10-K: Datacentrex Reports 2025 Results Amidst Mining Operations Growth

Sentiment:

Annual Report


Datacentrex, Inc. (formerly Thumzup Media Corporation) filed its annual report on Form 10-K for the fiscal year ended December 31, 2025, detailing its digital asset mining operations and corporate restructuring.

Capital raiseOn March 26, 2026, the company entered into a placement agency agreement to sell an aggregate of 4,510,000 shares of common stock at $2.00 per share and pre-funded warrants to purchase up to 5,575,000 shares of common stock at $1.99 per warrant.The offering closed on March 31, 2026, with gross proceeds of approximately $20.2 million before fees and expenses.Net proceeds are intended for working capital and general corporate purposes.
Worse than expectedThe company reported a net loss of $8.5 million for the fiscal year 2025, indicating that operating expenses and depreciation outpaced revenue generation.While Adjusted EBITDA was positive at $0.6 million, the significant net loss and high depreciation expenses suggest that the company's core mining operations are not yet profitable on a GAAP basis.The company's revenue of $7.0 million was significantly lower than its operating expenses of $11.3 million, leading to an operating loss.

Summary

  • Datacentrex, Inc. (formerly Thumzup Media Corporation) has filed its Form 10-K for the fiscal year ended December 31, 2025.
  • The company is a digital infrastructure and capital deployment company focused on Scrypt-based proof-of-work (PoW) compute assets.
  • In 2025, the company completed a merger with Dogehash Technologies, Inc. (Doge), becoming Datacentrex, Inc.
  • The company operated 3,094 Scrypt ASIC miners by the end of 2025, generating approximately $7.0 million in revenue.
  • The company reported a net loss of $8.5 million for the year, primarily due to depreciation expenses and operating costs associated with its first year of mining operations.
  • Adjusted EBITDA was approximately $0.6 million.
  • As of December 31, 2025, the company held over $4.5 million in digital assets, primarily Bitcoin.

Sentiment

Score: 3

Explanation: StockSavvy.ai views this filing as negative due to the significant net loss and operating expenses exceeding revenues, despite positive Adjusted EBITDA and operational scaling. The company faces substantial risks related to market volatility and competition.

Positives

  • Successfully scaled mining operations to 3,094 Scrypt ASIC miners by year-end 2025.
  • Generated $7.0 million in revenue from digital asset mining operations.
  • Achieved positive Adjusted EBITDA of $0.6 million.
  • Completed a significant merger with Dogehash Technologies, Inc., expanding operational capacity.
  • Diversified colocation facilities across four U.S. sites.
  • Maintained a treasury of digital assets valued at over $4.5 million.

Negatives

  • Reported a net loss of $8.5 million for the fiscal year 2025.
  • Significant depreciation expense of $7.5 million on mining equipment.
  • High operating expenses, including $954,679 in professional fees and $1,389,989 in stock-based compensation.
  • Reliance on third-party mining pool service providers.
  • Exposure to significant digital asset market volatility.
  • Potential for increased competition for power and infrastructure from AI and HPC demand.

Risks

  • Short operating history in the cryptocurrency mining space.
  • Failure of critical systems related to offerings and infrastructure.
  • Heavy impact from geopolitical, social, economic, and other events.
  • Inability to compete effectively against current and future competitors.
  • Supply chain disruptions and tariff uncertainty impacting hardware procurement.
  • Volatility of digital asset prices, including Bitcoin, Dogecoin, and Litecoin.
  • Potential for cybersecurity threats and breaches.
  • Reliance on third-party custodians for digital asset holdings.
  • Potential for Internet-related disruptions.
  • Dependence on key personnel whose continued service is not guaranteed.
  • Ambiguous and changing governmental regulations relating to digital asset mining.
  • Energy-intensive nature of operations attracting regulatory scrutiny.
  • Potential for forks or protocol changes in Scrypt-based digital asset networks.
  • The unlimited supply of Dogecoin may negatively impact its long-term value.
  • The Litecoin network halving event in August 2027 may materially affect mining economics.

Future Outlook

The company's future outlook is tied to its ability to scale its Scrypt compute operations, manage power costs, maintain hardware efficiency, and navigate the evolving digital asset market and regulatory landscape. Management expects future treasury concentration to favor Bitcoin.

Management Comments

  • Management believes that monetizing hashrate through a marketplace can improve realized pay rates, reduce fees, and minimize conversion costs.
  • Management believes that sourcing capability for next-generation equipment represents a strategic moat.
  • Management does not view the company as permanently constrained to any single protocol, asset class, or operating model.
  • Management believes its current facilities are suitable and adequate to meet current needs and intends to add new facilities or expand existing ones as needed.

Industry Context

StockSavvy.ai notes that Datacentrex operates in the highly competitive digital infrastructure and cryptocurrency mining sectors. The company's focus on Scrypt-based mining (Litecoin, Dogecoin) differentiates it from many larger players focused on Bitcoin (SHA-256). The increasing demand for data center capacity from AI and HPC workloads presents both a competitive challenge for power and infrastructure access and a potential future opportunity for diversification.

