Overview
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- TickerDTCX on Nasdaq2
- IndustryServices-Computer Processing & Data Preparation2
- HeadquartersCarson City, United States2
- Incorporated inNV3
- Business address470 W 200 N,, Ste 18,, Salt Lake City, Ut 841033
- Filer category, Emerging growth company3
- Legal formCorporation2
- LEI254900ZG3GGVH0A19W922
- StatusActive2
- LEI statusIssued and current2
- Registered addressC/O REGISTERED AGENTS INC, 89101 Las Vegas, United States2
- Registered withBusiness Center (Secretary of State), NV202019278172
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As competition evolves, miners may need to deploy newer hardware, replace components, or optimize existing fleets to remain competitive.5 From its latest annual report
Financials
From the company’s reports to the SEC. Every number links to the filing it came from.
Key numbers, fiscal 2025
Where the money goes
Where each dollar of revenue went, fiscal 2025
- Cost of revenue51¢$3.6M
- Selling, general and admin0¢$2.8K
- Other costs49¢$3.4M
Out of $7.0M in revenue.6 The company lost money this year.
Financial statements
Every line of the income statement as filed: the last 1 fiscal year, latest first.6
| Period ending | 2025-12-31 |
|---|---|
| Revenues | $7.0M |
| Cost of revenue | $3.6M |
| Gross profit | $3.4M |
| General and administrative expenses | $2.4M |
| Depreciation and amortization | $7.5M |
| Stock based compensation | $1.4M |
| Total Operating Expenses | $11.3M |
| Loss From Operations | -$7.9M |
| Net realized and unrealized losses, digital assets | -$443.7K |
| Interest expense, net | -$140.8K |
| Total Other Income (Expense) | -$584.5K |
| Net Loss Before Income Taxes | -$8.5M |
| Net Loss | -$8.5M |
| Basic | -$0.46 |
| Diluted | -$0.46 |
| Basic | 18.3M shares |
| Diluted | 18.3M shares |
No quarter-by-quarter statement was filed.
Every line of the balance sheet as filed: the last 2 fiscal years (annual) or 2 quarters (quarterly), latest first.6
| Period ending | 2025-12-31 | 2024-12-31 |
|---|---|---|
| Cash and cash equivalents | $38.9M | |
| Digital assets, at fair value | $4.4M | |
| Prepaid expenses | $468.8K | |
| Total current assets | $43.8M | |
| Equipment, net | $18.5M | |
| Capitalized software costs, net | $264.2K | |
| Deposits for equipment | $3.6M | |
| Other assets | $621.7K | |
| Total assets | $66.8M | |
| Accounts payable and accrued expenses | $594.7K | |
| Total current liabilities | $594.7K | |
| Common stock, .001 par value, 250,000,000 shares authorized, Common stock, $0.001 par value, 250,000,000 shares authorized; 30,375,530 shares issued and outstanding. | $30.4K | |
| Treasury stock, at cost 59,191 shares | -$274.2K | |
| Additional paid in capital | $75.0M | |
| Accumulated deficit | -$8.5M | |
| Total stockholders equity | $66.2M | |
| Total liabilities and stockholders equity | $66.8M | |
| Preferred stock, par value | $0.00 | |
| Preferred stock, shares authorized | 25.0M shares | |
| Preferred stock, shares issued | 174.6K shares | |
| Preferred stock, shares outstanding | 174.6K shares | |
| Common stock, par value | $0.00 | $0.00 |
| Common stock, authorized | 250.0M shares | 250.0M shares |
| Common stock, shares issued | 30.4M shares | |
| Common stock, shares outstanding | 30.4M shares | |
| Treasury stock, common shares | 59.2K shares |
| Period ending | 2025-12-31 | 2024-12-31 |
|---|---|---|
| Cash and cash equivalents | $38.9M | |
| Digital assets, at fair value | $4.4M | |
| Prepaid expenses | $468.8K | |
| Total current assets | $43.8M | |
| Equipment, net | $18.5M | |
| Capitalized software costs, net | $264.2K | |
| Deposits for equipment | $3.6M | |
| Other assets | $621.7K | |
| Total assets | $66.8M | |
| Accounts payable and accrued expenses | $594.7K | |
| Total current liabilities | $594.7K | |
| Common stock, .001 par value, 250,000,000 shares authorized, Common stock, $0.001 par value, 250,000,000 shares authorized; 30,375,530 shares issued and outstanding. | $30.4K | |
| Treasury stock, at cost 59,191 shares | -$274.2K | |
| Additional paid in capital | $75.0M | |
| Accumulated deficit | -$8.5M | |
| Total stockholders equity | $66.2M | |
| Total liabilities and stockholders equity | $66.8M | |
| Preferred stock, par value | $0.00 | |
| Preferred stock, shares authorized | 25.0M shares | |
| Preferred stock, shares issued | 174.6K shares | |
| Preferred stock, shares outstanding | 174.6K shares | |
| Common stock, par value | $0.00 | $0.00 |
| Common stock, authorized | 250.0M shares | 250.0M shares |
| Common stock, shares issued | 30.4M shares | |
| Common stock, shares outstanding | 30.4M shares | |
| Treasury stock, common shares | 59.2K shares |
Cash flow is reported year to date, not quarter by quarter, so there are no separate quarterly figures.
