumzup Media Corporation (the “Company”), the Board of Directors of the Company granted an immediate one-time bonus of $10,000 to Isaac Dietrich, the Company’s Chief Financial Officer, for his exemplary performance to the Company. SIGNATURES Pursuant to the requirements of…
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