Datacentrex, Inc.
For the period ended Mar 31, 2026. Filed May 14, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2026 · Filed May 14, 2026
DTCX$1.05+5.0%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-09-30; filed 2025-11-14.
0001493152-25-023656
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-03-31; filed 2026-05-14.
0001493152-26-023091
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 73 previous paragraphs and 124 current paragraphs.
13 unchanged; 8 reworded; 102 added; 50 removed; 2 previous and 1 current paragraphs rearranged.
Tables are not compared: 2 previous and 4 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (102)
Current report
Datacentrex, Inc. (“Datacentrex,” the “Company,” “we,” “us,” or “our”) is a digital infrastructure and capital deployment company that owns and operates Scrypt-based proof-of-work (“PoW”) compute assets. On December 15, 2025, the Company consummated the acquisition of Dogehash Technologies, Inc. (“Doge”) through a reverse recapitalization (the “Transaction”), following which the combined company changed its name to Datacentrex, Inc. Doge, the accounting acquirer, had commenced digital asset mining operations prior to the Transaction.
Current report
The following discussion reflects the operations of Doge and its successors for the quarter ended March 31, 2026, as compared to the quarter ended March 31, 2025. The Company began the first quarter of 2025 with an initial deployment of approximately 1,500 Scrypt ASIC miners at a single colocation facility outside of the United States. Over the course of 2025, Doge deployed additional units in domestic colocation sites, relocated the original fleet of approximately 1,500 miners back to the United States and continued to deploy additional rigs. In first quarter of 2026, the Company maintained its operating fleet at 3,094 Scrypt ASIC miners across four domestic colocation facilities, with no material additions or removals. As of March 31, 2026, our total operating fleet consisted of 3,094 Scrypt ASIC miners deployed across four geographically diversified colocation facilities, all located in the United States.
Current report
We generate revenue by deploying owned Scrypt application-specific integrated circuit (“ASIC”) hardware to produce PoW hashrate, which we monetize primarily through a hashrate marketplace model with settlement typically denominated in Bitcoin. Our Scrypt compute contributes hashrate to the Litecoin blockchain, and through merged-mining architecture, simultaneously secures and validates additional Scrypt-based networks, including Dogecoin, without incremental energy consumption. The Company’s mining operations produce exposure to multiple digital asset networks from a single deployment of compute and power, with Dogecoin representing the largest share of protocol-native coin production during the period and Bitcoin representing the primary settlement asset received through marketplace monetization channels.
Current report
We manage a treasury of digital assets and cash intended to preserve capital, maintain liquidity, and enhance long-term value creation. As of March 31, 2026, the Company held over $5.4 million in digital assets, comprising a mix of Bitcoin accumulated through hashrate marketplace settlement and unsold Dogecoin and Litecoin from pool-based mining. Management expects that future treasury concentration will favor Bitcoin over time, consistent with the Company’s hashrate marketplace monetization model in which settlement is typically received in Bitcoin.
Current report
Our results are primarily driven by (i) realized revenue rate per unit of hashrate deployed, (ii) power cost and curtailment exposure at the facility level, (iii) uptime and operational execution, (iv) availability and replacement cycle dynamics for Scrypt ASIC supply, and (v) treasury and capital allocation decisions, including decisions regarding holding, converting, or deploying digital assets and cash.
Current report
We are not a protocol developer. We do not control any blockchain network and do not generate revenues from maintaining or updating any open-source network protocol. Our results depend on our ability to procure and operate compute infrastructure economically and to monetize that compute in a manner that produces attractive risk-adjusted returns.
Current report
The Company’s operations are principally operated remotely at various data centers throughout the United States. The Company’s principal address is 470 W 200 N STE 18, Salt Lake City, UT 84103 and its telephone number is (800) 403-6150. The Company’s website address is www.datacentrex.com. The information provided on the Company’s website or connected thereto does not constitute part of, and is not incorporated by reference into, this quarterly report on Form 10-Q.
Current report
Recent Developments
Current report
Public Offering
Current report
Waiver and Amendment
Current report
On March 26, 2026, we 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.