Every line of the cash flow as filed: the last 1 fiscal year, latest first.6
| Period ending | 2025-12-31 |
|---|---|
| Net loss | -$8.5M |
| Depreciation and amortization expense | $7.5M |
| Stock based compensation | $1.4M |
| Digital asset mining revenue | -$7.0M |
| Net unrealized and realized loss on digital assets | $443.7K |
| Loss on sale of equipment | $395 |
| Prepaid expense | -$198.7K |
| Other assets | -$621.7K |
| Accounts payable and accrued expenses | $501.8K |
| Net cash used in operating activities | -$6.4M |
| Purchase of equipment | -$25.9M |
| Proceeds from sale of equipment | $30.0K |
| Payments for deposits on equipment | -$3.6M |
| Proceeds from sale of digital assets | $4.6M |
| Net cash used in investing activities | -$24.9M |
| Proceeds long term debt, net of discount | $8.6M |
| Repayments of long term debt | -$8.6M |
| Cash acquired in reverse recapitalization | $42.1M |
| Repurchase of treasury stock | -$274.2K |
| Proceeds from issuance of Class A-1 Units | $17.9M |
| Proceeds from issuance of Class A-2 Units, net of costs | $10.4M |
| Net cash provided by financing activities | $70.2M |
| Net increase in cash | $38.9M |
| Cash paid during period for interest | $370.7K |
| Assets acquired in connection with the reverse recapitalization | $3.1M |
| Other liabilities assumed in connection with the reverse recapitalization | -$127.6K |
No quarter-by-quarter statement was filed.
Corporate structure
Datacentrex, Inc. sits at the top of its group. 3 entities, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.
Major holders of Datacentrex, Inc.
- James L. Stafford Filed SCHEDULE 13G on Datacentrex, Inc., latest Jun 15, 2026
- American Ventures LLC, Series VII USDAE Filed SCHEDULE 13D on Datacentrex, Inc., latest May 28, 2026
- Eleven Ventures LLC Filed SCHEDULE 13G on Datacentrex, Inc., latest Apr 20, 2026
- Gregory Castaldo Filed SCHEDULE 13G/A on Datacentrex, Inc., latest Feb 13, 2026 (3 filings since Nov 21, 2024)
- Hampton Growth Resources LLC Filed SCHEDULE 13G/A on Datacentrex, Inc., latest Jan 7, 2026 (4 filings since Nov 4, 2024)
- Joe D. Thomas Filed SCHEDULE 13G/A on Datacentrex, Inc., latest Dec 19, 2025 (27 filings since Oct 11, 2022)
- American Ventures LLC, Series V TZUP I Filed SCHEDULE 13G/A on Datacentrex, Inc., latest Aug 6, 2025 (3 filings since Jul 11, 2025)
- Valkyrie X LLC, Series VII TZUP I Filed SCHEDULE 13G/A on Datacentrex, Inc., latest Jul 15, 2025 (2 filings since Jul 11, 2025)
- Joseph Reda Filed SCHEDULE 13G/A on Datacentrex, Inc., latest Feb 14, 2025 (2 filings since Nov 20, 2024)
- Datacentrex, Inc. Carson City, Nevada, United States
- Dogehash Technologies, Inc. Subsidiary · Nevada, United States
- Thumzup, Inc. Subsidiary · Nevada, United States
Built from parent and subsidiary links from GLEIF, the Global Legal Entity Identifier Foundation (CC0); subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.
