Datacentrex, Inc. 10-K

item 9a. controls and Procedures Evaluation of Disclosure Controls and Procedures Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Our management, including our Chief Executive Officer and Chief Financial Officer, have evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2025. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of December 31, 2025, our disclosure controls and procedures were effective. Management’s Annual Report on Internal Control over Financial Reporting Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2025, based on the framework established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on the assessment, management has determined that our internal control over financial reporting as of December 31, 2025 was effective. - 57 - Changes in Internal Control Over Financial Reporting Other than as described above, there have been no changes in our internal control over financial reporting that occurred during our last fiscal quarter ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Inherent Limitations of Internal Controls Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected. Item 9b. Other information None . Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not applicable. - 58 - part iii Item 10. Directors, Executive Officers and corporate governance Below are the names of and certain information regarding the Company’s current executive officers and directors: Name Age Position Parker Scott 30 Chief Executive Officer and Chairman Robert Steele 59 Chief Financial Officer and Director Christopher Ensey 46 Director Allan Evans 42 Director Christopher R. Moe 70 Director Parker Scott, Chief Executive Officer and Chairman Mr. Scott is a finance and business development executive with over a decade of experience in capital markets, digital asset mining, biotechnology, and advanced energy industries. From January 2025 until its Acquisition at the Effective Time, he served as Chief Executive Officer of Doge, leading the company’s strategy to become one of the most competitive and profitable Scrypt-based miners in North America. Prior to joining Doge, Mr. Scott served as Chief Financial Officer of PolarityBio, where he was responsible for financial strategy, capital formation, and investor engagement in connection with the company’s regenerative medicine platform. He previously held the position of Vice President of Business Development at ASP Isotopes, Inc. (NASDAQ: ASPI), a nuclear energy and Advanced Isotope commercialization company, where he focused on strategic partnerships, fundraising, and market development. In addition to his operating roles, Mr. Scott has provided extensive advisory and consulting services to companies in the digital asset mining industry, assisting with large-scale infrastructure development, fundraising, and investor relations. He has worked closely with both private and public companies in the sector, bringing a unique combination of capital markets experience and operational expertise to the rapidly evolving digital asset ecosystem. Mr. Scott began his career in global equity research at Goldman Sachs and later at a special situations hedge fund, where he specialized in market analysis, capital allocation, and portfolio strategy. Since 2018, he has founded, advised, and managed companies in the cryptocurrency, biotechnology and energy industries, with a focus on financial structuring, business development, and shareholder value creation. Mr. Scott is qualified to serve as a director of the Company because of his experience as Chief Executive Officer of Doge. Robert Steele, Chief Financial Officer and Director Mr. Steele served as Chief Executive Officer of the Company from October 2020 until the Effective Time and has served as a director of the Company since October 2020. Since October 2019, Mr. Steele has operated a consulting business that has provided investor relations, financial, sales and marketing consulting services to various clients. Mr. Steele was the Director of Client Positioning at IRTH Communications, LLC from January 2017 to September 2019. From May 2016 through December 2016, Mr. Steele was an independent consultant rendering sales, marketing and investor relations services. From January 2010 to May 2016, Mr. Steele was the President of Rightscorp, Inc. “Rightscorp”). While at Rightscorp, Mr. Steele designed and deployed patented intellectual property software as a service (SaaS) tools that were used by major brands like Warner Bros. to protect their intellectual property. As President of Rightscorp, Mr. Steele led the design of the software used by clients like Sony/ATV and BMG. BMG successfully used Mr. Steele’s technology to win a landmark $25 million judgment against Cox Communications for copyright infringement. Mr. Steele holds a BS in Electronic and Computer Engineering from George Mason University. We believe Mr. Steele is qualified to serve as a member of our board of directors due to his extensive experience as an executive at publicly traded companies and his demonstrated expertise in technology. - 59 - Christopher Ensey, Director Mr. Ensey has served on the Company’s board of directors since October 2025. From 2019 to 2024, Mr. Ensey served as a senior technology and cybersecurity executive across multiple leading organizations. Since 2023, Mr. Ensey has served as Chief Executive Officer of Alignment Engine, where he leads initiatives in AI/HPC datacenter design and GPU interconnect hardware, guiding company strategy, fundraising, and market positioning. Prior to this, as Founding Partner and Chief Technology Officer of Gulp Data from 2021 to 2023, Mr. Ensey developed and scaled an AI-driven data valuation platform, establishing robust enterprise partnerships and overseeing engineering. Mr. Ensey also served as Chief Technical Advisor to Gryphon Digital Mining (now American Bitcoin Mining Corp.) (NASDAQ: ABTC) from June 2021 to January 2024. From 2020 to 2021, he served as Chief Technology Officer at eMed, launching an FDA-authorized digital health platform that rapidly scaled to serve millions of users and resulted in six issued patents. As Chief Technology Officer of BlueVoyant between 2019 and 2020, Mr. Ensey managed global cybersecurity operations, directed a $45 million budget, and successfully reduced annual cloud expenditures. Mr. Ensey also served as Chief Operating Officer of Riot Blockchain, Inc. (now Riot Platforms, Inc.) (NASDAQ: RIOT) from January 2018 to September 2018, and as Interim Chief Executive Officer from September 2018 to February 2019. Mr. Ensey’s educational background includes degrees and certifications relevant to technology leadership and cybersecurity. Mr. Ensey is qualified to serve on the board of directors based on his extensive leadership and expertise in technology and cybersecurity. Allan Evans, Director Dr. Evans has served on the Company’s board of directors since December 2025. Dr. Allan Evans has served as Chief Executive Officer and director of Unusual Machines, Inc. (NYSE: UMAC) since December 2023. Prior to becoming Chief Executive Officer of Unusual Machines, Inc., Dr. Evans was the Chief Operating Officer of Red Cat Holdings, Inc. (NASDAQ: RCAT) from January 2021 to November 2023 and was the Chief Executive Officer of Fat Shark Holdings, Ltd. Dr. Evans is a serial entrepreneur with a history of founding and leading technological innovation. He has extensive experience in overseeing different emerging technologies. From August 2017 to October 2020, Dr. Evans served as a board member for Ballast Technologies, a company that specialized in technology for location-based entertainment. In November 2012, he co-founded Avegant, a technology company focused on developing next generation display technology to enable previously impossible augmented reality experiences. He led design, development, and initial production of the Glyph head mounted display and oversaw technology research and patent strategy while serving as Chief Technology Officer of Avegant until 2016. Dr. Evans has 47 pending or issued patents that cover a range of technologies from implantable medical devices to mixed reality headsets. Academically, his work has an h-index of 15, an i-index of 28, and has been cited in more than 1,000 publications. He has extensive experience with new technologies, engineering, business development, and corporate strategy, and his expertise in these areas strengthens the Company’s collective knowledge and capabilities. Dr. Evans is qualified to serve on our board of directors due to his management and public company experience and his experience in the technology industry. Christopher R. Moe, Director Mr. Moe has served on the Company’s board of directors since December 2025. Mr. Moe is the Chief Financial Officer of Beeline Holdings, Inc. (NASDAQ: BLNE), a digital home loan lending and title platform designed to streamline the financing process. Previously, he was the Chief Financial Officer and director of Yates Electrospace Corporation, a heavy payload autonomous cargo delivery UAS producer. Earlier, he was the Chairman, Chief Executive Officer, and co-founder of ProBrass Inc., a rifle brass cartridge case manufacturing company that Vairog US acquired. He was also previously the Chief Financial Officer of Vectrix Holdings Limited, a subsidiary of GP Industries Ltd (G20:SGX), an international developer and manufacturer of electric motorcycles, and the Chief Financial Officer and director of Mission Motor Company, a company focused on advanced EV and hybrid powertrains for automobile and power sports applications. He has served as the Chief Financial Officer and Director of Vectrix Corporation (LSE: VRX), Managing Director of GH Ventures, Managing Director of Kirkland-Ft. Worth Investment Partners, Chief Executive Officer of St. Louis Ship Industries, Vice President of Wasserstein, Perella & Co.’s merchant banking fund, and Vice President/Area Head with Citicorp’s Leveraged Capital Group. He serves as an independent director