Current report
Key Factors that Affect Operating Results
Current report
Key Operating Inputs
Current report
Digital asset market conditions. Our results are influenced by price, volatility, and liquidity in digital asset markets, including the assets associated with Scrypt networks and the settlement asset we receive through monetization channels. Adverse movements may reduce revenue and operating margins and impair liquidity.
Current report
Network difficulty and hashrate. PoW networks dynamically adjust mining difficulty based on total network hashrate. Increased network hashrate typically increases difficulty, which reduces expected rewards per unit of hashrate deployed and can pressure margins if power costs or monetization rates do not improve. Conversely, declines in network hashrate can reduce difficulty and improve expected economics for remaining miners.
Current report
Power costs and curtailment. Electricity is a primary input cost. Power rates, capacity charges, curtailment obligations, transmission constraints, and other ancillary costs can materially affect profitability. We may be required to curtail load or may voluntarily curtail load when economically advantageous or contractually required.
Current report
Uptime and operational execution. Because revenue depends on continuous operation of compute assets, uptime is a critical driver of realized results. Equipment failures, facility outages, maintenance, networking issues, and configuration errors can reduce uptime and revenue.
Current report
Hardware supply and replacement cycles. Scrypt ASIC supply is subject to vendor production schedules, logistics, and market availability. As competition evolves, miners may need to deploy newer hardware, replace components, or optimize existing fleets to remain competitive.
Current report
Counterparty performance. Our business depends on the performance of hosting providers, marketplace operators, custodians, and trading venues. Counterparty failures, cybersecurity incidents, or operational disruptions could materially affect results.
Current report
Cost Structure and Operating Leverage
Current report
The Company’s cost structure consists primarily of power costs, hosting-related expenses, and depreciation of capitalized mining equipment.
Current report
Power Costs
Current report
Electricity is the primary operating cost of the Company’s compute operations. Power consumption is variable based on the number of machines operating at any given time. However, under the Company’s existing colocation arrangements, the price of electricity is fixed pursuant to contractual agreements, and uptime and power delivery obligations are contractually defined.
Current report
If a hosting or colocation provider fails to deliver power in accordance with the terms of the applicable agreement, the Company may be entitled to monetary penalties or, in certain circumstances, to terminate the agreement without recourse to the host. As a result, while power usage fluctuates with operational decisions, power pricing and availability are substantially governed by contract.
Current report
Hosting and Operating Costs
Current report
Hosting-related costs include facility services, power delivery infrastructure, networking, and site-level operations provided by colocation partners. These costs may include both fixed and variable components depending on contractual terms and facility configuration.
Current report
Capitalized Hardware
Current report
Mining equipment is capitalized and depreciated over its estimated useful life. Hardware costs are not expensed as incurred, and operating margins are therefore sensitive to both depreciation expense and the economic productivity of deployed equipment.
Current report
Operating Leverage and Scale
Current report
Operating scale does not inherently improve margins under a pure hosting model. Meaningful margin expansion is primarily achievable through upstream integration into power ownership or power-adjacent infrastructure. If the Company were to acquire or control power generation, interconnection, or other upstream assets, margins could expand significantly due to reduced energy costs and improved control over the cost structure. There can be no assurance that such opportunities will be pursued or achieved.
Current report
Mining Equipment and Hosting Arrangements
Current report
Mining Equipment
Current report
Datacentrex owns a fleet of specialized Scrypt ASIC miners used to generate PoW hashrate. Since inception of the operating platform, the Company has invested in excess of $29 million in mining equipment and related infrastructure.
Current report
As of the consummation of the Merger, the Company operated more than 3,100 Scrypt ASIC miners, which are deployed across multiple colocation facilities. The Company may hold certain equipment in inventory, in transit, or in staging for deployment, and may acquire additional miners or components depending on expansion plans, equipment availability, and capital allocation priorities.
Current report
The economic performance of the Company’s mining equipment depends on a number of factors, including hardware reliability, uptime, network difficulty, power costs, and monetization rates. Over time, competitive dynamics may require replacement, refurbishment, or redeployment of equipment to maintain attractive operating economics.