What it owns
What Datacentrex, Inc. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.
Property and equipment
| Item | Latest | A year before | Change |
|---|---|---|---|
| Computer equipment and software | $457.8K6 Dec 31, 2025 | $142.6K8 Dec 31, 2023 | +221.0% |
| Property and equipment, before depreciation | $26.0M6 Dec 31, 2025 | ||
| Accumulated depreciation | $7.5M6 Dec 31, 2025 | ||
| Property and equipment, net | $18.5M6 Dec 31, 2025 | $14.7K9 Dec 31, 2024 | +126349.2% |
Investments
| Item | Latest | A year before | Change |
|---|---|---|---|
| Cash and cash equivalents | $38.9M6 Dec 31, 2025 | $4.7M9 Dec 31, 2024 | +731.5% |
Properties, in its own words
Our operations are principally operated remotely at various data centers throughout the United States and we do not own any real property. Our offices are located at 470 W 200 N STE 18 Salt Lake City, UT 84103 and are leased pursuant to a lease agreement that renews in successive six-month terms. We believe that our existing facilities are suitable and adequate to meet our current needs. We intend to add new facilities or expand existing facilities as we add employees, and we believe that suitable additional or substitute space will be available as needed to accommodate any such expansion of our operations.
Item 2 of the 10-K filed Apr 13, 2026.5
Leadership
Who has led Datacentrex, Inc., and when. Pick a name to see everywhere that person has worked.
- Chief executive officerParker Cheney Scott Dec 23, 2025 to now13
- Chief financial officerIsaac Dietrich Nov 4, 2024 to now14
Board members and other officers (8)
- Board memberChristopher Ensey Oct 14, 2025 to now15
- Board memberAllan Thomas Evans Dec 23, 2025 to now16
- Board memberChristopher R. Moe Dec 23, 2025 to now17
- Board memberParker Cheney Scott Dec 23, 2025 to now13
- Board memberIsaac Dietrich Nov 4, 2024 to now14
- Board memberJoanna D. Massey Nov 4, 2024 to now18
- Board memberPaul Dickman Nov 4, 2024 to now19
- Board memberRobert L. Haag Nov 4, 2024 to now20
Named in SEC Form D filings
People the company listed in its private-offering notices.
- Executive Officer, DirectorRobert Steele named Dec 23, 2021 to Mar 19, 202421
Subsidiaries and ownership
Subsidiaries (Exhibit 21)
The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.
