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STATES 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) March 26, 2026 DATACENTREX,
INC. (Exact
name of registrant as specified in its charter) Nevada 001-42388 85-3651036 (State
    or other jurisdiction (Commission (IRS
    Employer of
    incorporation) File
    Number) Identification
    No.) 470
    W 200 N STE 18 Salt
    Lake City , UT 84103 (Address
    of principal executive offices) (Zip
    Code) Registrant’s
telephone number, including area code: (800) 403-6150 N/A (Former
name or former address, if changed since last report.) ☐ 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)) 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 DTCX The
    Nasdaq Stock Market LLC 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. ☐ Item
1.01 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 Stock”), at $2.00 per share
and (ii) pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to an aggregate of 5,575,000 shares (the “Pre-Funded Warrant Shares” and together
with the Shares and the Pre-Funded Warrants, the “Securities”) of the Company’s Common Stock at $1.99 per Pre-Funded
Warrant. Each
Pre-Funded Warrant is exercisable until exercised in full at an exercise price of $0.01 per share. The Company is prohibited from effecting
an exercise of the Pre-Funded Warrants to the extent that, as a result of such exercise, the holder together with the holder’s
affiliates, would beneficially own more than 4.99% (or, at the election of the holder, 9.99%) of the number of shares of Common Stock
outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of the Pre-Funded Warrant, which
beneficial ownership limitation may be increased by the holder up to, but not exceeding, 9.99%. Pursuant
to the terms of the Placement Agency Agreement, the Company has agreed, for a period of six months from the Closing Date (as defined
herein), not to issue (or enter into any agreement to issue) any shares of Common Stock or any securities convertible into or exercisable
or exchangeable for shares of capital stock of the Company, or file or caused to be filed any registration statement relating to the
offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of
capital stock of the Company, subject to certain exceptions. In addition, each of the Company’s officers, and directors
of the Company’s Common Stock have entered into lock-up agreements with the Company pursuant to which each of them has agreed not
to, for a period of six months from the Closing Date, offer, sell, transfer or otherwise dispose of the Company’s securities, subject
to certain exceptions. The Company’s Chief Financial Officer, Robert Steele, has entered into a separate “lock-up”
agreement containing the restrictions described above, provided that such lock-up period will end on the earlier of (x) six months after
the Closing Date and (y) the date on which he ceases to be an “Affiliate” of the Company, as such term is defined in Rule
405 of the Securities Act of 1933, as amended. The
Securities were offered and sold by the Company pursuant to the Company’s effective registration statement on Form S-3 (File No.
333-286951) (as amended, the “Registration Statement”), including a base prospectus, initially filed with the U.S. Securities
and Exchange Commission (the “SEC”) on May 2, 2025, as amended and declared effective on May 30, 2025. The
closing of the Offering occurred on March 31, 2026 (the “Closing Date”). The gross proceeds to the Company from the
Offering were approximately $20.2 million, before deducting Placement Agent fees and expenses and estimated Offering expenses payable
by the Company. The Company intends to use the net proceeds received from the Offering for working capital and general corporate purposes. Pursuant
to the Placement Agency Agreement, the Company paid the Placement Agent a cash fee equal to 8% of the aggregate purchase price paid by
the Investors in the Offering and a cash fee equal to 1% of the aggregate purchase price paid by the Investors in the Offering for non-accountable
expenses. The Company also reimbursed the Placement Agent for all reasonable and out-of-pocket expenses incurred in connection with the
Placement Agent’s engagement, including reasonable fees and expenses of the Placement Agent’s legal counsel in the amount
of $250,000. Furthermore, the Company issued the Placement Agent a warrant (the “Placement Agent Warrant”) to purchase up
to 806,800 shares of the Company’s Common Stock at an exercise price of $2.00 per share. The Placement Agent Warrant will be exercisable
180 days after the date of the Placement Agency Agreement and
has a term of exercise equal to five years from the date of issuance. The
Placement Agency Agreement contains customary representations and warranties, agreements and obligations, conditions to closing and termination
provisions. The foregoing descriptions of terms and conditions of the Placement Agency Agreement, the Pre-Funded Warrant and the Placement