and chair of the Audit Committee of Red Cat Holdings, Inc. (NASDAQ: RCAT). He serves on the Advisory Board of Innovate Newport and is Trustee Emeritus of The Pennfield School. He is the former Vice Chairman and Treasurer of the Choir School of Newport County and former Treasurer of the Zabriskie Memorial Church of Saint John the Evangelist. He served as a Captain of United States Marines and deployed with the 31 st Marine Expeditionary Unit twice to the Western Pacific and Indian Ocean. He holds a BA degree in English from Brown University and an MBA from the Harvard Business School. Mr. Moe is qualified to serve on our board of directors given his extensive experience as a board member and executive across public and private companies. - 60 - Committees of the Board of Directors Our board of directors directs the management of our business and affairs, as provided by Nevada law, and conducts its business through meetings of the board of directors and its standing committees. We have a standing Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee. In addition, from time to time, special committees may be established under the direction of the board of directors when necessary to address specific issues. Our board of directors has determined that all of the members of the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee are independent as defined under the applicable rules of Nasdaq, including, in the case of all of the members of our audit committee, the independence requirements contemplated by Rule 10A-3 under the Exchange Act. In making such determination, the board of directors considered the relationships that each director has with our Company and all other facts and circumstances that the board of directors deemed relevant in determining director independence, including the beneficial ownership of our capital stock by each director. Audit Committee The Audit Committee is composed of Christopher R. Moe, Allan Evans, and Christopher Ensey, with Mr. Moe serving as Chair. Each member of the Audit Committee is an independent director as defined by the rules of Nasdaq and Rule 10A-3 under the Exchange Act. Each member of our Audit Committee meets the financial literacy requirements of the Nasdaq rules. In addition, our board of directors has determined that Mr. Moe qualifies as an “audit committee financial expert,” as such term is defined in Item 407(d)(5) of Regulation S-K. The Audit Committee has the sole authority and responsibility to select, evaluate and engage independent auditors for the Company. The Audit Committee reviews with the auditors and with the Company’s financial management all matters relating to the annual audit of the Company. The Audit Committee monitors the integrity of our financial statements, monitors the independent registered public accounting firm’s qualifications and independence, monitors the performance of our internal audit function and the auditors, and monitors our compliance with legal and regulatory requirements. The Audit Committee also meets with our auditors to review the results of their audit and review of our annual and interim financial statements. The Audit Committee meets at least on a quarterly basis to discuss with management the annual audited financial statements and quarterly financial statements and meets from time to time to discuss general corporate matters. Our board of directors adopted a written charter for the Audit Committee which is available on our website at https://ir.datacentrex.com/governance. Compensation Committee The Compensation Committee is composed of Christopher R. Moe, Allan Evans, and Christopher Ensey, each of whom meets the independence requirements of all applicable laws, rules and regulations as defined by the rules of the Commission and Nasdaq, as determined by the board of directors, with Mr. Evans serving as Chair. Among other things, the Compensation Committee reviews, recommends and approves salaries and other compensation of the Company’s executive officers, and administers the Company’s equity incentive plans (including reviewing, recommending and approving stock option and other equity incentive grants to executive officers) as well as the Company’s clawback policy. The Compensation Committee meets in executive session to determine the compensation of the Chief Executive Officer of the Company. In determining the amount, form, and terms of such compensation, the Committee considers the annual performance evaluation of the Chief Executive Officer conducted by the board of directors in light of Company goals and objectives relevant to Chief Executive Officer compensation, competitive market data pertaining to Chief Executive Officer compensation at comparable companies, and such other factors as it deems relevant, and is guided by, and seeks to promote, the best interests of the Company and its shareholders. - 61 - In addition, subject to existing agreements, the Compensation Committee determines the salaries, bonuses, and other matters relating to compensation of the executive officers of the Company using similar parameters. It sets performance targets for determining periodic bonuses payable to executive officers. It also reviews and makes recommendations to the board of directors regarding executive and employee compensation and benefit plans and programs generally, including employee bonus and retirement plans and programs (except to the extent specifically delegated to a committee of the board of directors with authority to administer a particular plan). In addition, the Compensation Committee approves the compensation of non-employee directors and reports it to the full board of directors. The Compensation Committee also reviews and makes recommendations with respect to shareholder proposals related to compensation matters. The Compensation Committee may, in its sole discretion and at the Company’s cost, retain or obtain the advice of a compensation consultant, legal counsel or other adviser. The Compensation Committee is directly responsible for the appointment, compensation and oversight of the work of any compensation consultant, legal counsel and other adviser retained by the committee. Our board of directors of directors adopted a written charter for the Compensation Committee which is available on our website at https://ir.datacentrex.com/governance. Nominating and Corporate Governance Committee The Nominating and Corporate Governance Committee consists of Christopher R. Moe, Allan Evans, and Christopher Ensey, each of whom meets the independence requirements of all applicable laws, rules and regulations as defined by the rules of the Commission and Nasdaq, as determined by the board of directors, with Mr. Ensey serving as Chair. The Nominating and Corporate Governance Committee identifies individuals qualified to become members of the board of directors, consistent with criteria approved by the board of directors; recommends to the board of directors the director nominees for the next annual meeting of shareholders or special meeting of shareholders at which directors are to be elected; recommends to the board of directors candidates to fill any vacancies on the board of directors; develops, recommends to the board of directors, and reviews the corporate governance guidelines applicable to the Company; and oversees the evaluation of the board of directors and management. In recommending director nominees for the next annual meeting of shareholders, the Nominating and Corporate Governance Committee ensures the Company complies with its contractual obligations, if any, governing the nomination of directors. It considers and recruits candidates to fill positions on the board of directors, including as a result of the removal, resignation or retirement of any director, an increase in the size of the board of directors or otherwise. The Nominating and Corporate Governance conducts, subject to applicable law, any and all inquiries into the background and qualifications of any candidate for the board of directors and such candidate’s compliance with the independence and other qualification requirements established by the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee also recommends candidates to fill positions on committees of the board of directors. In selecting and recommending candidates for election to the board of directors or appointment to any committee of the board of directors, the Nominating and Corporate Governance Committee does not believe that it is appropriate to select nominees through mechanical application of specified criteria. Rather, the Nominating and Corporate Governance shall consider such factors at it deems appropriate, including, without limitation, the following: personal and professional integrity, ethics and values; experience in corporate management, such as serving as an officer or former officer of a publicly-held company; experience in the Company’s industry; diversity of expertise and experience in substantive matters pertaining to the Company’s business relative to other directors of the Company; practical and mature business judgment; and composition of the board of directors (including its size and structure). The Nominating and Corporate Governance Committee develops and recommends to the board of directors a policy regarding the consideration of director candidates recommended by the Company’s shareholders and procedures for submission by shareholders of director nominee recommendations. - 62 - Furthermore, the Nominating and Corporate Governance Committee oversees the evaluation of the board of directors and management. It also develops and recommends to the board of directors a set of corporate governance guidelines applicable to the Company, which the Nominating and Corporate Governance Committee periodically reviews and revises as appropriate. In discharging its oversight role, the Nominating and Corporate Governance Committee is empowered to investigate any matter brought to its attention. Our board of directors adopted a