Former names
- THUMZUP MEDIA CorpApr 22, 2021 to Dec 15, 20253
Timeline
- Oct 14, 20268-K Other events22
- Aug 31, 20268-K Entered a material agreement; Other events23
- Aug 24, 20268-K Results of operations24
- Aug 24, 20268-K Other events25
- Aug 12, 20268-K Results of operations26
- May 14, 20268-K Results of operations27
- Apr 13, 20268-K Results of operations28
- Mar 31, 20268-K Entered a material agreement; Bylaws or fiscal year changed; Other events29
- Jan 22, 20268-K Other events30
- Jan 7, 20268-K Other events31
- Jan 2, 20268-K Results of operations; Executive or director change; Other events32
- Dec 23, 2025New chief executive Parker Cheney Scott becomes CEO13
- Dec 15, 20258-K Completed an acquisition or sale; Unregistered sale of shares; Change in control33
- Oct 27, 2020Founded Datacentrex, Inc. is founded2
Calendar
Coming up
- Nov 13, 2026Reports results for the quarter ending Sep/202634
When it reported results
- Aug 24, 2026Reported quarterly or annual results24
- Aug 12, 2026Reported quarterly or annual results26
- May 14, 2026Reported quarterly or annual results27
- Apr 13, 2026Reported quarterly or annual results28
- Jan 2, 2026Reported quarterly or annual results32
Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar
Filings
251 filings to the SEC since October 2021: 9 annual reports, 16 quarterly reports, 48 major events, 59 insider forms, 44 large holders, 3 private raises, 72 other. The latest 20:
- Oct 15, 2026ARS EDGAR
- Oct 15, 2026DEFA14A EDGAR
- Oct 15, 2026DEF 14A EDGAR
- Oct 14, 20268-K EDGAR
- Oct 5, 2026PRE 14A EDGAR
- Aug 31, 20268-K EDGAR
- Aug 24, 20268-K/A EDGAR
- Aug 24, 20268-K EDGAR
- Aug 12, 20268-K EDGAR
- Aug 12, 202610-Q EDGAR
- Jun 15, 2026SCHEDULE 13G EDGAR
- May 28, 2026SCHEDULE 13D EDGAR
- May 14, 20268-K EDGAR
- May 14, 202610-Q EDGAR
- Apr 20, 2026SCHEDULE 13G EDGAR
- Apr 13, 20268-K EDGAR
- Apr 13, 202610-K EDGAR
- Mar 31, 2026NT 10-K EDGAR
- Mar 31, 20268-K EDGAR
- Mar 30, 20264 EDGAR
The 251 filings since October 2021 can be filtered by form type and year here when JavaScript is on.
Every filing from the last five years, summarized. The full record is on SEC EDGAR.
Insider trades
20 open-market trades by officers, directors and large owners since October 2021: 18 buys and 2 sales. Grants, option exercises and gifts are left out.
| Date | Who | Trade | Shares | Price | Value | Filing |
|---|---|---|---|---|---|---|
| Mar 26, 2026 | Evans Allan ThomasDirector | Buy | 50,000 | $2.00 | $100.0K | Form 4 |
| Aug 29, 2025 | STEELE ROBERT AChief Executive Officer | Buy | 2,000 | $5.16 | $10.3K | Form 4 |
| Aug 27, 2025 | STEELE ROBERT AChief Executive Officer | Buy | 2,000 | $4.93 | $9.9K | Form 4 |
| Jul 7, 2025 | STEELE ROBERT AChief Executive Officer | Sale | 2,500,000 | $0.50 | $1.2M | Form 4 |
| Jul 7, 2025 | STEELE ROBERT AChief Executive Officer | Sale | 2,500,000 | $0.50 | $1.2M | Form 4 |
| Mar 19, 2025 | Dietrich IsaacChief Financial Officer | Buy | 1,118 | $3.70 | $4.1K | Form 4 |
| Mar 18, 2025 | Dietrich IsaacChief Financial Officer | Buy | 1,300 | $3.74 | $4.9K | Form 4 |
| Mar 14, 2025 | HAAG ROBERT L | Buy | 5,000 | $3.60 | $18.0K | Form 4 |
| Mar 13, 2025 | HAAG ROBERT L | Buy | 4,000 | $3.61 | $14.4K | Form 4 |
| Dec 23, 2024 | STEELE ROBERT AChief Executive Officer | Buy | 1,000 | $3.20 | $3.2K | Form 4 |
| Dec 5, 2024 | HAAG ROBERT L | Buy | 3,000 | $4.85 | $14.6K | Form 4 |
| Dec 5, 2024 | HAAG ROBERT L | Buy | 2,000 | $4.73 | $9.5K | Form 4 |
| Dec 5, 2024 | HAAG ROBERT L | Buy | 2,000 | $4.73 | $9.5K | Form 4 |
| Nov 25, 2024 | HAAG ROBERT L | Buy | 1,111 | $4.06 | $4.5K | Form 4 |
| Nov 25, 2024 | HAAG ROBERT L | Buy | 2,000 | $4.20 | $8.4K | Form 4 |
| Nov 22, 2024 | HAAG ROBERT L | Buy | 2,000 | $4.60 | $9.2K | Form 4 |
| Nov 21, 2024 | HAAG ROBERT L | Buy | 2,000 | $4.05 | $8.1K | Form 4 |
| Nov 19, 2024 | STEELE ROBERT AChief Executive Officer | Buy | 1,000 | $3.68 | $3.7K | Form 4 |
| Nov 19, 2024 | HAAG ROBERT L | Buy | 2,000 | $3.60 | $7.2K | Form 4 |
| Mar 13, 2024 | STEELE ROBERT AChief Executive Officer | Buy | 2,780 | $3.56 | $9.9K | Form 4 |
From Forms 4 filed with the SEC.