Current report
Equipment Lifespan and Replacement Cycles
Current report
Scrypt ASIC miners have finite useful lives and are subject to technological obsolescence over time. However, the lifecycle dynamics of Scrypt mining equipment differ from those of SHA-256 mining equipment used in Bitcoin mining.
Current report
The Scrypt ASIC market is served by a limited number of manufacturers, and innovation cycles have historically occurred at a slower pace relative to Bitcoin mining hardware. As a result, Scrypt miners may retain economic usefulness for longer periods, and new hardware generations may not render prior generations obsolete as rapidly as in other PoW markets.
Current report
Management believes these dynamics can support longer economic lifespans and residual value for Scrypt mining equipment relative to certain other mining categories. Nonetheless, future technological developments, changes in network economics, or shifts in competitive dynamics could reduce the useful life or value of existing equipment.
Current report
Hosting and Colocation Arrangements
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Removed paragraphs (50)
Previous report
Thumzup Media Corporation (“Thumzup” or the “Company”) was incorporated on October 27, 2020, under the laws of the State of Nevada, and its headquarters is located in Los Angeles, California. The Company’s primary business is software as a service provider dedicated to connecting businesses with consumers and allowing the business to incentivize consumers to post about their experience on social media. Thumzup mission is to democratize social media marketing by connecting advertisers with non-professional people, who can be paid for their posts about products and services they love through its technology which utilizes a proprietary mobile app (the “App”). The App generates scalable word-of-mouth product posts and recommendations for advertisers on social media and is designed to connect advertisers with individuals who are willing to promote their products online.
Previous report
The Thumzup App enables users to select a brand they want to post about on social media. Once the Thumzup user selects the brand and takes a photo (using the App), the App will post the photo and a caption to the user’s social media account(s). As of the date of this filing, Instagram is the Company’s initial social media platform that is being used, due to its wide acceptance and its great functionality using photographs. The Company expects to add other social media platforms in the future. For the advertiser, the Thumzup system enables brands to get real people to promote products to their friends, rather than displaying banner ads that consumers now mostly ignore, or contracting with expensive professional influencers. The Company has recorded nominal revenues during the three and nine months ended September 30, 2025, and continues with the development of enhancements to its App and marketing efforts.
Previous report
The Company generated revenues of $385 and $150 for the three months ended September 30, 2025 and 2024, respectively, an increase of $235. The Company has prioritized expanding its footprint of listed businesses before focusing on converting them to paying clients.
Previous report
For the three months ended September 30, 2025 and 2024, the Company incurred operating expenses of $10,595,334 and $442,847, respectively, an increase of $10,152,487. The increase in operating expenses was caused by: marketing expenses increasing by $573,180 from $97,082 during the three months ended September 30, 2024, to $670,262 during the same period in 2025; general and administrative expenses increasing by $9,608,972 from $268,567 during the three months ended September 30, 2024, to $9,877,494 during the same period in 2025; depreciation and amortization expenses increasing by $21,652 from$27,346 during the three months ended September 30, 2024, to $48,998 during the same period in 2025; and a decrease in research and development expenses of $51,272 from $49,852 during the three months ended September 30, 2024, to $(1,420) during the same period in 2025.
Previous report
Other income
Previous report
For the three months ended September 30, 2025 and 2024, the Company had $261,284 and $859 in interest (expense) and income, respectively. There was loss on the impairment on intangible assets (cryptocurrencies) of $337,212 and $0 during the three months ended September 30, 2025 and 2024, respectively. Additionally, there was unrealized gains on intangible assets (cryptocurrencies) of $218,273 and $0 during the three months ended September 30, 2025 and 2024, respectively.
Previous report
The Company realized a net loss attributable to common stockholders of $10,452,579 and $464,837 for the three months ended September 30, 2025 and 2024, respectively, an increase of $9,987,742 for the reasons stated above in the section “Operating Expenses.”
Previous report
NINE MONTHS ENDED SEPTEMBER 30, 2025, AND 2024
Previous report
Revenues
Previous report
The Company generated revenues of $551 and $585 for the nine months ended September 30, 2025 and 2024, respectively, a decrease of $34. The Company has prioritized expanding its footprint of listed businesses before focusing on converting them to paying clients.