written charter for the Nominating and Corporate Governance Committee which is available on our website at https://ir.datacentrex.com/governance. Family Relationships None of our directors or officers have any known family relationships with other directors or officers of the Company. Involvement in Legal Proceedings We are not aware of any of our directors or officers being involved in any legal proceedings in the past ten years relating to any matters in bankruptcy, insolvency, criminal proceedings (other than traffic and other minor offenses) or being subject to any of the items set forth under Item 401(f) of Regulation S-K. Code of Ethics The board of directors has adopted a Code of Business Conduct and Ethics (the “Code of Ethics”) that applies to all of the Company’s employees, including the Company’s Chief Executive Officer and Chief Financial Officer. Although not required, the Code of Ethics also applies to the Company’s directors. The Code of Ethics provides written standards that we believe are reasonably designed to deter wrongdoing and promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships, full, fair, accurate, timely and understandable disclosure and compliance with laws, rules and regulations and the prompt reporting of illegal or unethical behavior, and accountability for adherence to the Code of Ethics. A copy of the code is posted on our website at www.datacentrex.com. Disclosure regarding any amendments to, or waivers from, provisions of the code of conduct and ethics that apply to our directors, principal executive and financial officers is posted on our website at www.datacentrex.com. Insider Trading Policy We have adopted an Insider Trading Policy that governs the purchase, sale, and/or other disposition of our securities and is applicable to our directors, officers, employees, and other covered persons. We believe our Insider Trading Policy is reasonably designed to promote compliance with insider trading laws, rules, and regulations, and listing standards applicable to the Company. A copy of our insider trading policy is filed as Exhibit 19.1 to this Annual Report. Delinquent Section 16(a) Reports Section 16(a) of the Exchange Act requires directors, officers and greater than 10 percent beneficial owners of our common shares to file reports concerning their ownership of, and transactions in, such common shares. Based solely on our review of these reports filed by the Company’s officers, directors and shareholders, and written representations from our executive officers and directors that they filed such reports, we believe that our officers, directors, and shareholders complied with all filing requirements under Section 16(a) of the Exchange Act on a timely basis during fiscal year ended December 31, 2025, except for a Form 4 filed by Parker Scott reporting one transaction. - 63 - item 11. Executive Compensation This section discusses the material components of the executive compensation program for our directors and our Named Executive Officers who are named in the “2025 and 2024 Summary Compensation Table” below. In 2025, our directors and “Named Executive Officers” and their positions were as follows for the dates specified: ● Robert Steele, former Chief Executive Officer (resigned December 15, 2025); appointed as Chief Financial Officer December 15, 2025 ● Isaac Dietrich, former Chief Financial Officer (resigned December 15, 2025); and ● Parker Scott, Chief Executive Officer (appointed December 15, 2025). This discussion may contain forward-looking statements that are based on our current plans, considerations, expectations and determinations regarding future compensation programs. Actual compensation programs that we adopt may differ materially from the currently planned programs summarized in this discussion. Summary Compensation Table The following table sets forth information concerning the compensation of our named executive officers and directors for the years ended December 31, 2025 and 2024. Name and Principal Position Year Salary ($) Bonus ($) (4) Stock awards ($) (1) Option awards ($) (1) Nonequity incentive plan compensation ($) Nonqualified deferred compensation earnings ($) All other compensation ($) (1) Total ($) Parker Scott 2025 8,654 4,225,000 (8) - - - 4,233,654 CEO 2024 - - - - - - - - Robert Steele 2025 185,396 - - - - - - 185,396 CFO, former CEO 2024 83,578 50,000 - 2,469,658 (5) - - 1,320 (3) 2,604,556 Isaac Dietrich 2025 182,075 32,137 - (7) - - 42,000 (2) 256,212 Former CFO 2024 74,481 25,000 - 740,898 (6) - - - 840,379 (1) These amounts are the aggregate fair value of the equity compensation incurred by the Company for payments to executives during the fiscal year. The aggregate fair value is computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. We valued the restricted stock awards at $3.38 per share for purposes of our accounting income recognition and the disclosure in this table. See Note 9, “Stock Options” in the notes to the Company’s consolidated financial statements included in this Annual Report for more information regarding the Company’s accounting for share-based compensation plans. (2) Mr. Dietrich received $42,000 in severance benefits upon his resignation as Chief Financial Officer. (3) Mr. Steele received executive perquisites of $1,320 for his home internet service during the year ended December 31, 2024. (4) Represents payments of discretionary bonuses for performance during the applicable years as determined by the board of directors, and as further described below Bonus Arrangements. - 64 - (5) Mr. Steele was granted the Steele Option (as defined below) to purchase 500,000 shares of the Company’s common stock on October 29, 2024, with a strike price of $5.00 per share (as set forth on the Outstanding Equity Awards table below). The Company estimated the fair value of the options using the Black-Scholes Pricing Model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 148.38 – 154.71%, (3) risk-free interest rate of 4.11%, and (4) expected life of 10 years. (6) Mr. Dietrich was granted the Dietrich Option (as defined below) with respect to 150,000 shares of the Company’s common stock, with a strike price of $5.00 per share (as set forth on the Outstanding Equity Awards table below). The Company estimated the fair value of the options using the Black-Scholes Pricing Model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 148.38 – 154.71%, (3) risk-free interest rate of 4.11%, and (4) expected life of 10 years. (7) Mr. Dietrich was awarded 50,000 shares of restricted common stock pursuant to the 2025 Plan (as defined below) with a fair value of $625,000 for services rendered during the year ended December 31, 2025. Mr. Deitrich together with the Company, effective November 12, 2025, mutually rescinded 100% of such shares of restricted stock such that each grant was void ab initio. (8) Mr. Scott was granted the Scott Restricted Stock Grant (as defined below) with respect to 1,250,000 shares of common stock of the Company. At no time during the periods listed in the above tables, with respect to any named executive officers, was there: ● any outstanding option or other equity-based award re-priced or otherwise materially modified (such as by extension of exercise periods, the change of vesting or forfeiture conditions, the change or elimination of applicable performance criteria, or the change of the bases upon which returns are determined); ● any waiver or modification of any specified performance target, goal or condition to payout with respect to any amount included in non-stock incentive plan compensation or payouts; ● any non-equity incentive plan award made to a named executive officer; ● any nonqualified deferred compensation plans including nonqualified defined contribution plans; or ● any payment for any item to be included under the “All Other Compensation” column in the Summary Compensation Table. Narrative Disclosure to the Summary Compensation Table Parker Scott – Chief Executive Officer Employment Agreement On December 22, 2025, the Company entered into an employment agreement (the “Scott EA”) with Parker Scott. Pursuant to the Scott EA, Mr. Scott will serve as the Chief Executive Officer and (i) receive a base salary at an annual rate of $450,000 (the “Base Salary”), in substantially equal installments in accordance with the regular payroll practices of the Company, (ii) be eligible to earn a bonus with a target bonus opportunity equal to 100% of the Base Salary (the “Target Annual Bonus”) with the amount earned to be based on achievement of factors as determined by the board of directors or the Compensation Committee, and (iii) be a participant in the Company’s equity-based compensation programs and receive an initial long-term award of 1,250,000 shares of restricted common stock. Mr. Scott will also serve as the Chairman of the board of directors of the Company for no additional consideration. Under the Scott EA, in the event of termination of Mr. Scott by the Company for Cause (as such term is defined in the Scott EA), Mr. Scott will be entitled only to, as of the date of such termination, the his earned but yet unpaid Base Salary, accrued and unused paid time off, any applicable vested benefit plan entitlements, and any amount of the Annual Bonus which was actually earned and yet unpaid with respect to the calendar year preceding the year of the termination (such terms as defined in the Scott EA, and collectively, the “Accrued Benefits”). If however, Mr. Scott is terminated by the Company without Cause or by Mr. Scott for Good Reason (as defined in the Scott EA), then Mr. Scott will be entitled to (i) the Accrued Benefits, (ii) severance payments in an amount in cash equal one year’s Base Salary and Target Annual Bonus (as defined in the Scott EA, and payable in substantially equal monthly installments over the 12-month period following termination), (iii) the portion of the Annual Bonus actually accrued for the year of the termination as of the date of such termination (to