🧾 What This Document Is

This is a prospectus supplement (Form 424B5) filed with the SEC. It updates a base prospectus from May 30, 2025, to detail a new public offering of stock and warrants by Datacentrex, Inc. (DTCX). Its purpose is to legally disclose the terms, risks, and financial details of this specific fundraising event to potential investors.

🏢 What The Company Does

👉 In simple terms, Datacentrex operates social media marketing platforms, most notably the Thumzup® app. This app connects brands with everyday people (called "Creators") who get paid to post authentic reviews about products/services on their personal social media (like Instagram, TikTok, or X).

• They aim to disrupt traditional advertising by leveraging the gig economy and "micro-influencers" (regular people, not celebrities).
• The company also invests in Bitcoin as a treasury reserve asset and is developing an AI-powered "Lifestyle Agent Marketplace" for personalized recommendations.
• Industry: Social media marketing & influencer advertising—a high-growth space estimated to reach $199.6B globally by 2032.

💰 The Offering: Key Details

This is a "reasonable best-efforts" offering (no guaranteed sale) via Placement Agent Dominari Securities LLC. Here’s what’s being sold:

• 4.51 million shares of common stock at $2.00 per share.
• 5.575 million pre-funded warrants (for buyers who’d otherwise exceed ownership limits like 4.99%/9.99%). Each warrant:
  • Costs $1.99 upfront.
  • Has an exercise price of $0.01 per share.
  • Is immediately exercisable and expires when fully used.
    👉 Total potential proceeds: $20.17 million before fees/expenses.

💸 Cost of Raising Money

Item	Cost
Placement Agent Cash Fee (8% of gross)	$1.614M
Non-accountable Expenses (1% of gross)	$201.7K
Legal/Admin Expenses (capped)	~$250K
Placement Agent Warrants (8% of shares/warrants sold)	806,800 warrants @ $2.00
👉 Net proceeds to Datacentrex: ~$17.9 million (after all fees/expenses).

📦 What Happens to the Company’s Capital

This offering significantly dilutes existing shareholders:

• Before offering: 16.54M shares outstanding (actual).
• After offering: Up to 42.33M shares outstanding (pro forma as adjusted).
• Cash infusion: Boosts cash from $44.1M to ~$62M (pro forma).
• Stockholders' equity: Increases from $50.8M to ~$69.4M.

👉 Why it matters: More shares mean each existing share represents a smaller piece of the company. The stock price may drop post-offering due to this dilution.

🚀 How The Money Will Be Used

The company states proceeds will be used for "general corporate purposes and working capital". No specific projects, acquisitions, or debt paydown are detailed.
👉 Why it matters: Vague plans increase risk. Investors can’t assess if the capital will be deployed effectively. Management has broad discretion over the funds.

⚖️ Big Picture: Strengths & Risks

👍 Strengths:

• Growth in influencer marketing ($16.5B in 2022 → $199.6B by 2032).
• Cash cushion boost ($17.9M net) for operations.
• Bitcoin treasury strategy could benefit from crypto appreciation.

⚠️ Major Risks:

• Stock price volatility: Offering priced at $2.00 vs. market price of $3.09 (March 26, 2026)—suggests immediate dilution pressure.
• Business model uncertainty: Reliant on attracting both creators and advertisers to scale.
• Bitcoin exposure: High volatility (e.g., bought ~19.1 BTC at avg. $104,744; market price later $82,560).
• Nasdaq listing risk: Failure to maintain compliance could impair liquidity/fundraising.
• No dividends: Company doesn’t expect to pay dividends; returns depend solely on stock appreciation.

📅 Key Dates & Contacts

• Expected delivery: March 30, 2026.
• Placement Agent: Dominari Securities LLC (exclusive).
• Transfer Agent: Equity Stock Transfer (237 W 37th St, NY, NY 10018; (212) 575-5757).
• Company Contact: Parker Scott, CEO (470 W 200 N STE. 18, Salt Lake City, UT 84103; (800) 403-6150).

🧠 The Analogy

Think of this offering like a restaurant owner selling additional slices of the pie to fund renovations. The original owners now own a smaller percentage of the whole pie, and the new slices are being sold at a discount to the current "market price" of the pie. The owner promises the money will help the business but won’t specify exactly how.

🧩 Final Takeaway

Datacentrex is raising ~$18M by selling stock and warrants at a discount to its market price, diluting existing shareholders significantly. While the cash strengthens its balance sheet, the vague use of proceeds, Bitcoin volatility, and business execution risks mean investors should carefully weigh if the company’s growth story justifies the dilution and uncertainty.