Previous report
Operating expenses
Previous report
For the nine months ended September 30, 2025 and 2024, the Company incurred operating expenses of $13,990,290 and $1,300,292, respectively, an increase of $12,689,998. The increase in operating expenses was caused by: marketing expenses increasing by $1,457,990 from $245,522 during the nine months ended September 30, 2024, to $1,703,512 during the same period in 2025; general and administrative expenses increasing by $11,119,901 from $850,322 during the nine months ended September 30, 2024, to $11,970,223 during the same period in 2025; depreciation and amortization expenses increasing by $57,827 from$67,509 during the nine months ended September 30, 2024, to $125,336 during the same period in 2025; and an increase in research and development expenses of $54,280 from $136,939 during the nine months ended September 30, 2024, to $191,219 during the same period in 2025.
Previous report
Net Loss from operations
Previous report
The Company realized a net loss from operations before income taxes of $13,989,739 and$2,147 for the nine months ended September 30, 2025 and 2024, respectively, an increase of $12,690,032 for the reasons stated above in the section “Operating Expenses.”
Previous report
Other income
Previous report
For the nine months ended September 30, 2025 and 2024, the Company had $282,962 and $2,147 in interest and income, respectively. There was loss on the impairment on intangible assets (cryptocurrencies) of $(916,261) and $0 during the nine months ended September 30, 2025 and 2024, respectively. Additionally, there was unrealized gains on intangible assets (cryptocurrencies) of $843,018 and $0 during the nine months ended September 30, 2025 and 2024, respectively.
Previous report
The Company realized a net loss attributable to common stockholders of $13,800,895 and $1,299,707 for the nine months ended September 30, 2025 and 2024, respectively, an increase of $12,454,626 for the reasons stated above in the section “Operating Expenses.”
Previous report
As of September 30, 2025 and December 31, 2024, the Company had cash in the amount of $44,080,451 and $4,680,840, respectively. As of September 30, 2025 and December 31, 2024, the Company had stockholders’ equity of $50,777,540 and $4,767,261, respectively.
Previous report
The Company used net cash in operating activities of $4,959,872 and $1,053,175 for nine months ended September 30, 2025 and 2024, respectively. For the nine months ended September 30, 2025, cashflows were impacted by depreciation and amortization of $125,336, equity issued for services of $9,168,263, impairment of intangible assets (cryptocurrencies) of $916,261, unrealized gain on intangibles (cryptocurrencies) of $843,018, change in receivables of $134,594, change in payables and accrued expenses of $67,968, change in prepaids of $459,269, and changes in accrued payroll of $20,798. For the nine months ended September 30, 2024, cashflows were impacted by depreciation and amortization of $67,509, equity issued for services of $194,968, change in payables and accrued expenses of $27,657, and change in prepaids of $45,749.
Previous report
Net cash used in investing activities for nine months ending September 30, 2025 and 2024 was $6,761,950 and $177,017, respectively. During the nine months ended September 30, 2025, we invested $4,001,246, $2,500,000, $835, $259,869, in the purchase of intangible assets (bitcoin and Dogecoin), funding a debt note issued by Dogehash Technologies Inc., purchase of computer equipment, and capitalized development costs, respectively. During the nine months ended September 30, 2024, there were $175,770 in capitalized development costs and $1,247 used for the purchase of equipment.
Previous report
There was cash generated by financing activities for the nine months ended September 30, 2025 of $51,121,442 comprised of cash used to repurchase treasury stock of $1,257,420, offset by cash provided by a Coinbase BTC loan of $500,000, cash received from the cash exercise of warrants of $256,562, cash provided by the sale of common stock of $45,675,000, and cash received from the sale of Series C preferred stock of $5,947,300.
Previous report
Net cash provided by financing activities was $1,081,228 for the nine months ended September 30, 2024 and was comprised of $140,000 from the issuance of non-convertible notes, $805,000 from the sale of Series B preferred stock , less offering costs of $25,000 and $161,228 net proceeds from the sale of common stock.
