Datacentrex, Inc. 8-K

What Happened

• Datacentrex, Inc. (DTCX) announced the unaudited results of its subsidiary Dogehash Technologies, Inc. for the quarter ended September 30, 2025 in a press release dated December 23, 2025 (furnished as Exhibit 99.1).
• The company entered into an employment agreement with CEO and Chairman Parker Scott on December 29, 2025, and separate independent director agreements with Christopher Ensey, Christopher R. Moe and Allan Evans on December 26, 2025.
• The filing also describes July 2025 lock-up agreements that restrict transfers of shares issued in connection with Datacentrex’s acquisition of Dogehash, with certain staged release exceptions for USD&E investors.

Key Details

• CEO Parker Scott: base salary $450,000 per year; target annual bonus equal to 100% of base salary; initial long-term award of 1,250,000 shares of restricted common stock.
• CEO termination protections: if terminated without Cause or for Good Reason, Scott is entitled to accrued benefits, cash equal to 1x (Base Salary + Target Annual Bonus) paid over 12 months, a pro rata annual bonus, immediate vesting of unvested equity, and continued health coverage/copay treatment for 18 months (subject to COBRA election). If termination without Cause occurs within 24 months after a Change in Control, Scott is entitled to a lump sum equal to 2x (Base Salary + Target Annual Bonus), pro rata bonus, immediate vesting and up to 18 months of company‑paid group health benefits.
• Independent directors: annual cash retainer $30,000; initial restricted share grant of 103,550 shares each; thereafter annual equity grants with a notional value of $190,000. Committee fees: Audit ($10,000 member / $20,000 chair), Compensation ($7,500 / $15,000), Nominating & Gov’t ($5,000 / $10,000).
• Lock-up: holders of shares issued in the Dogehash acquisition agreed to a 180‑day transfer restriction after issuance, with staged one‑third release provisions for certain USD&E investors (one‑third at closing, one‑third 90 days after closing, one‑third 180 days after closing), and customary exceptions.

Why It Matters

• For investors, the filing confirms recent operating disclosure for Dogehash (unaudited Q3 2025 results) and formalizes management and governance compensation that could affect future expenses and equity dilution.
• The CEO’s compensation package includes a significant restricted stock award (1.25M shares) and meaningful severance protections, which could increase shares outstanding and create cash or benefit obligations under certain termination or change‑in‑control scenarios.
• Director cash and equity awards formalize ongoing board costs. The 180‑day lock‑up on shares from the Dogehash acquisition reduces near‑term share selling by certain holders but includes staged releases that will restore liquidity over time.