be determined and paid at the time annual bonuses are paid to senior executives of the Company for such year) (the “Pro Rata Annual Bonus”), (iv) all unvested equity grants then outstanding shall immediately vest, and (v) subject to Mr. Scott’s timely election, continuation of coverage under the Consolidated Omnibus Budget continuation of group health benefits at the Company’s expense for up to 18 months following termination. - 65 - In the event of termination by the Company without Cause or Mr. Scott resigns for Good Reason within 24 months following a Change in Control (as defined in the Scott EA), Mr. Scott will instead be entitled to a lump sum payment equal to the sum of (i) two times the Base Salary and (i) the Target Annual Bonus for the year of such termination; the Pro Rata Annual Bonus for the year of such termination; immediate vesting of all equity grants; and continuation of group health benefits at the Company’s expense for up to 18 months following termination. Equity Award. On December 22, 2025, pursuant to the Omnibus Plan (as defined below) and as approved by the Compensation Committee, Parker Scott was granted 1,250,000 shares of restricted common stock at a grant date fair value of $3.38 per share, for a total grant date fair value of $4,225,000 (the “Scott Restricted Stock Grant”). The Scott Restricted Stock Grant shall vest in three equal annual installments commencing on June 1, 2026, and subject to Mr. Scott’s continued service through each such vesting date and to certain additional conditions. Robert Steele – Chief Financial Officer (former Chief Executive Officer, Chairman of the board of directors, and President) Employment Agreement Effective May 30, 2024, the Company and Mr. Steele entered into an Executive Employment Agreement, which, among other things, employed Mr. Steele as the Chief Executive Officer of the Company (the “Steele EA”). Following the Company’s uplisting to a national stock exchange, Mr. Steele’s salary was increased to $168,000, payable in periodic instalments in accordance with the Company’s customary payroll practices and applicable wage payment and withholdings laws and requirements. Additionally, Mr. Steele’s base salary was subject to increase upon the achievement of certain net monthly advertising revenue milestones, as follows: ● $250,000 annual base salary upon $100,000 net monthly ad revenue for twelve consecutive months; ● $350,000 annual base salary upon $250,000 net monthly ad revenue for twelve consecutive months; and ● $500,000 annual base salary upon $800,000 aggregate net monthly ad revenue for twelve consecutive months. Mr. Steele was eligible under the Steele EA to receive a one-time $50,000 past performance bonus upon uplisting to a national exchange, subject to his continued employment at that time. On October 31, 2024, the Company paid Mr. Steele a past performance bonus of $50,000. The Steele EA provides that he may also be eligible for annual bonuses at the board of directors’ discretion, based on corporate and individual performance. Pursuant to the Steel EA, Mr. Steele was eligible for fringe benefits and perquisites, and to participate in all benefit plans, programs, and policies made available to similarly situated executives, subject to board of directors’ approval and applicable plan terms. He determined his own vacation schedule, consistent with Company operating requirements. Business expenses are reimbursed in line with Company policy. Mr. Steele was indemnified to the fullest extent available to other officers and directors under the Company’s policies. If Mr. Steele’s employment were terminated by the Company without cause and he was able and willing to remain employed, he would receive six months’ base salary (payable monthly or in a lump sum at the Company’s discretion), subject to a customary release. Effective December 15, 2025, Mr. Steele resigned from his position as the CEO to become the Chief Financial Officer of the Company. - 66 - Equity Award On October 29, 2024, Mr. Steele was granted an option to purchase 500,000 shares of common stock (the “Steele Option”) pursuant to the 2024 Plan (as defined below) (subject to the terms and conditions of the Company’s form of Stock Option Agreement under the 2024 Plan) at an exercise price of $5.00 per share. Twenty-five percent (25%) of the Steel Option shall vest on January 1, 2025, and the remaining seventy-five percent (75%) shall vest monthly over 48 months starting January 1, 2025. Upon termination/resignation of his employment with the Company, Mr. Steele has 90 days to exercise the vested portion of the Steele Option, provided that if he is terminated for cause then he shall forfeit the entire Steele Option (whether vested or unvested). He may exercise on a cashless basis pursuant to a formula defined in his agreement. Isaac Dietrich – Former Chief Financial Officer Employment Agreement From September 19, 2022 to October 28, 2024, Mr. Dietrich was compensated $5,000 per month for his services as Director of Finance. The monthly cash fee was waived from September to December 2023. Mr. Dietrich was compensated 24,000 shares of common stock with a fair value of $166,500 for services rendered during the year ended December 31, 2023. Effective October 29, 2024, the Company and Mr. Dietrich entered into an Executive Employment Agreement, which, among other things, employed Mr. Dietrich as the Chief Financial Officer of the Company (and superseded the previous employment agreement in its entirety) (the “Dietrich EA”). Following the Company’s uplisting to a national stock exchange. Mr. Dietrich was paid a salary of $168,000 in periodic installments in accordance with the Company’s customary payroll practices and applicable wage payment and withholdings laws and requirements. Additionally, Mr. Dietrich’s base salary was subject to increase upon the achievement of certain net monthly advertising revenue milestones, as follows: ● $250,000 annual base salary upon $100,000 net monthly ad revenue for twelve consecutive months; ● $250,000 annual base salary upon $250,000 net monthly ad revenue for twelve consecutive months; and ● $350,000 annual base salary upon $800,000 aggregate net monthly ad revenue for twelve consecutive months. Mr. Dietrich was eligible under the Dietrich EA to receive a one-time $25,000 past performance bonus upon uplisting to a national exchange, subject to his continued employment at that time. On October 31, 2024, the Company paid Mr. Dietrich a past performance bonus of $25,000. The Dietrich EA provided that he may also be eligible for annual bonuses at the board of directors’ discretion, based on corporate and individual performance. Additionally, in the 2025 year, the Company paid Mr. Dietrich two discretionary performance bonuses, in the aggregate amount of $32,137. Under the Dietrich EA, Mr. Dietrich was entitled to fringe benefits and perquisites consistent with those provided to similarly situated Company executives, and to participate in all benefit plans, subject to board of directors and plan terms. He may take vacation as his duties allow, coordinating with management. Business expenses are reimbursed according to Company policy. Indemnification was provided to the fullest extent available under Company policy. If Mr. Dietrich’s employment were terminated by the Company without cause and he was able and willing to remain employed, he would receive three months’ base salary (payable monthly or in a lump sum at the Company’s discretion) contingent on execution of a release. The Dietrich EA terminated upon Mr. Dietrich’s resignation, effective December 15, 2025. Mr. Dietrich and the Company entered into a “Transition and Separation Agreement,” effective as of December 10, 2025, pursuant to which he will continue to provide transition support services to the Company until the date of this filing (the “Dietrich End Date”), for which he will be compensated with a grant of restricted share units with respect to 70,000 shares of the Company’s common stock pursuant to the Omnibus Plan, which grant shall be made on or about January 2, 2026, which units shall vest as of the Dietrich End Date, and subject to his continued provision of services pursuant to such agreement. If the Transition and Separation Agreement is terminated by the Company without cause prior to the Dietrich End Date, then the award of restricted share units shall accelerate and vest in full as of the date of such termination. In consideration for Mr. Dietrich’s execution of a release of claims in connection with the entering into of the Transition and Separation Agreement, the Company paid to Mr. Dietrich as a severance benefit, a cash sum equal to $42,000. - 67 - Equity Award On October 29, 2024, Mr. Dietrich was granted an option to purchase 150,000 shares of common stock (the “Dietrich Option”) pursuant to the 2024 Plan (subject to the terms and conditions of the Company’s form of Stock Option Agreement under the 2024 Plan) at an exercise price of $5.00 per share. Under the Dietrich Option, 25% of the Dietrich Option was to vest on January 1, 2025, and the remaining 75% was to vest monthly over 48 months starting January 1, 2025. Upon termination/resignation, Mr. Dietrich has 90 days to exercise the vested portion of the Dietrich Option, provided that if he is terminated for cause then he shall forfeit the entire Dietrich Option (whether vested or unvested). He may exercise on a cashless basis pursuant to a formula defined in his agreement. As of December 15, 2025, (the “Dietrich Transition Time”) 66,708 of the shares subject to the Dietrich Option were vested, and 83,292 of the shares subject to the Dietrich Option were unvested (and forfeited as of the Dietrich Transition Time). Bonus Arrangements Pursuant to the terms of the executive employment agreements described above, the Company, through the board of directors, has the discretion to determine the amounts of the annual incentive bonus payments which executives may receive. Based on the review of