Previous report
Series A Preferred Stock
Previous report
Pursuant to the Series A Certificate of Designation, the Company designated 1,000,000 shares of preferred stock as Series A Preferred. The Series A Preferred votes together with the common stock of the Company on an as-converted basis, provided that each holder of Series A Preferred shall be limited to voting the number of votes that is 9.99% of all shares entitled to vote, except as required by law.
Previous report
Subject to the provisions of Section 4 of the Series A Certificate of Designation, each holder shall have the right, at any time and from time to time, at such holder’s option, to convert any or all of such holder’s shares of Series A Preferred into the number of shares of common stock as set forth herein. Each share of Series A Preferred initially converts into 15 shares of common stock (the “Conversion Rate”) at a reference rate of $3.00 per share of common stock (the “Series A Reference Rate”) subject to adjustments set forth in Sections 4(g) and (h) of the Series A Certificate of Designation.
Previous report
The holders of Series A Preferred shall be entitled to receive, in cash or in-kind at Company’s election, in an amount equal to $3.50 per share. If paid in kind, the dividend shall be in shares of Series A Preferred (the “Series A Dividend Shares”) valued at the $45.00 per share of Series A Preferred (the “Purchase Price”) unless the closing price of the common stock on the trading day prior to the issuance of the dividend is below the Series A Reference Rate, in which case the Series A Dividend Shares shall be valued at the Purchase Price adjusted pursuant to the formula set forth in Section 3 of the Series A Certificate of Designation.
Previous report
Under the Series A Certificate of Designation, at no time may all or a portion of the Series A Preferred be converted if the number of shares of common stock to be issued pursuant to such conversion would exceed, when aggregated with all other shares of common stock owned by the Holder at such time, the number of shares of common stock that would result in the holder beneficially owning (as determined in accordance with Section 13(d) of the 1934 Act and the rules thereunder) more than 4.99% of all of the common stock outstanding at such time (the “4.99% Beneficial Ownership Limitation”); provided, however, that, upon the holder providing the Company with 61 days’ advance notice (the “4.99% Waiver Notice”) that the holder would like to waive Section 4(f) of the Series A Certificate of Designation with regard to any or all shares of common stock issuable upon conversion of the Series A Preferred, Section 4(f) will be of no force or effect with regard to all or a portion of the Series A Preferred referenced in the 4.99% Waiver Notice but shall in no event waive the 9.99% beneficial ownership limitation.
Previous report
Series B Preferred Stock
Previous report
On March 5, 2024, the Company filed a Certificate of Designation (the “Series B Certificate of Designation”) with the Secretary of State of Nevada designating 40,000 shares of preferred stock as Series B Preferred Stock (“Series B Preferred”).
Previous report
The Company raised $805,000 in a Series B Preferred offering during the period March to May 2024. Each share of Series B Preferred cost $50 and initially converts into 10 shares of common stock and pays a 10% dividend on a quarterly basis and has downside price protection. Once the Company up-lists on a national securities exchange, the Series B Preferred converts at a 20% discount to the price of the offering set forth on its Registration Statement on S-1 and the downside price protections are eliminated. There is a call provision that goes into effect six months from the listing on a national securities exchange, that if the common stock trades at a 100% premium to the conversion price for 10 days or more, the Company can force the conversion of the Series B Preferred into common stock.
Previous report
Pursuant to the Series B Certificate of Designation, each holder of the Series B Preferred has the right, at any time and from time to time, at the shareholder’s option to convert any or all of such holder’s shares of Series B Preferred into shares of common stock. Each share of Series B Preferred is initially convertible into 10 shares of common stock at a reference rate of $5.00 per share of common stock, subject to adjustments set forth in the Series B Certificate of Designation.
Previous report
Upon the Company’s up-listing to Nasdaq, the Series B Preferred became convertible at $4.00 per share and the downside price protections were eliminated. On March 29, 2025, certain call protection provisions in the Series B Preferred went into effect, providing that if the common stock trades at a 100% premium to the conversion price of the Series B Preferred for 10 days or more, the Company can force the conversion of the Series B Preferred into shares of common stock.
