Datacentrex Inc美股招股说明书(2026-01-30版)

DATACENTREX, INC. 23,661,884 Shares of Common Stock Pursuant to this prospectus, the selling stockholders named herein (the “Selling Stockholders”) are offering on a resale basisan aggregate of up to 23,661,884 shares of common stock of Datacentrex, Inc. (the “Company,” “we,” “us” or “our”), par value $0.001per share (“Common Stock”), consisting of: (i) 10,423,089 shares (the “Shares”) of Common Stock issued to the stockholders ofDogehash Technologies, Inc., a Nevada corporation (“Doge”), under that certain Agreement and Plan of Merger dated as of August 18,2025 (“Merger Agreement”), pursuant to which we acquired Doge and (ii) 13,238,795 shares of Common Stock issuable uponconversion of our Series D Convertible Preferred Stock (the “Series D Convertible Preferred”) issued under the Merger Agreement(collectively, the “Registrable Securities”). The Registrable Securities were issued in reliance upon the exemption from the registration requirements in Section 4(a)(2)and/or Rule 506(b) of Regulation D of the Securities Act of 1933, as amended (the “Securities Act”). We are not selling any Common Stock under this prospectus and will not receive any of the proceeds from the sale of theRegistrable Securities by the Selling Stockholders. The Selling Stockholders identified in this prospectus may offer the Registrable Securities from time to time through publicor private transactions at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market price, atvarying prices determined at the time of sale, or at negotiated prices. The registration of the Registrable Securities on behalf of theSelling Stockholders, however, does not necessarily mean that any of the Selling Stockholders will offer or sell their RegistrableSecurities under this registration statement or at any time in the near future. Further, certain shares of Common Stock constitutingRegistrable Securities are subject to lock-up agreements which may restrict sales by the Selling Stockholders. We provide moreinformation about how the Selling Stockholders may sell their Registrable Securities in the section entitled “Plan of Distribution” onpage 11. The Selling Stockholders will bear all commissions and discounts, if any, attributable to the sale or disposition of theRegistrable Securities, or interests therein. We will not be paying any underwriting discounts or commissions in this offering. We willpay the expenses of registering the Registrable Securities pursuant to this prospectus. Our Common Stock is traded on The Nasdaq Capital Market (“Nasdaq”) under the symbol “DTCX”. On January 27, 2026,the closing price of our Common Stock as reported on Nasdaq was $2.53 per share. We are an “emerging growth company” under the federal securities laws and, as such, are subject to reduced public companyreporting requirements. We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. Youshould read the entire prospectus and any amendments or supplements carefully before you make your investment decision. Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties referencedunder the heading“Risk Factors”on page 3 of this prospectus and under similar headings in the other documents that areincorporated by reference into this prospectus for more information on these risks. Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities, or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminaloffense. The date of this prospectus is January 30, 2026 TABLE OF CONTENTS PageProspectus Summary1Risk Factors3Disclosure Regarding Forward-Looking Statements5Use of Proceeds6Description of Securities6Private Placement of Common Stock and Series D Convertible Preferred Stock9Selling Stockholders10Plan of Distribution11Experts12Where You Can Find More Information12Incorporation of Certain Documents by Reference12 You should rely only on information contained in this prospectus, as well as the information incorporated by referenceinto this prospectus. We and the Selling Stockholders have not, and any underwriter has not, authorized anyone to provide youwith additional information or information different from that contained in or incorporated by reference this prospectus. Youshould not assume that the information in this prospectus or any documents incorporated by reference is accurate as of anydate other than the date of the applicable document. This prospectus is not an offer to sell or the solicitation of an offer to buyour securities in any circumstances under which the offer or solicitation is unlawful or in any state or other jurisdiction wherethe offer is not permitted. PROSPECTUS SUMMARY The following summary highlights information contained elsewhere in this prospectus and the documents