Agent Warrant do not purport to be complete and are qualified in their entirety by the full text of the Placement Agency Agreement, the
form of Pre-Funded Warrant and the form of Placement Agent Warrant, copies of which are attached as Exhibits 1.1, 10.1 and 10.2, respectively,
to this Current Report on Form 8-K and are incorporated by reference herein. The
legal opinion and consent of Sheppard, Mullin, Richter & Hampton LLP relating to the validity of the Securities issued in the Offering
is filed herewith as Exhibit 5.1. Waiver
and Amendment On
March 26, 2026, the Company entered into a Waiver and Amendment (the “Waiver and Amendment”) with the holders of the Company’s
outstanding Series A Preferred Convertible Voting Stock (the “Series A Preferred Stock”), pursuant to which such holders
(i) waived any adjustment to the conversion rate of the Series A Preferred Stock that would have otherwise resulted from the Offering,
and (ii) agreed to amend the certificate of designation of the Series A Preferred Stock to change the conversion rate from 15 shares
to 23 shares of Common Stock and the reference rate from $3.00 to $2.00 per share of Common Stock. The
foregoing description of the Waiver and Amendment does not purport to be complete and is qualified in its entirety by the full text of
the Waiver and Amendment, a copy of which is attached as Exhibit 10.3 to this Current Report on Form 8-K and is incorporated by reference
herein. Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On
March 27, 2026, the Company filed the Second Amended and Restated Certificate of Designation of Rights, Powers, Preferences, Privileges
and Restrictions of the Series A Preferred Stock (the “Second Amended and Restated Certificate of Designation”) with the
Secretary of State of Nevada to amend the conversion rate from 15 shares to 23 shares of Common Stock and the reference rate from $3.00
to $2.00 per share of Common Stock. The
foregoing description of the Second Amended and Restated Certificate of Designation does not purport to be complete and is qualified
in its entirety by the full text of the Second Amended and Restated Certificate of Designation, a copy of which is attached as Exhibit
3.1 to this Current Report on Form 8-K and is incorporated by reference herein. Item
8.01 Other Events. On
March 26, 2026, the Company issued a press release announcing the launch of the Offering. A copy of the press release is filed as Exhibit
99.1 to this Current Report on Form 8-K and is incorporated by reference herein. On
March 26, 2026, the Company issued a press release announcing the pricing of the Offering. A copy of the press release is filed as Exhibit
99.2 to this Current Report on Form 8-K and is incorporated by reference herein. On
March 31, 2026, the Company issued a press release announcing the closing of the Offering. A copy of the press release is filed
as Exhibit 99.3 to this Current Report on Form 8-K and is incorporated by reference herein. Item
9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit
    No. Exhibit 1.1 Placement Agency Agreement by and between the Company and Dominari Securities LLC dated March 26, 2026 3.1 Second Amended and Restated Certificate of Designation of Rights, Powers, Preferences, Privileges and Restrictions of the Series A Preferred Stock, dated March 27, 2026 5.1 Opinion of Sheppard, Mullin, Richter & Hampton LLP 10.1 Form of Pre-Funded Warrant 10.2 Form of Placement Agent Warrant 23.1 Consent of Sheppard, Mullin, Richter & Hampton LLP (included in Exhibit 5.1) 99.1 Press release dated March 26, 2026 99.2 Press release dated March 26, 2026 99.3 Press
    release dated March 31, 2026 104 Cover
    Page Interactive Data File (embedded within the Inline XBRL document) SIGNATURES 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 hereunto duly authorized. Datacentrex,
    Inc. Date:
    March 31, 2026 By: /s/
    Parker Scott Name: Parker
    Scott Title: Chief
    Executive Officer

Datacentrex, Inc. entered into a placement agency agreement with Dominari Securities LLC on March 26, 2026, to issue 4.51 million shares of common stock and pre-funded warrants for up to 5.575 million additional shares, enabling the company to raise capital for operational expansion.

On March 26, 2026, Datacentrex, Inc. entered into a Placement Agency Agreement with Dominari Securities LLC to issue a total of 4,510,000 shares of its common stock at $2.00 per share and pre-funded warrants allowing the purchase of an additional 5,575,000 shares at an exercise price of $1.99 per warrant. This best efforts offering will enable the company to raise significant funds for operational enhancement. The agreement highlights no conditions that could impede execution, indicating a smooth path forward for capital acquisition.

Real-time funding, M&A, exec moves & hiring — the signals that move deals

DATACENTREX, INC.

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