Major holders
Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.
- James L. StaffordSCHEDULE 13G, 1 filing Jun 15, 202635
- American Ventures LLC, Series VII USDAESCHEDULE 13D, 1 filing May 28, 202636
- Eleven Ventures LLCSCHEDULE 13G, 1 filing Apr 20, 202637
- Gregory CastaldoSCHEDULE 13G/A, 3 filings Nov 21, 2024 to Feb 13, 202638
- Hampton Growth Resources LLCSCHEDULE 13G/A, 4 filings Nov 4, 2024 to Jan 7, 202639
- Joe D. ThomasSCHEDULE 13G/A, 27 filings Oct 11, 2022 to Dec 19, 202540
- American Ventures LLC, Series V TZUP ISCHEDULE 13G/A, 3 filings Jul 11, 2025 to Aug 6, 202541
- Valkyrie X LLC, Series VII TZUP ISCHEDULE 13G/A, 2 filings Jul 11, 2025 to Jul 15, 202542
- Joseph RedaSCHEDULE 13G/A, 2 filings Nov 20, 2024 to Feb 14, 202543
Executive pay
What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.
| Year | Executive | Age | Salary | Total pay |
|---|---|---|---|---|
| 2025 | Parker Scott | 31 | $8.7K | $4.2M44 |
| 2025 | Isaac Dietrich | $182.1K | $256.2K44 | |
| 2025 | Robert Steele | 60 | $185.4K44 | |
| 2024 | CFOformer CEO | $83.6K | $2.6M44 | |
| 2024 | Former CFO | $74.5K | $840.4K44 |
Money raised
Private offerings the company reported to the SEC on Form D.
Held by these funds
The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 26. Change is in shares since the quarter before.
13F reports cover disclosed long positions in U.S. stocks only.
SEC filer profile
How Datacentrex, Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.
- Name on EDGARDatacentrex, Inc.1
- CIK0001853825
- Employer ID (EIN)85-36510365
- Filer statusNon-accelerated filer an emerging growth company; a smaller reporting company; a shell company5
- Incorporated inNevada5
- Fiscal year endsDecember 311
- Industry code (SIC)7374 Services-Computer Processing & Data Preparation1
- SEC reviewing officeOffice of Technology, Division of Corporation Finance1
- Business address470 W 200 N,, Ste 18,, Salt Lake City, UT 841031
- Phone310-237-28871
- Shares outstanding40,143,626 as of Aug 12, 202612
- Public float$67.8M as of Jun 30, 20255
- AuditorHaynie, Salt Lake City, UT PCAOB ID 457; no auditor attestation of internal control over financial reporting5
- On EDGAR sinceApr 22, 20211
- Filings263 in all: 4 (48), 8-K (46), SC 13G/A (21), 10-Q (16), CORRESP (14), SCHEDULE 13G/A (13), 3 (10), UPLOAD (10)1
All 45 form types
S-1/A (9), DEFA14A (6), 10-K (5), 424B5 (5), SC 13G (5), 10-K/A (4), D (4), EFFECT (4), SCHEDULE 13G (4), 1-A/A (3), S-3/A (3), 253G2 (2), 8-K/A (2), ARS (2), PRE 14A (2), S-1 (2), S-3 (2), S-8 (2), 1-A (1), 10-Q/A (1), 4/A (1), 424B1 (1), 424B3 (1), 424B4 (1), 8-A12B (1), CERT (1), DEF 14A (1), DEF 14C (1), DEFM14A (1), NT 10-K (1), NT 10-Q (1), PRE 14C (1), PREM14A (1), QUALIF (1), RW (1), S-3ASR (1), SCHEDULE 13D (1)
- Latest filingsAnnual report (10-K) Apr 13, 2026
Quarterly report (10-Q) Aug 12, 2026
Proxy statement (DEF 14A) Oct 15, 2026
Latest 8-K (8-K) Oct 14, 2026
Securities registered for trading
| Class | Symbol | Exchange |
|---|---|---|
| Common Stock, par value $0.001 per share | DTCX | The Nasdaq Stock Market LLC |
From the cover page of the 10-K filed Apr 13, 2026 (Section 12(b) of the Exchange Act).5
Risk factors and legal proceedings
The risks Datacentrex, Inc. names in Item 1A of its 10-K filed Apr 13, 2026: 74 risks under these headings, as written.5
- Risks Related to our Business
- We are an early-stage company with limited operating history.