the Company’s performance for calendar year 2024, the board of directors, in its sole discretion, determined to pay the bonus to the named executive officer listed in the summary compensation table above. Only Mr. Dietrich received any bonus payments during the 2025 calendar year, paid to him in July 2025 and August 2025, in the aggregate amount of $32,137, in recognition of his service to the Company during the 2025 year. Perquisites Perquisites are not a material component of compensation. In general, named executive officers do not receive reimbursements for meals, airlines, and travel costs, other than those costs allowed for all employees. During 2024, our then-Chief Executive Officer received a perquisite disclosed in the Executive Disclosure Table. Executive Incentive Compensation Recovery Policy We have adopted an executive incentive compensation recovery policy (the “Executive Incentive Compensation Recovery Policy”) pursuant to Section 10D of the Exchange Act, Rule 10D-1 promulgated under the Exchange Act (“Rule 10D-1”), and Listing Rule 5608 adopted by Nasdaq (the “Listing Standards”). The purpose of the Executive Incentive Compensation Recovery Policy is to provide for the recovery of certain incentive-based compensation in the event of an accounting restatement. In the event of an accounting restatement, it is the Company’s policy to recover reasonably promptly the amount of any erroneously awarded compensation received during the recovery period. An accounting restatement involves a restatement of the Company’s financial statements due to material noncompliance with any financial reporting requirement under the federal securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period. The amount of “erroneously awarded compensation” generally means the amount of incentive-based compensation (compensation that is granted, earned, or vested based wholly or in part upon the attainment of a financial reporting measure) received by a covered executive that exceeds the amount of incentive-based compensation on that otherwise would have been received had it been determined based on the restated financial statements. The Company need not recover any “erroneously awarded compensation” if and to the extent that the Compensation Committee or a majority of the independent members of the board of directors determines that such recovery is impracticable and not required under Rule 10D-1 and the Listing Standards, including if the Compensation Committee or a majority of the independent members of the board of directors determines that: (i) the direct expense paid to a third party to assist in enforcing the policy would exceed the amount to be recovered after making a reasonable attempt to recover, or (ii) recovery would likely cause an otherwise tax-qualified broad-based retirement plan to fail the requirements of Section 401(a)(13) or Section 411(a) of the Internal Revenue Code of 1986, as amended, and regulations thereunder. The policy is administered by our Compensation Committee, except that the board of directors may decide to act as the administrator in lieu of the Compensation Committee or designate another committee of the board of directors (including a special committee) to act as the administrator other than the determination that recovery of “erroneously awarded compensation” is impracticable and not required (as described above). - 68 - Outstanding Equity Awards as of December 31, 2025 The following table provides information regarding awards held by each of our Named Executive Officers that were outstanding as of December 31, 2025. Option Awards Restricted Stock Awards Name Number of securities underlying unexercised options (#) exercisable Number of securities underlying unexercised options (#) unexercisable (1) Equity incentive plan awards: Number of securities underlying unexercised earned options (#) Option Exercise price($) Option expiration date Number of shares or units of stock that have not vested (#) Market value of shares or units of stock that have not vested ($) Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested (#)(3) Equity incentive plan awards; Market or payout value of unearned shares, units or other rights that have not vested ($) (a) (b) (c) (d) (e) (f) (g) (h) (i) (j) Robert Steele - 256,256 243,744   $ 5.00 10/29/2034 - - - - Issac Dietrich - 0 66,708 $ 5.00 10/29/2034 - - - - Parker Scott - - - - - - - 1,250,000 3,437,500 (1) The options shall vest per the following schedule: 25% on January 1, 2025 and the remaining 75% vesting in 48 equal monthly installments commencing January 1, 2025. (2) Market value is calculated based on the closing price of the Company’s common stock on December 31, 2025 of $2.75 per share. (3) The Scott Restricted Stock Grant shall vest in three equal annual installments commencing on June 1, 2026. Non-Employee Director Compensation The following table presents the total compensation for each person who served as a non-employee director of our board of directors during the fiscal year ended December 31, 2025. Other than as set forth in the table and described more fully below, we did not pay any compensation, reimburse any expense of, make any equity awards or non-equity awards to, or pay any other compensation to any of the other members of our board of directors in such period. Name (7) Fees Earned or Paid in Cash ($)(5) Stock Awards ($)(1)(2)(4)(6) Option Awards ($)(3) All Other Compensation ($) Total ($) Christopher Ensey $ 2,521 $ 1,137,499 $ - $ - $ 1,140,020 Christopher R. Moe $ 2,740 $ 349,999 $ - $ - $ 352,739 Allan Evans $ 2,630 $ 349,999 $ - $ - $ 352,629 Robert Haag, former director $ 22,500 $ - $ - $ - $ 22,500 Joanna Massey, former director $ 28,790 $ - $ - $ - $ 28,790 Paul Dickman, former director $ 28,790 $ - $ - $ - $ 28,790 Total: $ - $ - $ - $ - $ 1,925,486 (1) Amounts reflect the aggregate grant date fair value of restricted stock awards granted during fiscal year 2025, computed in accordance with FASB ASC Topic 718. We valued the restricted stock awards at $3.38 per share for purposes of our accounting income recognition and the disclosure in this table. See Note 9 to the Company’s consolidated financial statements included in this Annual Report for assumptions used in determining the grant date fair value of equity awards. - 69 - (2) For Mr. Ensey, this amount also includes the value of 150,000 shares of restricted common stock granted to Mr. Ensey on October 14, 2025, which grant is evidenced by a Restricted Stock Award Agreement under the 2025 Plan, (the “Ensey Restricted Grant”). Under the original terms of the Restricted Stock Award Agreement, the award was to vest in full upon the closing of the common stock acquisition. On November 21, 2025, the board of directors, pursuant to its discretion under the 2025 Plan, elected to accelerate and vest 25,000 of the shares subject to the award as of that date, provided that the remaining 125,000 shares remained subject to the vesting terms originally provided under the Restricted Stock Award Agreement. The Restricted Stock Award Agreement governing the Ensey Restricted Grant includes the modified vesting terms described herein. All 150,000 shares were fully vested as of December 31, 2025. The fair value of the modified award on the modification date ($3.78 per share) did not exceed the original grant date fair value ($5.25 per share); accordingly, no incremental compensation cost was recognized as a result of the modification. (3) On October 29, 2024, each of Messrs. Dickman, Haag, and Ms. Massey was granted an option to purchase 138,000, 120,000, and 120,000 shares of common stock, respectively, at an exercise price of $5.00 per share with a one-year cliff vest (the “Prior Director Options”). No option awards were granted to former directors during fiscal year 2025. The grant date fair value of the Prior Director Options was recognized in the fiscal year ended December 31, 2024. As of December 31, 2025, the Prior Director Options remained outstanding and fully vested. (4) Each of Messrs. Evans, Moe, and Ensey were granted 103,550 shares of restricted common stock pursuant to the Omnibus Plan on December 22, 2025, evidenced by written action of the Compensation Committee (the “New Director Restricted Grants”). The New Director Awards shall vest in three equal annual installments beginning on June 1, 2026, subject to continued board of directors service, the establishment of a Rule 10b5-1 trading plan, and certain additional conditions. (5) Cash fees reflect amounts earned for board of directors and committee service during fiscal year 2025, pro-rated from each director’s appointment date, including, with respect to Messrs. Ensey, Moe, and Evans, amounts earned and paid in early January 2026. (6) On August 4, 2025, each of directors Dickman, Haag, and Massey were granted restricted common stock (with respect to 50,000, 500,000, and 50,000 shares, respectively), pursuant to the 2025 Plan, and each of directors Dickman, Haag, and Massey, together with the Company and effective November 12, 2025, mutually rescinded 100% of such shares of restricted stock such that each grant was void ab initio. (7) The following changes to the board of directors of the Company took place as of the following dates: Robert Haag resigned effective October 4, 2025; Christpher Ensey was appointed effective October 14, 2025; Joanna Massey and Paul Dickman resigned effective December 15, 2025; and Messrs. Evans, Moe, and Ensey were appointed effective December 15, 2025. Narrative Summary to Director Compensation. The director compensation structure is designed to attract and retain experienced, independent board members and is intended to align the directors’ interests with those of Company shareholders. All compensation arrangements described above supersede any prior agreements. For fiscal 2025, independent directors of the Company received compensation for board of directors and committee service, as applicable, consisting of both cash compensation and equity grants, as