Welcome to our dedicated page for THUMZUP MEDIA CORPORATION SEC filings (Ticker: TZUP), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The SEC filings for Thumzup Media Corporation (Nasdaq: TZUP), now identified in reports as Datacentrex, Inc. (formerly, Thumzup Media Corporation), provide detailed insight into the company’s strategic transformation, corporate governance, and capital structure. Investors can review multiple Form 8-K filings that document the Agreement and Plan of Merger with Dogehash Technologies, Inc., the completion of that acquisition, and the resulting change of control in which Dogehash became a wholly owned subsidiary and its former stockholders obtained a majority of the combined company’s voting power when including convertible preferred shares.
These filings also describe the company’s rebranding to Datacentrex, Inc., its focus on digital infrastructure and blockchain mining, and the issuance of common and preferred stock as merger consideration. Additional 8-Ks and related exhibits outline a secured promissory note and security agreement that provided a loan to Dogehash prior to closing, as well as a subordination agreement establishing the priority of the company’s security interest in specified collateral.
Other SEC reports cover the company’s 2025 annual meeting of stockholders, where shareholders approved the change of control associated with the Dogehash transaction, the issuance of additional common stock in accordance with Nasdaq Listing Rules, and the adoption of a 2025 Omnibus Equity Incentive Plan. Filings also detail share repurchase program authorizations, extensions of trading windows for buybacks, and notices related to Nasdaq listing rule compliance and board composition.
Through this filings page, users can access Thumzup’s and Datacentrex’s current and historical SEC documents, including merger-related 8-Ks, proxy materials referenced in those reports, and other disclosures. AI-powered tools on the platform can help summarize lengthy filings, highlight key terms such as voting power shifts, equity issuance, and committee appointments, and surface information on insider and governance changes reported on Forms 8-K and related schedules.
Datacentrex, Inc. completed a confidentially marketed public equity offering, issuing 4,510,000 shares of common stock and 5,757,000 pre-funded warrants at a public offering price of $2.00 per share, generating gross proceeds of approximately $20.17 million before fees. The company plans to use the net proceeds for working capital and general corporate purposes.
The deal included a placement agent warrant for 806,800 shares at $2.00 and six-month lock-ups on new issuances and insider sales, subject to exceptions. Datacentrex also amended its Series A Preferred Stock so each share converts into 23 common shares at a $2.00 reference rate, replacing the prior 15-share, $3.00 terms.
Datacentrex, Inc. director Evans Allan Thomas bought additional shares of the company’s stock. He made an open-market purchase of 50,000 shares of Common Stock at $2.00 per share, bringing his directly held stake to 50,000 shares.
He also has indirect ownership of 103,550 shares of Common Stock through 8 Consulting LLC, an entity he solely owns and for which he holds voting and dispositive control.
Datacentrex, Inc. is offering up to 4,510,000 shares of Common Stock at $2.00 per share and, for purchasers who would otherwise exceed ownership limits, up to 5,575,000 Pre-Funded Warrants at $1.99 each (exercise price $0.01).
The total nominal offering size is $20,170,000 and estimated net proceeds to the issuer are approximately $17.9 million after Placement Agent fees and expenses. The Placement Agent will receive an 8.0% cash fee and Placement Agent Warrants to purchase up to 806,800 shares exercisable at $2.00 per share.
Datacentrex, Inc. intends to conduct an underwritten offering of common stock and pre-funded warrants to purchase common stock, subject to completion and SEC effectiveness. The prospectus supplement discloses a Placement Agent fee equal to 8.0% of gross proceeds and issuance of Placement Agent warrants equal to 8.0% of the securities sold as compensation. The offering permits purchasers to elect pre-funded warrants instead of shares to avoid exceeding 4.99% (or, at the purchaser’s election, 9.99%) beneficial ownership limits. The prospectus cites 31,698,403 shares of Common Stock outstanding as of March 25, 2026 and states the company will use net proceeds for general corporate purposes and working capital.
Datacentrex, Inc. investor updates ownership status. Gregory Castaldo filed an amended Schedule 13G indicating he now beneficially owns 0 shares of Datacentrex common stock, representing 0.0% of the class. The filing confirms he has no sole or shared voting or dispositive power over any shares.