- We have a short operating history in the cryptocurrency mining space, and our new business is subject to a number of significant risks and uncertainties which affect its future viability.
- Failure of critical systems related to our offerings and/or infrastructure could have a material adverse effect on our business, financial condition, and results of operations.
- Our business may be heavily impacted by geopolitical, social, economic, and other events and circumstances in the United States, or elsewhere.
- We face significant competition and may not be able to compete effectively against our current and future competitors.
- We are subject to risks associated with our need for significant electrical power.
- We may be exposed to cybersecurity threats and breaches.
- We are subject to many hazards and operational risks that can disrupt our business, some of which may not be insured or fully covered by insurance.
- If we incur debt in the future, it may adversely affect our economic and business condition.
- Most of our infrastructure is located on leased or collocated premises and the termination or higher renewal rate of our leases or colocation contracts could have a material adverse effect on our business, financial condition, and results of operations.
- We may face the risk of Internet-related disruptions.
The other 63 risks
- Our success depends on key personnel whose continued service is not guaranteed.
- We do not directly obtain or hold material facility-level permits or approvals for our mining operations, as our equipment is hosted at third-party colocation facilities. Our colocation providers are responsible for obtaining, maintaining, and complying with permits, licenses, and approvals required to own and operate their data center facilities, including those related to zoning, construction, power usage, and environmental or energy regulation.
- Risks Related to Our Growth Prospects
- New offerings or lines of business may subject us to additional risks.
- We may not adequately respond to price fluctuations and rapidly changing technology.
- If we were to pursue ownership or development of data center facilities in the future, our construction of new data centers, data center expansions, or data center redevelopment could involve significant risks to our business.
- If we do not accurately predict our facility requirements, it could have a material adverse effect on our business, financial condition, and results of operations.
- We operate in the United States and may further expand our operations internationally, which may expose us to risks associated with doing business internationally.
- Risks Related to Cryptocurrency Mining
- If we fail to grow our hashrate, we may be unable to compete, and our business, financial condition, and results of operations could suffer.
- We may be unable to purchase miners at scale or face delays or difficulty in obtaining new miners at scale.
- Our reliance on third-party mining pool service providers, including ViaBTC & Nicehash, for our mining revenue payouts may have a negative impact on our business, financial condition, and results of operations.
- The further development and acceptance of the Scrypt network and other digital assets is subject to a variety of factors that are difficult to evaluate. The slowing or stopping of the development or acceptance of digital asset systems may adversely affect our business, financial condition, and results of operations.
- The development and acceptance of competing blockchain platforms or technologies may cause consumers to use alternative distributed ledgers or other alternatives.
- Our operations, investment strategies, and profitability may be adversely affected by competition from other methods of investing in Bitcoin, Dogecoin, Litecoin or other digital assets.
- It may be illegal now, or in the future, to acquire, own, hold, sell, or use digital assets, participate in blockchains or utilize similar digital assets in one or more countries.
- A failure to properly monitor and upgrade the Scrypt network’s protocol could damage that network and an investment in our securities.
- There is a possibility of Scrypt mining algorithms transitioning to “proof of stake” validation, which could make us less competitive and adversely affect our business, financial condition, and results of operations.