detailed in the Director Compensation Table. Amounts in the Director Compensation Table reflect compensation earned in the fiscal year, whether paid in cash or equity and all outstanding grants as of December 31, 2025. - 70 - Independent Director Agreements dated December 26, 2025 On December 26, 2025, the Company entered into agreements (the “Independent Director Agreements”), which form of agreement was approved by the Company’s board of directors effective December 15, 2025) with the Company’s new independent directors, Christopher Ensey, Christopher R. Moe, and Allan Evans (the “Independent Directors”). Under the Independent Director Agreements, each Independent Director will be entitled to (i) annual cash compensation totaling $30,000 (ii) an initial grant under the Omnibus Plan of 103,550 shares of restricted common stock, on such terms and subject to such conditions as determined by the Compensation Committee (which shares of restricted common stock were granted effective December 22, 2025), (iii) thereafter, a grant of shares of restricted common stock with respect to a number of shares equal in value (determined using the fair value as of the date of grant) to $190,000. The Independent Directors will be entitled to additional annual cash compensation for service on committees of the board of directors, as follows: Audit Committee members will receive $10,000 and the chair will receive $20,000; Compensation Committee members will receive $7,500 and the chair will receive $15,000; and Nominating and Corporate Governance Committee members will receive $5,000 and the chair will receive $10,000. The Independent Directors’ committee service is as follows: ● Mr. Ensey: Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee (Chair) ● Dr. Evans: Audit Committee, Compensation Committee (Chair), Nominating and Corporate Governance Committee ● Mr. Moe: Audit Committee (Chair), Compensation Committee, Nominating and Corporate Governance Committee Prior Director Compensation Arrangements Cash Compensation: Each former non-employee director (Mr. Paul Dickman, Mr. Robert Haag, and Ms. Joanna Massey, collectively, the “Prior Directors”) was entitled to receive a cash retainer of $2,500 per month, which included payment for board of directors service and for acting as chair on one committee (as noted below). Equity Awards: The Prior Directors were previously granted the Prior Director Options, as reflected in Non-Employee Director Compensation Table and as further described in Footnote 9 thereto. Each of the Prior Directors terminated their service with the Company effective December 15, 2025. Other Benefits: Directors are eligible for coverage under the Company’s directors’ and officers’ insurance coverage policy, and for reimbursement of reasonable, pre-qualified business expenses incurred in the performance of their duties. The Company does not currently offer pension, deferred compensation, or other perquisites to independent directors beyond standard expense reimbursement. Clawback and Recovery Policy. All equity awards (including the Steele Option, the Dietrich Option, the Prior Director Options, the Ensey Restricted Grant, the Scott Restricted Stock Grant, and the New Director Restricted Grants) are subject to the Company’s clawback policy, in accordance with applicable SEC rules and exchange listing standards, including the Dodd-Frank Act requirements. No clawback or recovery was applied in fiscal 2025. - 71 - Disclosure of the Company’s policies and practices related to the grant of certain equity awards close in time to the release of material nonpublic information. The Company does not have a written policy in place regarding the timing of the grant and issuance of stock options in relation to the release of material non-public information. Historically, the Company has granted stock option awards on an annual basis and as may otherwise be deemed appropriate by our board of directors or compensation committee from time to time based on the facts and circumstances, as applicable. The Company has not intentionally timed the grant of stock options in anticipation of the release of material nonpublic information, nor have we intentionally timed the release of material nonpublic information based on stock option grant dates. During fiscal year 2025, the Company did not grant stock options (or similar awards) to any of our named executive officers during the period beginning four business days before and ending one business day after the filing of any Company periodic report on Form 10-Q or Form 10-K, or the filing or furnishing of any Company Form 8-K that disclosed any material non-public information. Our Equity Incentive Plans The Company maintains three equity incentive plans: the 2024 Equity Incentive Plan (the “2024 Plan”), the 2025 Equity Incentive Plan (the “2025 Plan”), and the 2025 Omnibus Equity Incentive Plan (the “Omnibus Plan”). Each plan was approved by the board of directors of Directors and the Company’s shareholders. The plans are designed to attract and retain employees, directors, and consultants by providing equity-based compensation that aligns the interests of plan participants with those of the Company’s shareholders. As of December 31, 2025, a total of 7,000,000 shares of common stock were authorized for issuance across the three plans, of which 1,812,425 shares were subject to outstanding awards and 5,187,575 shares remained available for future issuance. As of December 31, 2025, grants are no longer permitted to be made under the 2024 Plan and the 2025 Plan. Plan Details The following table and information below sets forth information as of December 31, 2025 with respect to our Plans: Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) Weighted- average exercise price of outstanding options, warrants and rights (b) (2)(4) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a) (c)) 2024 Equity Incentive Plan (1) 1,314,447 $ 4.92 - 2025 Equity Incentive plan (3) 150,000 - - 2025 Omnibus Equity Incentive Plan(5) 1,812,425 - 5,187,575 Total 3,276,872 $ 4.92 5,187,575 (1) The 2024 Plan was adopted by the board of directors and approved by the Company’s shareholders. The 2024 Plan authorized the issuance of up to 2,000,000 shares. As of December 31, 2025, 1,314,447 shares were subject to outstanding awards under the 2024 Plan. Remaining shares previously reserved for issuance under the 2024 Plan are no longer available for future issuance, effective as of the effective date of the Omnibus Plan. (2) The weighted-average exercise price relates only to outstanding stock options. It does not take into account shares subject to outstanding restricted stock awards or restricted stock units, which have no exercise price. (3) The 2025 Plan was adopted by the board of directors and approved by the Company’s shareholders. The 2025 Plan authorized the issuance of up to 2,000,000 shares. As of December 31, 150,000 shares were subject to outstanding awards under the 2025 Plan. Remaining shares previously reserved for issuance under the 2025 Plan are no longer available for future issuance, effective as of the effective date of the Omnibus Plan. (4) No options or SARs have been granted under the 2025 Plan or the Omnibus Plan; all outstanding awards are restricted stock or restricted stock units with no exercise price. (5) The Omnibus Plan became effective on December 8, 2025, and was adopted by the board of directors and approved by the Company’s shareholders. The Omnibus Plan authorizes the issuance of up to 7,000,000 shares and provides for grants of stock options, share appreciation rights, restricted shares, restricted share units, and other share-based awards. As of December 31, 2025, 1,812,425 shares were subject to outstanding awards under the plan and 5,187,575 shares remained available for future issuance. - 72 - Summary of the Plans Equity-based awards are a variable element of compensation that allows us to reward our NEOs for their sustained contributions to the Company. Equity awards reward performance and continued employment by a NEO, with associated benefits to the Company of attracting and retaining employees. We believe that equity-based compensation, including but not limited to stock options and restricted stock, will provide NEOs with a strong link to long-term corporate performance and the creation of shareholder value. Prior Plans The Company previously approved the 2024 Plan and the 2025 Plan, pursuant to which, in each case, 2,000,000 shares of our common stock were previously reserved for issuance (together, the “Prior Plans”). Effective as of the effective date of the Omnibus Plan, (i) any awards made under the Prior Plans shall continue to be governed by the terms, conditions and procedures set forth in the Prior Plan and any applicable award Agreement, and (ii) no further awards shall be made under the Prior Plans. As of December 31, 2025, 1,314,447 shares remain outstanding pursuant to awards issued under the 2024 Plan and 150,000 shares remain outstanding pursuant to awards issued under the 2025 Plan. The Prior Plans will terminate, in each case, ten years after the earlier of (i) the date that such Prior Plan was adopted by the board of directors, or (ii) the date that such Prior Plan was approved by the shareholders, and awards issued under each of the Prior Plans shall expire as provided in the award agreement with respect thereto. 2025 Omnibus Equity Incentive Plan The Omnibus Plan became effective on December 8, 2025 (the “Omnibus Effective Date”). The Company believes that the effective use of long-term, stock-based incentive compensation is integral to the Company’s success and is vital to its ability to achieve strong performance in the future. Awards under the Omnibus Plan are intended to align the interests of our executives with those of our shareholders, enhance the personal stake of executive officers in the growth and success of the Company, and provide for the executive officers’ continued service at the Company, and provide an opportunity for executives to increase their stock ownership levels. There are 7,000,000 shares of common stock authorized for issuance under the Omnibus Plan, of which 5,187,575 shares remained available for future issuance as of December 31, 2025. The Omnibus Plan will terminate on the tenth anniversary of the Effective Date (as defined therein), unless earlier terminated by the plan administrator. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder matters Security Ownership of Certain Beneficial Owners and Management The following table lists, as of April 13, 2026 the number of shares of common stock beneficially owned by: (i) each of our Named Executive Officers; (ii) each of our directors; (iii) all executive officers and directors as a group; and (iv) each person, entity or group (as that term is used in Section 13(d)(3) of the Exchange Act) known to the Company to be the beneficial owner of more than 5% of the outstanding common stock. - 73 - Information relating to beneficial ownership of common stock by our principal shareholders and management is based upon information furnished by each person using “beneficial ownership” concepts under the rules of the Commission. Under these rules, a person is deemed to be a beneficial owner of a security if that person directly or indirectly has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to dispose or direct the disposition of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days of April 13, 2026. Under the Commission rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary interest. The calculations of the applicable percentage of beneficial ownership are based on 36,208,403 shares of common stock issued and outstanding. Except as otherwise indicated, all shares are owned directly. Except as otherwise indicated, the persons named in the table below have sole voting and investment power with respect to all shares beneficially owned, subject to community property laws, where applicable. Name and Address of Beneficial Owner (1) Number of Shares of Common Stock % Common Stock Beneficially Owned Executive Officers and Directors Parker Scott 3,000,000 8.29 % Robert Steele (2) 857,813 2.35 % Christopher Ensey 253,550 * Allan Evans 153,550 * Christopher R. Moe 103,550 * Total Officers and Directors as a Group (5) 4,368,463 11.98 % * Represents ownership of less than 1%. (1) Unless otherwise indicated, the business address of each of the individuals is 470 W 200 N STE 18 Salt Lake City, UT 84103. (2) Consists of (i) 600,000 shares of common stock and (ii) 257,813 shares of common stock issuable upon exercise of outstanding options. Excludes 242,188 shares of common stock issuable upon exercise of outstanding options. Item 13. Certain relationships and related transactions, and director independence Except as set forth below, from January 1, 2024 through the date of this Annual Report, we have not been a party to any transaction or proposed transaction in which the amount involved in the transaction exceeds the lesser of $120,000 or 1% of the average of our total assets at year-end for the last two completed fiscal years, and in which any of our directors, executive officers or, to our knowledge, beneficial owners of more than 5% of our capital stock or any member of the immediate family of any of the foregoing persons had or will have a direct or indirect material interest, other than equity and other compensation which are described elsewhere in this Annual Report. - 74 - Robert Haag IRTH Communications, LLC On November 20, 2025, the Company (then operating as Thumzup Media Corporation) entered into a Services Agreement (the “Original IRTH Agreement”) with IRTH Communications, LLC (“IRTH”) pursuant to which IRTH agreed to provide investor relations, public relations, financial communications and strategic consulting services to the Company. The Original IRTH Agreement had an initial term of three months, with automatic renewal for successive three-month periods unless terminated upon 30 days’ written notice. Under the Original IRTH Agreement, the Company agreed to pay IRTH a non-refundable fixed fee of $30,000 per month, payable quarterly in advance in installments of $90,000, plus a $10,000 refundable deposit. During the year ended December 31, 2025, the Company paid IRTH an aggregate of $105,000, consisting of $90,000 under the quarterly fixed fee provision of the Original IRTH Agreement and $15,000 for an institutional, broker and professional investor outreach program. As of December 31, 2025, there were no amounts payable to or receivable from IRTH. On February 20, 2026, the Company and IRTH entered into Amendment No. 1 to the Services Agreement (the “Amendment”), pursuant to which: (i) Datacentrex, Inc., as successor-in-interest to Thumzup Media Corporation following the Merger, formally assumed all rights and obligations under the Original IRTH Agreement; (ii) the term was extended for a fixed period of six months, commencing February 20, 2026 and expiring August 20, 2026, with no automatic renewal; (iii) the monthly cash fee was reduced from $30,000 to $15,000, payable monthly in advance; and (iv) the Company granted IRTH 60,000 stock options with an exercise price of $2.00 per share, fully vested upon grant, issued under the Company’s 2025 Omnibus Equity Incentive Plan. IRTH is owned and controlled by Robert Haag. Mr. Haag served as a member of the Company’s board of directors until his resignation effective October 4, 2025. Although Mr. Haag was no longer a director at the time the Original IRTH Agreement was executed, he served as a director during the fiscal year ended December 31, 2025 and, accordingly, the transaction is disclosed as a related party transaction pursuant to Item 404(a) of Regulation S-K. Joanna Massey Joanna Massey served as a member of the Company’s board of directors until her resignation effective December 15, 2025, in connection with the Merger. Isaac Dietrich Isaac Dietrich served as the Company’s Chief Financial Officer and as a member of the board of directors until his resignation from both positions effective December 15, 2025, in connection with the Merger. Director Independence The board of directors has determined that each of Allan L. Evans, Christopher Moe, and Chris Ensey qualifies as an independent director under the rules and regulations of The Nasdaq Stock Market LLC. Parker Scott, the Company’s Chief Executive Officer and Chairman, and Robert Steele, the Company’s Chief Financial Officer, are not considered independent due to their roles as executive officers of the Company. Item 14. Principal accounting fees and services Audit Fees The following table sets forth the fees billed to us by Haynie & Company, our independent registered public accounting firm for professional services rendered for the fiscal years ended December 31, 2025 and December 31, 2024. Services 2025 2024 Audit fees (1) $ 121,734 $ 70,000 Audit related fees (2) 83,553 - Tax fees (3) - - All other fees (4) 21,000 - Total fees $ 226,287 $ 70,000 (1) Audit fees consist of fees for professional services rendered for the audit of our annual financial statements. - 75 - (2) Audit-related fees consist of fees billed for professional services that are reasonably related to the performance of the audit or review of our financial statements but are not reported under “Audit fees.” (3) Tax fees consist of fees billed for professional services relating to tax compliance, tax planning and tax advice. (4) All other fees consist of fees billed for services not associated with audit or tax. Audit Committee’s Pre-Approval Practice Prior to our engagement of our independent auditor, such engagement was approved by our board of directors. The services provided under this engagement may include audit services, audit-related services, tax services and other services. Pre-approval is generally provided for up to one year and any pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget. Pursuant our requirements, the independent auditors and management are required to report to our board of directors at least quarterly regarding the extent of services provided by the independent auditors in accordance with this pre-approval, and the fees for the services performed to date. Our board of directors may also pre-approve particular services on a case-by-case basis. All audit-related fees, tax fees and other fees incurred by us were approved by our board of directors. Pre-Approval of Audit and Permissible Non-Audit Services In accordance with Sarbanes-Oxley, our audit committee charter requires the audit committee to pre-approve all audit and permitted non-audit services provided by our independent registered public accounting firm, including the review and approval in advance of our independent registered public accounting firm’s annual engagement letter and the proposed fees contained therein. The audit committee has the ability to delegate the authority to pre-approve non-audit services to one or more designated members of the audit committee. If such authority is delegated, such delegated members of the audit committee must report to the full audit committee at the next audit committee meeting all items pre-approved by such delegated members. In the fiscal years ended December 31, 2025 and 2024, all of the services performed by our independent registered public accounting firm were pre-approved by the audit committee. Part IV Item 15. exhibits, financial statement schedules (a) The following documents are filed as part of this report: (1) Financial Statements: Report of Independent Registered Public Accounting Firm (PCAOB ID: 457 ) F-1 Consolidated Balance Sheet as of December 2025 F-2 Consolidated Statement of Operations and Comprehensive Loss for the year ended December 31, 2025 F-3 Consolidated Statement of Changes in Stockholders’ Equity for the year ended December 31, 2025 F-4 Consolidated Statement of Cash Flows for the year ended December 31, 2025 and 2024 F-5 Notes to Consolidated Financial Statements F-6 The consolidated financial statements required by this Item are included beginning at page F-1. (1) Financial Statement Schedules: All financial statement schedules have been omitted because they are not applicable, not required or the information required is shown in the consolidated financial statements or the notes thereto. - 76 - Exhibit Number Description 2.1 Agreement and Plan of Merger, dated as of August 19, 2025, by and among Thumzup Media Corporation, TZUP Merger Sub., Inc. and Dogehash Technologies, Inc. (incorporated by reference to Exhibit 2.1 to Company’s Current Report on Form 8-K filed with the SEC on August 22, 2025). 