Previous report
The holders of Series B Preferred are entitled to receive dividends, in cash or in-kind at the Company’s election, in an amount equal to $1.25 per share per quarter. If paid in kind, the number of shares of common stock issued for the dividend shall be equal to the quotient of the dividend payable divided by the volume weighted average price on the dividend date. The Series B Preferred was offered and sold pursuant to an exemption from the registration requirements under Section 4(a)(2) of the Securities Act.
Previous report
On July 18, 2025, we filed the Withdrawal of Designation with the Secretary of State of the State of Nevada and terminated the designation of our Series B Preferred which was effectuated on November 14, 2025. At the time of the filing of the Withdrawal of Designation, there were no shares of Series B Preferred Stock issued and outstanding. The Withdrawal of Designation eliminated from the Articles of Incorporation all matters as set forth in the Certificate of Designation of Rights, Powers, Preferences, Privileges and Restrictions of Series B Preferred Convertible Voting Stock.
Previous report
Series C Preferred Stock
Previous report
On June 17, 2025, the Company filed a Certificate of Designation (the “Series C Certificate of Designation”) with the Secretary of State of Nevada designating 200,000 shares of preferred stock as Series C Preferred Stock. On June 30, 2025, the Company filed an amendment to the Series C Certificate of Designation which provides that except as otherwise required by the Nevada Revised Statutes, the holders of Series C Preferred Stock shall have no voting rights with respect to such shares.
Previous report
The Series C Preferred Stock is functionally the same as our common stock except for the inclusion of either, at the election of the holder, a 4.99% or 9.99% beneficial ownership equity blocker and a liquidation preference in the event of a Liquidation Event (as defined in the Series C Certificate of Designation) so that before any amount shall be paid to the holders of any of shares of junior stock, the holders of the Series C Preferred Stock shall receive a number of shares of Series C Preferred Stock equal to the amount per share such holder would receive if such holder converted such Series C Preferred Stock into common stock immediately prior to the date of such payment.
Previous report
*General.*The Series C Certificate of Designation for authorizes 200,000 shares of Series C Preferred Stock. Each share of Series C Preferred Stock has a stated value of $60.00. Each share of Series C Preferred Stock is convertible into 10 shares of our common stock, subject to certain adjustments. The initial conversion price of the Series C Preferred Stock is $6.00 per share of common stock.
Previous report
Exchange Listing. There is no trading market available for the Series C Preferred Stock. We do not intend to list or quote the Series C Preferred Stock on any securities exchange or nationally recognized trading system.
Previous report
*Ranking.*The Series C Preferred Stock ranks junior to the Series A Preferred and Series B Preferred, but ranks senior to our common stock and any preferred stock issued after the Series C Preferred Stock. In the event of the merger or consolidation of the Company with or into another entity, the Series C Preferred Stock shall maintain its relative rights, powers, designations, privileges and preferences provided for in the Series C Certificate of Designation. In the event of a liquidation of the Company, the holders of Series C Preferred Stock will share in the distribution of our net assets on an as-converted basis.
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Previous wording
You should read the following discussion and analysis of our financial condition and results of operations together with our financial statements and the related notes appearing elsewhere in this Quarterly Report on Form 10-Q. In addition to historical information, this discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results may differ materially from those discussed below. Factors that could cause or contribute to such differences include, but are not limited to, those identified below, and those discussed in the section titled “Risk Factors” included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 as may be amended, supplemented or superseded from time to time by other reports we file with the SEC.
Current wording
This management’s discussion and analysis of financial condition and results of operations contains forward-looking statements that involve risks and uncertainties. See “Cautionary Note Regarding Forward-Looking Statements” for a discussion of the uncertainties, risks and assumptions associated with those statements. You should read the following discussion in conjunction with our consolidated financial statements and related notes which are included elsewhere in this Quarterly Report on Form 10-Q. Our actual results may differ materially from those discussed in the forward-looking statements as a result of various factors, including, but not limited to, those described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as may be amended, supplemented or superseded from time to time by other reports we file with the SEC.