- If a malicious actor or botnet obtains control of a majority of the processing power active on any digital asset network, including the Scrypt network, the blockchain may be manipulated in a manner that adversely affects an investment in us.
- Weather events and manmade disasters may affect our business.
- Forks or protocol changes in Scrypt-based digital asset networks may adversely affect the value of digital assets we hold.
- We are highly concentrated in Bitcoin, Dogecoin, and Litecoin, each of which is highly volatile. Fluctuations in the prices of these digital assets have influenced, and are likely to continue to influence, our business, financial condition, results of operations, and the market price of our common stock.
- From time to time, we have entered, and may continue to enter, into certain hedging transactions to mitigate our exposure to fluctuations in the market prices of Bitcoin, Dogecoin, and Litecoin, which represent the substantial majority of our digital asset holdings by value. Engaging in hedging transactions may expose us to risks associated with such transactions, including counterparty risk.
- We hold Bitcoin, Dogecoin, and Litecoin as principal components of our treasury and operating strategy and, as a result of merged Scrypt mining, we may also receive and hold other digital assets in de minimis amounts from time to time.
- Bitcoin, Dogecoin, Litecoin, and other digital assets are controlled through cryptographic key pairs associated with blockchain addresses, and transactions are authorized through cryptographic signing mechanisms implemented by the applicable custody platform. When transactions are executed, relevant transaction data, including public blockchain addresses, is recorded on the applicable blockchain network.
- Digital assets and the blockchain networks on which they operate have been, and may in the future be, subject to security breaches, cyberattacks, or other malicious activity.
- Due to the evolving nature of insolvency law and market practice, digital assets held in custody for customers may be treated as part of a custodian’s bankruptcy estate.
- Transactions executed through OTC counterparties may expose us to operational and counterparty risks.
- We may face risks related to liquidity.
- Adverse developments to Scrypt-based blockchain networks may impact mining revenue streams.
- The pseudonymous nature of blockchain transactions poses a risk that our digital assets may be associated with illicit or sanctioned activities.
- There are risks associated with derivative transactions involving digital assets.
- Risks Related to Digital Assets
- The trading prices of many digital assets, including Bitcoin, Dogecoin, and Litecoin have experienced extreme volatility in recent periods and may continue to do so. Extreme volatility in the future, including declines in the trading prices of Bitcoin, Dogecoin, or Litecoin, could have a material adverse effect on the value of our common stock and the digital assets held in our treasury could lose all or substantially all of their value.
- Digital assets such as Bitcoin and Dogecoin were only introduced within the past two decades, and the medium-to-long term value of Bitcoin, Dogecoin, and other digital assets we hold is subject to a number of factors relating to the capabilities and development of blockchain technologies and to the fundamental investment characteristics of digital assets.
- Digital assets represent a new and rapidly evolving industry, and the value of the digital assets held in our treasury depends on the continued acceptance of Bitcoin, Dogecoin, and other digital assets we hold.
- Changes in the governance of a digital asset network or protocol may not receive sufficient support from users and validators, which may negatively affect that digital asset network’s or protocol’s ability to grow and respond to challenges.
- Digital asset networks face significant scaling challenges and efforts to increase the volume and speed of transactions may not be successful.
- If a malicious actor or botnet obtains control of more than 50% of the processing power on the Dogecoin network, or otherwise obtains control over the Dogecoin network through its influence over core developers or otherwise, such actor or botnet could manipulate the Blockchain to adversely affect the value of the Dogecoin held in our treasury reserve or our ability to operate.
- The value of the shares of our common stock may relate directly to the value of the digital assets we hold, particularly Bitcoin and Dogecoin, the values of which may be highly volatile and subject to fluctuations due to a number of factors.
- Due to the largely unregulated nature and lack of transparency surrounding the operations of digital asset trading platforms, they may experience fraud, market manipulation, business failures, security failures or operational problems, which may adversely affect the value of Dogecoin, Bitcoin & Litecoin and, consequently, the value of our treasury reserve and our shares of Common Stock.
