market for registrant’s common equity, related stockholder matters and issuer purchases OF EQUITY SECURITIES
−Removed: common stock is currently traded on the Nasdaq Capital Market under the symbol “TZUP.”
−Removed: of March 4, 2025, there were 9,426,502 shares of the registrant’s common stock outstanding.
−Removed: of March 4, 2025 there were 259 stockholders of record.
−Removed: The number of record holders was determined from the records of our transfer
−Removed: agent and does not include beneficial owners of Common Stock whose shares are held in the names of various security brokers, dealers,
−Removed: and registered clearing agencies.
−Removed: The transfer agent of our Common Stock is Securitize (Pacific Stock Transfer), located at 6725 Via
−Removed: Austi Pkwy Suite 300, Las Vegas, NV 89119.
−Removed: Company is authorized to issue 250,000,000 million shares of common stock, par value $0.001 per share.
−Removed: outstanding shares of our common stock are fully paid and nonassessable.
−Removed: The following summarizes the rights of holders of our common
−Removed: holder of common stock is entitled to one vote per share on all matters to be voted upon generally by the shareholders and are not
−Removed: entitled to cumulative voting for the election of directors;
−Removed: to preferences that may apply to shares of preferred stock outstanding, the holders of common stock are entitled to receive lawful
−Removed: dividends as may be declared by our board of directors;
−Removed: our liquidation, dissolution or winding up, the holders of shares of common stock are entitled to receive a pro rata portion of all
−Removed: our assets remaining for distribution after satisfaction of all our liabilities and the payment of any liquidation preference of
−Removed: any outstanding preferred stock;
−Removed: are no redemption or sinking fund provisions applicable to our common stock;
−Removed: are no preemptive, subscription or conversion rights applicable to our common stock.
−Removed: Amended and Restated Certificate of Incorporation authorizes the issuance of up to 25,000,000 shares of blank check preferred stock,
−Removed: par value $0.001 per share, of which 1,000,000 have been designated as Series A Preferred Convertible Voting stock.
−Removed: As of March 4, 2025,
−Removed: 153,411 shares of Series A Preferred Convertible Voting stock were issued and outstanding.
−Removed: All outstanding shares of the Company’s
−Removed: Common Stock and Series A Preferred Convertible Voting Stock are duly authorized, validly issued, fully-paid and non-assessable.
−Removed: such series of preferred stock shall have such number of shares, designations, preferences, voting powers, qualifications, and special
−Removed: or relative rights or privileges as shall be determined by our board of directors, which may include, among others, dividend rights,
−Removed: voting rights, liquidation preferences, conversion rights and preemptive rights.
−Removed: Amended and Restated Certificate of Designation of Rights, Powers, Preferences, Privileges And Restrictions of Series B Convertible Voting
−Removed: Authorizes the issuance of 40,000 shares of Series B Convertible Voting Stock, par value $0.001.
−Removed: As of March 4, 2025, 15,700 shares
−Removed: of the Company’s Series B Convertible Voting stock were issued and outstanding.
−Removed: All outstanding shares of the Company’s Series
−Removed: B Preferred Convertible Voting Stock are duly authorized, validly issued, fully-paid and non-assessable.
−Removed: Each such series of preferred
−Removed: stock shall have such number of shares, designations, preferences, voting powers, qualifications, and special or relative rights or privileges
−Removed: as shall be determined by our board of directors, which may include, among others, dividend rights, voting rights, liquidation preferences,
−Removed: conversion rights and preemptive rights.
−Removed: have not declared or paid any cash dividends on our common stock during the fiscal year and do not currently anticipate paying cash dividends
+Added: common stock is listed on Nasdaq under the symbol “DTCX”.
+Added: Effective December 16, 2025, in connection with the completion
+Added: of our acquisition of Dogehash and the corporate name change to Datacentrex, Inc., our common stock began trading under the ticker symbol
+Added: of April 13, 2026, there were 230 shareholders of record for our common
+Added: stock, six holders of record for our Series A Preferred Stock Convertible Voting Stock, and three holders of record for our Series D Convertible Preferred Stock.
+Added: The actual number of
+Added: holders of our securities is greater than this number of record holders, and includes shareholders who are beneficial owners, but whose
+Added: shares are held in street name by brokers or held by other nominees.
+Added: This number of holders of record also does not include shareholders
+Added: whose shares may be held in trust by other entities.
+Added: do not anticipate declaring or paying, in the foreseeable future, any cash dividends on our capital stock.
+Added: We intend to retain all available
+Added: funds and future earnings, if any, to fund the development and expansion of our business, and we do not anticipate paying any cash dividends
in the foreseeable future.
+Added: Any future determination regarding the declaration and payment of dividends will be at the discretion of our
+Added: board of directors and will depend on then-existing conditions, including our financial condition, operating results, contractual restrictions,
+Added: capital requirements, business prospects and other factors our board of directors may deem relevant.
Sales of Unregistered Securities
−Removed: B Preferred Offering
−Removed: Company recently raised $805,000 in a Series B Preferred offering during the period March - May 2024.
−Removed: Each share of Series B Preferred
−Removed: 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.
−Removed: Once the company up-lists on a National Stock Exchange, the Series B Preferred converts at a 20% discount to the price of the offering
−Removed: in this S-1 and the downside price protections are eliminated.
−Removed: There is a call provision that goes into effect six (6) months from the
−Removed: listing on a National Exchange, that if the common stock trades at a 100% premium to the conversion price for 10 days or more, the Company
−Removed: can force the conversion of the Series B Preferred into common stock.
−Removed: The Company has agreed to pay the costs of Rule 144 legal opinions
−Removed: for the holders of the Series B Preferred.
−Removed: Company recently conducted an offering under Regulation A+, pursuant to an Offering Statement on Form 1-A/A filed on December 23, 2022
−Removed: and qualified on January 9, 2023, through which the Company sold 424,144 shares for aggregate proceeds of $1,732,869, net offering expenses
+Added: Purchases of Equity Securities
+Added: following table provides information about the Company’s purchases of equity securities during the quarter ended December 31, 2025.
+Added: All purchases described below were made in open market transactions in compliance with Rule 10b-18 of the Securities Exchange Act of
+Added: 1934, as amended.
+Added: Average price
+Added: paid per share
+Added: part of publicly
+Added: announced plans
+Added: or programs (1)
+Added: Maximum number
+Added: (or approximate
+Added: dollar value) of
+Added: that may yet be
+Added: purchased under the
+Added: plans or programs
+Added: October 1 to October 31, 2025
+Added: November 1 to November 30, 2025
+Added: December 1 to December 31, 2025
+Added: On September 23, 2025, the Company’s board of directors authorized a share repurchase program, pursuant to which the Company may
+Added: repurchase up to $10 million of its shares of common stock through December 31, 2026 (the “September Buyback Program”).
+Added: share repurchase program is in addition to the share repurchase program approved by the Company’s board of directors on February
+Added: 26, 2025, which authorized the Company to repurchase up to $1 million of its shares of common stock and was completed on September 19,
+Added: Approximately $7.5 million remains authorized for repurchase under the September Buyback Program.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.