Comparison to Industry Standards

  • The company's fleet of 3,094 Scrypt ASIC miners with an average nameplate capacity of 14 GH/s per unit, totaling approximately 43.3 TH/s, is a significant deployment for Scrypt mining, a niche within the broader crypto mining industry.
  • The average power consumption of 3.95 kW per unit, totaling 12.5 MW, is in line with industry standards for efficient ASIC mining operations.
  • The company's revenue generation model through a hashrate marketplace, rather than traditional mining pools, is a strategic choice aimed at potentially improving realized pay rates and reducing fees compared to industry norms.
  • The company's depreciation of mining equipment over a two-year useful life is aggressive compared to some industry players who may use longer depreciation periods, impacting reported profitability.

Corporate Governance

Change TypeDescriptionEffective DateImpact Assessment
Board CompositionAppointment of new independent directors Christopher Ensey, Christopher R. Moe, and Allan Evans.December 15, 2025Strengthens board expertise in technology, cybersecurity, and finance.
Committee StructureEstablished Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee with independent directors.December 15, 2025Ensures robust oversight and adherence to corporate governance best practices.
Insider Trading PolicyAdoption of an Insider Trading Policy to prevent insider trading violations.May 29, 2024Provides clear guidelines and restrictions for employees, directors, and officers regarding trading in company securities.
Executive Incentive Compensation Recovery PolicyAdopted a policy for the recovery of incentive-based compensation in the event of an accounting restatement.Not explicitly stated, but in line with SEC Rule 10D-1Aligns executive compensation with accurate financial reporting and accountability.

Legal Proceedings

  • The company is not aware of any pending legal proceedings or claims that will have, individually or in the aggregate, a material adverse effect on its business, financial condition, or operating results.

Related Party Transactions

  • Services Agreement with IRTH Communications, LLC (owned by former director Robert Haag) for investor relations and consulting services.
  • Dividends in Series A and Series B Preferred Stock and common stock issued to former director Robert Haag (Westside Strategic Partners, LLC) and former director Joanna Massey.
  • Former CFO Isaac Dietrich received dividends in Series A Preferred Stock.

Stakeholder Impact

  • Shareholders: Potential dilution from future equity issuances, volatility in stock price due to digital asset market fluctuations, and impact of net losses on company valuation.
  • Employees: Dependence on key personnel, potential for stock-based compensation.
  • Creditors: Minimal current indebtedness, but future debt could increase financial risk.
  • Suppliers/Vendors: Reliance on third-party colocation providers and hardware manufacturers.

Next Steps

  • Continue to scale Scrypt compute operations.
  • Manage treasury assets and cash to preserve capital and maintain liquidity.
  • Evaluate opportunities for vertical integration upstream into power or infrastructure.
  • Monitor and adapt to evolving regulatory environments.
  • Pursue mergers, acquisitions, asset purchases, joint ventures, and strategic investments across digital infrastructure and other asset-backed businesses.