- A decline in the adoption of Bitcoin, Litecoin or Dogecoin, or their respective networks, could negatively impact our revenues and treasury value.
- Congestion or delay in the Bitcoin or Dogecoin networks may delay our ability to transact in or sell our digital assets.
- The SEC may approve applications under Rule 19b-4 of the Exchange Act to list competing digital assets as exchange-traded products, which could reduce demand for, and the price of, Dogecoin and adversely impact our common stock.
- Competition from central bank digital currencies and emerging payments initiatives involving financial institutions could adversely affect the price of Bitcoin, Dogecoin and other digital assets.
- The prices of Bitcoin and Dogecoin may become closely correlated with other asset classes.
- Dogecoin was originally considered a “memecoin” and may be subject to even greater levels of volatility than other digital assets.
- The Litecoin Network Halving Event May Materially and Adversely Affect the Company’s Mining Economics.
- The unlimited supply of Dogecoin may negatively impact the long-term value of Dogecoin, and potentially the integrity of the Dogecoin network.
- Regulators may interpret certain aspects of our activities to implicate additional regulatory frameworks.
- A determination that one or more of our digital assets is a “security” may adversely affect the value of such digital assets, our treasury and our common stock.
- Legislative developments such as the CLARITY Act may alter the regulatory treatment of bitcoin and adversely affect our business.
- Regulatory changes or actions by the U.S. Congress or any U.S. federal or state agencies may affect the value of Bitcoin, Dogecoin or Litecoin or restrict the use of these currencies to validate activity or the operation of the digital asset markets in a manner that adversely affects our revenues and the value of our common stock.
- Changes in SEC policy could adversely impact our revenues, our business and the price of our common stock.
- Ambiguous and changing governmental regulations relating to Scrypt-based digital asset mining may adversely affect our business.
- Competing industries may have more influence with policymakers than the digital asset industry, which could lead to the adoption of laws and regulations that are harmful to the digital asset industry.
- Regulatory changes or other events in foreign jurisdictions may affect the value of our common stock or restrict the use of one or more digital assets, validating activity or the operation of their networks or the digital asset trading platform market in a manner that adversely affects the value of our common stock.
- Future developments regarding the treatment of digital assets for U.S. federal income tax purposes could adversely affect the value of the digital assets that we hold in our treasury reserve and the price of our common stock.
- Future developments in the treatment of digital assets for tax purposes other than U.S. federal income tax purposes could adversely affect the value of our common stock.
- A U.S. tax-exempt shareholder may recognize “unrelated business taxable income” as a consequence of an investment in shares of our common stock.
- General Risk Factors
- If securities or industry analysts do not publish research or reports about our business, or if they change their recommendations regarding our stock adversely, our stock price and trading volume could decline.
- Financial reporting obligations of being a public company in the United States are expensive and time-consuming, and our management will be required to devote substantial time to compliance matters.
- Risks Related to Our Common Stock
- Lapsed lockup restrictions may create downward pressure on the market price of our common stock.
- Our common stock price may be volatile, which could result in substantial losses to investors and litigation.
- If we fail to comply with the rules under the Sarbanes-Oxley Act of 2002, as amended, related to accounting controls and procedures, or if we discover material weaknesses and deficiencies in our internal control and accounting procedures, our stock price could decline significantly and raising capital could be more difficult.
- Future sales and issuances of our securities could result in additional dilution of the percentage ownership of our shareholders and could cause our share price to fall.
Legal proceedings
From time to time, we may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are not aware of any pending legal proceedings or claims that will have, individually or in the aggregate, a material adverse effect on our business, financial condition or operating results.
The opening of Item 3, Legal Proceedings.5
Sources
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- 15SEC EDGARChristopher Ensey, Board member
- 16SEC EDGARAllan Thomas Evans, Board member
- 17SEC EDGARChristopher R. Moe, Board member
- 18SEC EDGARJoanna D. Massey, Board member
- 19SEC EDGARPaul Dickman, Board member
- 20SEC EDGARRobert L. Haag, Board member
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- 22SEC EDGAROther events
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- 24SEC EDGARResults of operations
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