Previous wording
On August 11, 2025, we entered into a placement agency agreement (the “August 2025 Dominari Agreement”) with Dominari Securities LLC (“Dominari”), pursuant to which, on August 12, 2025, we issued and sold directly to investors (the “Investors”) an aggregate of 5,000,000 shares of our common stock (the “August 2025 Offering”). The gross proceeds to us were approximately $50 million, before deducting the placement agent’s fees and expenses and estimated offering expenses payable by us. We currently intend to use the net proceeds received from the August 2025 Offering to explore the accumulation of cryptocurrencies and mining equipment, working capital and general corporate purposes.
Current wording
On March 26, 2026, we entered into a placement agency with Dominari Securities LLC, pursuant to which we sold directly to investors, in a best efforts offering, an aggregate of (i) 4,510,000 shares of common stock at $2.00 per share and (ii) pre-funded warrants to purchase up to an aggregate of 5,575,000 shares of common stock at $1.99 per pre-funded warrant. The securities were offered and sold by us pursuant to our effective registration statement on Form S-3 (File No. 333-286951). The closing of the offering occurred on March 31, 2026 and the gross proceeds from the offering were approximately $20.2 million, before deducting placement agent fees and expenses and estimated offering expenses payable by us. We intend to use the net proceeds received from the offering for working capital and general corporate purposes.
Previous wording
Net Loss attributable to common stockholders
Current wording
*Revenue and Financial Performance.*For the quarter ended March 31, 2026, the Company generated revenues of approximately $2.2 million from digital asset mining operations, with cost of revenue of approximately $1.7 million and gross profit of approximately $0.5 million. The Company reported a net loss attributable to common stockholders of approximately $6.2 million, driven primarily by depreciation expense of $3.3 million on mining equipment (amortized over a two-year useful life), stock-based compensation of $1.2 million, and general and administrative expenses associated with operating as a public company. Adjusted EBITDA was approximately $(1.7) million for the period, reflecting the impact of net realized and unrealized losses on digital assets held in treasury during the period.
Previous wording
The following table sets forth certain selected unaudited condensed consolidated statements of operations data for the three months ended September 30, 2025 and 2024.
Current wording
The following table sets forth certain selected consolidated statements of operations data for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025.
Previous wording
The Company realized a net loss from operations before income taxes of $10,594,949 and$442,697 for the three months ended September 30, 2025 and 2024, respectively, an increase of $10,152,252 for the reasons stated above in the section “Operating Expenses.”
Current wording
The Company realized a net loss before income taxes of $6,151,707 for the three months ended March 31, 2026, as compared to $308,595 for the three months ended March 31, 2025. Our net losses were due to the reasons stated above in the preceding sections.
Previous wording
The Company’s accumulated deficit was $(23,492,603) and $(9,691,708) as of September 30, 2025 and December 31, 2024, respectively.
Current wording
The Company’s accumulated deficit was $(14,654,592) as of March 31, 2026.
Previous wording
As of September 30, 2025, we had cash on hand of $44,080,451. We currently have minimal sources of liquidity such as arrangements with credit institutions that will have or are reasonably likely to have a current or future effect on our financial condition or immediate access to capital.
Current wording
As of March 31, 2026, we had cash and cash equivalents on hand of $42,474,352. We currently have minimal sources of liquidity such as arrangements with credit institutions that will have or are reasonably likely to have a current or future effect on our financial condition or immediate access to capital.
Previous wording
Other than as discussed above and elsewhere in this Quarterly Report on Form 10-Q, we are not aware of any trends, events or uncertainties that are likely to have a material effect on our financial condition.
Current wording
Other than as discussed above and elsewhere in this Quarterly Report on Form 10-Q, we are not currently aware of any trends, events, or uncertainties that are reasonably likely to have a material effect on our financial condition. For a further discussion of factors that may affect future operating results, see the section entitled “Risk Factors” in our most recent annual report on Form 10-K.
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Current report — wording carried from elsewhere
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Rearranged previous paragraphs (2)
Previous report — wording carried elsewhere
The following table sets forth certain selected unaudited condensed consolidated statements of operations data for the nine months ended September 30, 2025, and 2024.
Previous report — wording carried elsewhere
Net Loss attributable to common stockholders