Key Dates

DateDescription
2025-01-13Fiscal year end
2025-01-12TZUP:ClassA1UnitsMember
2025-01-12TZUP:ClassA2UnitsMember
2025-01-13TZUP:ClassA1UnitsMember
2025-01-13TZUP:ClassA2UnitsMember
2025-01-13TZUP:BitcoinMember
2025-01-13TZUP:DogecoinMember
2025-01-13TZUP:LitecoinMember
2025-01-13TZUP:OthercoinMember
2025-01-12TZUP:BitcoinMember
2025-01-12TZUP:DogecoinMember
2024-07-31TZUP:ThumzupTwoThousandTwentyFourEquityIncentivePlanMember
2025-04-30TZUP:ThumzupTwoThousandTwentyFiveEquityIncentivePlanMember
2025-12-31TZUP:TwoThousandTwentyFiveOmnibusEquityIncentivePlanMember
2025-12-22TZUP:ExercisePriceOneMember
2025-01-13TZUP:ExercisePriceOneMember
2025-12-31TZUP:ExercisePriceTwoMember
2025-01-13TZUP:ExercisePriceTwoMember
2025-12-31TZUP:ExercisePriceThreeMember
2025-01-13TZUP:ExercisePriceThreeMember
2025-01-12TZUP:RestrictedStockUnitsRSUIssuedMember
2025-01-13TZUP:RestrictedStockUnitsRSUIssuedMember
2025-12-31TZUP:RestrictedStockUnitsRSUIssuedMember
2025-01-12TZUP:VestingActivityOfRestrictedStockUnitsMember
2025-01-13TZUP:VestingActivityOfRestrictedStockUnitsMember
2025-12-31TZUP:VestingActivityOfRestrictedStockUnitsMember
2025-07-03TZUP:FinancialAdvisorMember
2025-07-16TZUP:FinancialAdvisorMember
2025-08-12TZUP:FinancialAdvisorMember
2025-01-12TZUP:ExercisePriceOneMember
2025-01-13TZUP:ExercisePriceOneMember
2025-12-31TZUP:ExercisePriceTwoMember
2025-01-13TZUP:ExercisePriceTwoMember
2025-12-31TZUP:ExercisePriceThreeMember
2025-01-13TZUP:ExercisePriceThreeMember
2025-02-01TZUP:SecuredPromissoryNoteMember
2025-03-01TZUP:SecuredPromissoryNoteMember
2025-06-01TZUP:SecuredPromissoryNoteMember
2025-06-30TZUP:SecuredPromissoryNoteMember
2025-09-01TZUP:SecuredPromissoryNoteMember
2025-01-13TZUP:WestsideStrategicPartnersLLCMember
2025-01-13TZUP:WestsideStrategicPartnersLLCMember
2025-11-20TZUP:IRTHCommunicationsLLCMember
2025-01-13TZUP:IRTHCommunicationsLLCMember
2025-01-13TZUP:IRTHCommunicationsLLCMember TZUP:InvestorOutreachProgramMember
2024-03-20TZUP:JoannaMasseyMember
2024-03-20TZUP:JoannaMasseyMember
2025-01-13TZUP:JoannaMasseyMember
2025-01-13TZUP:JoannaMasseyMember
2025-01-13TZUP:IsaacDietrichMember
2026-01-01TZUP:WestsideStrategicPartnersLLCMember
2026-01-01TZUP:JoannaMasseyMember
2026-01-01TZUP:IsaacDietrichMember
2025-11-20TZUP:ServicesAgreementMember TZUP:IRTHCommunicationsLLCMember
2026-02-20TZUP:ServicesAgreementMember TZUP:IRTHCommunicationsLLCMember
2026-03-16TZUP:WestsideStrategicPartnersLLCMember
2026-03-16TZUP:JoannaMasseyMember
2026-03-16TZUP:IsaacDietrichMember
2026-03-26TZUP:Integer
2026-03-31TZUP:Segment
2025-01-13Fiscal year ended December 31, 2025
2026-04-13Date of filing Form 10-K
2025-12-31As of December 31, 2025
2024-12-31Prior year period
2025-01-12Date of filing Form S-8 (No. 333-288873)
2025-01-12Date of filing Form S-8 (No. 333-294211)
2025-01-13Date of filing Form S-3 (No. 333-286951)
2025-01-13Date of filing Form S-3 (No. 333-293030)
2025-08-18Agreement and Plan of Merger with Dogehash Technologies, Inc.
2025-12-15Merger with Dogehash Technologies, Inc. consummated; Company name changed to Datacentrex, Inc.
2026-03-26Placement agency agreement with Dominari Securities LLC for public offering.
2026-03-31Closing of public offering.
2025-07-31Thumzup Two Thousand Twenty Four Equity Incentive Plan
2025-04-30Thumzup Two Thousand Twenty Five Equity Incentive Plan
2025-12-31Two Thousand Twenty Five Omnibus Equity Incentive Plan
2025-02-26Share repurchase program authorized ($1 million)
2025-09-23Share repurchase program authorized ($10 million)
2025-09-19Previous share repurchase program completed.
2025-05-13Master Loan Agreement with Coinbase Credit, Inc. and Coinbase Inc.
2025-07-07Placement Agency Agreement
2025-08-12Placement Agency Agreement with Dominari Securities LLC
2025-09-30Note and Security Agreement with Dogehash Technologies, Inc. and USDE Acquisition, Inc.
2026-01-02Employment Agreement with Parker Scott
2026-01-02Form of Independent Director Agreement
2026-01-02Form of USDE Lockup Agreement
2026-01-02Form of Founders Lockup Agreement
2026-03-112025 Omnibus Equity Incentive Plan
2026-03-31Placement Agency Agreement with Dominari Securities LLC
2024-05-29Insider Trading Policy Adopted
2025-08-19Agreement and Plan of Merger
2025-12-15Merger effective date and name change to Datacentrex, Inc.
2026-03-26Public Offering Placement Agency Agreement
2026-03-31Public Offering Closing Date
2025-08-27SEC Interpretive Release 33-11412 issued
2025-07-17H.R. 3633, the Digital Asset Market Clarity Act of 2025, passed the House.
2025-07-01Interagency working group report on digital assets released.
2025-07-01Guiding and Establishing National Innovation for U.S. Stablecoins Act of 2025 became law.
2025-01-23President Trump issued executive order on Strengthening American Leadership in Digital Financial Technology.
2024-08-01Litecoin network halving event expected.

Recommendation

hold

Datacentrex has demonstrated operational scaling in a niche mining market and achieved positive Adjusted EBITDA. However, the significant net loss, high operating expenses, and substantial risks associated with digital asset volatility and regulatory uncertainty warrant a cautious approach. The company's future success hinges on its ability to achieve profitability and navigate competitive pressures. A 'hold' recommendation reflects this balance of potential and risk.

Keywords

Datacentrex, Form 10-K, Digital Asset Mining, Cryptocurrency, Scrypt ASIC, Litecoin, Dogecoin, Bitcoin, Merger, Dogehash Technologies, Financial Report, SEC Filing

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