Datacentrex, Inc. 8-K

What Happened Datacentrex, Inc. (DTCX) announced the closing of a registered, best‑efforts offering on March 31, 2026 that generated approximately $20.2 million in gross proceeds. Under a Placement Agency Agreement with Dominari Securities LLC (dated March 26, 2026), the company sold 4,510,000 shares of common stock at $2.00 per share and issued pre‑funded warrants to purchase up to 5,575,000 additional shares at $1.99 each. Each pre‑funded warrant is exercisable at $0.01 per share, subject to beneficial ownership limits (default 4.99%, or 9.99% if elected). The securities were sold under the company’s effective Form S‑3 registration statement.

The company paid placement agent fees and expenses (see Key Details) and issued a placement agent warrant. Datacentrex stated it will use net proceeds for working capital and general corporate purposes. Separately, on March 26–27, 2026 the holders of the Series A Preferred Stock agreed to (and Datacentrex filed) an amendment changing the Series A conversion rate from 15 to 23 common shares and adjusting the reference price from $3.00 to $2.00 per share.

Key Details

• Gross proceeds: approximately $20.2 million (before fees and expenses). Securities sold: 4,510,000 common shares at $2.00 and pre‑funded warrants to purchase up to 5,575,000 shares at $1.99. Closing date: March 31, 2026.
• Placement agent: Dominari Securities LLC; cash fees equal to 8% of the aggregate offering price plus 1% for non‑accountable expenses; reimbursement of out‑of‑pocket expenses including $250,000 for the placement agent’s legal counsel.
• Placement Agent Warrant: issued to purchase up to 806,800 shares at $2.00 per share, exercisable 180 days after the Placement Agency Agreement and valid for five years.
• Lock‑ups and limits: Company agreed not to issue most equity for six months post‑closing; officers and directors agreed to six‑month lock‑ups; CFO Robert Steele has a similar lock‑up that expires six months after closing or earlier if he ceases to be an “Affiliate.” Series A Preferred conversion amendment filed March 27, 2026 (conversion rate 15 → 23 shares; reference rate $3.00 → $2.00).

Why It Matters This filing signals a material capital raise that increases Datacentrex’s cash runway for working capital and corporate needs. Investors should note potential dilution from the shares issued, the substantial number of pre‑funded warrants that can convert into common shares, and the placement agent warrant. The amendment to the Series A Preferred conversion terms (more common shares per preferred share and a lower reference price) can further increase potential dilution for existing common shareholders. Lock‑ups restrict insider sales for six months, which limits immediate share supply from insiders but does not prevent dilution from warrant exercises.