Castaldo also certifies that any securities referenced were not acquired and are not held to change or influence control of Datacentrex, and are not part of any control-related transaction.
Datacentrex, Inc. has filed an S-3 registration statement covering the resale of up to 23,661,884 shares of common stock by existing holders. This includes 10,423,089 shares issued to Dogehash Technologies, Inc. (“Doge”) stockholders in a merger and 13,238,795 shares issuable upon conversion of Series D Convertible Preferred Stock.
The company will not receive any proceeds from these sales; all proceeds go to the selling stockholders. Datacentrex recently acquired Doge, resulting in a change of control and a shift to a Scrypt-focused digital infrastructure model, operating over 3,100 Scrypt ASIC miners across U.S. colocation facilities and monetizing hashrate on Litecoin, Dogecoin and other Scrypt-based networks.
As of the date of the prospectus, Datacentrex had 32,238,955 common shares outstanding and 16,239.812 Series D preferred shares outstanding, each Series D share being convertible into 1,000 common shares subject to 4.99% or 9.99% beneficial ownership limits. Certain holders are subject to 180‑day lock-up agreements, and the common stock trades on Nasdaq under the symbol “DTCX.” The company qualifies as an emerging growth and smaller reporting company and highlights risks related to significant stockholder resales, share price volatility, and maintaining its Nasdaq listing.
Datacentrex, Inc., formerly Thumzup Media Corporation, filed a current report to provide additional information related to its previously reported acquisition of Dogehash Technologies, Inc.. In that transaction, TZUP Merger Sub, Inc., a wholly owned subsidiary of Datacentrex, merged with and into Dogehash, leaving Dogehash as a wholly owned subsidiary of Datacentrex.
The company is now supplying an updated business description and updated risk factor discussion, which are included as Exhibits 99.1 and 99.2 and incorporated by reference. These disclosures describe the combined company’s operations and outline risks related to integration of Dogehash, the company’s strategic plans, competition, and its investment strategy focused on digital assets, including market volatility, cybersecurity, custody, regulatory changes, and stock price volatility. The report also contains extensive forward‑looking statement language emphasizing that actual results may differ materially from current expectations.
Datacentrex, Inc. (formerly Thumzup Media Corp) completed its merger with Dogehash Technologies, Inc., making Dogehash a wholly owned subsidiary effective December 15, 2025. To acquire all of Dogehash, the company issued 13,835,188 shares of common stock and 16,239.812 shares of Series D Convertible Preferred Stock, which are convertible into 16,329,812 common shares.
After the transaction, former Dogehash stockholders hold about 45.17% of outstanding common stock and 61.07% of voting power, with prior stockholders retaining the remainder. Leadership and the board were reshaped, with Parker Scott becoming Chief Executive Officer and Chairman and Robert Steele moving to Chief Financial Officer. The company also changed its name to Datacentrex, Inc., designated Series D preferred with ownership limits of 4.99% or 9.99%, and will trade on The Nasdaq Capital Market under the symbol DTCX starting December 16, 2025.
Thumzup Media Corporation reported results of its 2025 annual stockholder meeting held on December 8, 2025. Stockholders re-elected all five director nominees and ratified Haynie & Company as independent registered public accounting firm for the fiscal year ending December 31, 2025.
Owners also approved a change of control resulting from the planned acquisition of Dogehash Technologies, Inc., including issuance of TZUP common stock in excess of 19.99% of outstanding shares as required by Nasdaq rules. They adopted the 2025 Omnibus Equity Incentive Plan, reserving up to 7,000,000 shares of common stock, and approved issuance of 750,000 common shares to American Ventures LLC, Series XVIII DOGE TREAS under a financial advisory agreement, along with an adjournment proposal.
Thumzup Media Corp director reports rescission of prior stock grant. A company director filed a Form 4 reporting a transaction on November 14, 2025 involving 50,000 shares of Thumzup Media common stock. The filing shows a disposition of 50,000 shares of restricted stock, reflecting the rescission of a grant originally issued on August 4, 2025 under the company’s 2025 Equity Incentive Plan. After this adjustment, the reporting person beneficially owns 22,015 shares of Thumzup Media common stock directly.