3.1 Articles of Incorporation, filed on October 27, 2020, as amended (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1 dated October 9, 2024). 3.2 Certificate of Amendment to the Articles of Incorporation, filed on November 4, 2022 (incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-1 filed with the SEC on October 9, 2024). 3.3 Certificate of Amendment to Amended and Restated Articles of Incorporation dated December 15, 2025 (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed with the SEC on December 15, 2025). 3.4 Amended and Restated Bylaws (incorporated by reference to Exhibit 3.3 to the Company’s Registration Statement on Form S-1 filed with the SEC on October 9, 2024). 3.5 Amendment to Amended and Restated Bylaws of Thumzup Media Corporation (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 21, 2025). 3.6 Form of Withdrawal of Designation of Series B Convertible Preferred Stock, dated July 18, 2025 (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed with the SEC on July 21, 2025). 3.7 Amended and Restated Certificate of Designation of Rights, Powers, Preferences, Privileges and Restrictions of Series A Preferred Convertible Voting Stock (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 27, 2022). 3.8 Certificate of Designation, Preferences, Rights and Limitations of Series C Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 23, 2025). 3.9 Amendment to the Certificate of Designation, Preferences, Rights and Limitations of Series C Convertible Preferred Stock dated June 30, 2025 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 7, 2025). 3.10 Form of Withdrawal of Designation of Series C Convertible Preferred Stock, dated September 12, 2025 (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed with the SEC on September 12, 2025). 3.11 Certificate of Correction, dated December 4, 2025, to the Amended and Restated Certificate of Designation of Rights, Powers, Preferences, Privileges and Restrictions of Series A Preferred Convertible Voting Stock (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 5, 2025). 3.12 Articles of Merger, effective December 15, 2025 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 15, 2025). 3.13 Certificate of Amendment to Amended and Restated Articles of Incorporation dated December 15, 2025 (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed with the SEC on December 15, 2025). 3.14 Certificate of Designation of Preferences, Rights and Limitations of Series D Convertible Preferred Stock, dated December 15, 2025 (incorporated by reference to Exhibit 3.3 to the Company’s Current Report on Form 8-K filed with the SEC on December 15, 2025). 4.1 Specimen Common Stock Certificate of the Registrant (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-1/A filed with the SEC on June 10, 2021). 4.2 Form of Representative Warrant issued to Dawson James Securities, Inc. (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-1/A filed with the SEC on July 26, 2024). 4.3 Articles of Merger, effective December 15, 2025 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 15, 2025). 4.4 Certificate of Designation of Preferences, Rights and Limitations of Series D Convertible Preferred Stock, dated December 15, 2025 (incorporated by reference to Exhibit 3.3 to the Company’s Current Report on Form 8-K filed with the SEC on December 15, 2025). 4.5 Placement Agent Warrant (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 7, 2025). - 77 - 4.6 Form of Placement Agent Warrant (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 12, 2025). 4.7 Certificate of Correction, dated December 4, 2025, to the Amended and Restated Certificate of Designation of Rights, Powers, Preferences, Privileges and Restrictions of Series A Preferred Convertible Voting Stock (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 5, 2025). 4.8 Form of Pre-Funded Warrant (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 31, 2026). 4.9 Form of Placement Agent Warrant (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on March 31, 2026). 4.10* Description of the Registrant’s Securities 10.1+ Executive Employment Agreement by and between the Company and Robert Steele dated May 13, 2024 (incorporated by reference to Exhibit 10.10 to the Company’s Registration Statement on Form S-1 filed with the SEC on May 30, 2024). 10.2+ Executive Employment Agreement by and between the Company and Isaac Dietrich, dated May 21, 2024 (incorporated by reference to Exhibit 10.11 to the Company’s Registration Statement on Form S-1 filed with the SEC on May 30, 2024). 10.3+ 2024 Equity Incentive Plan (incorporated by reference to Exhibit 10.12 to the Company’s Registration Statement on Form S-1/A filed with the SEC on July 11, 2024). 10.4+ Amendment No. 1 to 2024 Equity Incentive Plan (incorporated by reference to Exhibit 10.14 to the Company’s Registration Statement on Form S-1/A filed with the SEC on August 26, 2024). 10.5 Master Loan Agreement, dated as of May 12, 2025, by and among the Company, Coinbase Credit, Inc. and Coinbase Inc. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 13, 2025). 10.6+ Thumzup Media Corporation 2025 Equity Incentive Plan (incorporated by reference to Exhibit A to the Company’s Information Statement on Schedule 14C filed with the Commission on May 12, 2025, as amended) 10.7 Placement Agency Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 7, 2025). 10.8 Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on July 7, 2025). 10.9+ Form of Restricted Stock Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 6, 2025). 10.10 Placement Agency Agreement by and between the Company and Dominari Securities LLC dated August 11, 2025 (incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 12, 2025). 10.11 Financial Advisory Agreement by and between the Company and American Ventures LLC, Series XVIII DOGE TREAS dated August 12, 2025 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 12, 2025). 10.12 Note issued on September 24, 2025 by Dogehash Technologies, Inc. and USDE Acquisition, Inc. in favor of the Company (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 30, 2025). 10.13 Security Agreement dated September 24, 2025 by and among the Company, Dogehash Technologies, Inc. and USDE Acquisition, Inc. (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on September 30, 2025). 10.14 Subordination Agreement dated September 24, 2025 by and among the Company, the Secured Lender and Dogehash Technologies, Inc. and USDE Acquisition, Inc. (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on September 30, 2025). 10.15+ Employment Agreement by and between the Company and Parker Scott dated December 29, 2025 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 2, 2026). - 78 - 10.16+ Form of Independent Director Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on January 2, 2026). 10.17 Form of USDE Lockup Agreement (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on January 2, 2026). 10.18 Form of Founders Lockup Agreement (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the SEC on January 2, 2026). 10.19+ 2025 Omnibus Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement on Form S-8 filed with the SEC on March 11, 2026). 10.20 Placement Agency Agreement by and between the Company and Dominari Securities LLC dated March 26, 2026 (incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 31, 2026). 19.1* Insider Trading Policy 21.1* Subsidiaries of Registrant 23.1* Consent of Haynie & Company, Independent Registered Public Accounting Firm 31.1* Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2* Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1* Certification of the Chief Executive Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2* Certification of the Chief Financial Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 97.1 Compensation Recovery Policy (incorporated by reference to Exhibit 99.4 to the Company’s Registration Statement on Form S-1/A filed with the SEC on May 30, 2024). 101.INS* Inline XBRL Instance Document 101.SCH* Inline XBRL Taxonomy Extension Schema Document 101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document 104* Cover Page Interactive Data File (embedded within the Inline XBRL document) * Filed herewith. + Denotes a management contract or compensatory plan. ITEM 16. FORM 10-K SUMMARY None. - 79 - SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. DATACENTREX, INC. Date: April 13, 2026 By: /s/ Parker Scott Name: Parker Scott Title: President and Chief Executive Officer (Principal Executive Officer) Date: April 13, 2026 By: /s/ Robert Steele Name: Robert Steele Title: Chief Financial Officer (Principal Financial Officer) POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Parker Scott as his attorney-in-fact, with full power of substitution and resubstitution, for him in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Name Position Date /s/ Parker Scott Chief Executive Officer and Chairman April 13, 2026 Parker Scott (Principal Executive Officer) /s/ Robert Steele Chief Financial Officer April 13, 2026 Robert Steele (Principal Financial Officer) /s/ Christopher Ensey Director April 13, 2026 Christopher Ensey /s/ Allan Evans Director April 13, 2026 Allan Evans /s/ Christopher R. Moe Director April 13, 2026 Christopher R. Moe - 80 - Report of Independent Registered Public Accounting Firm To the Board of Directors and Stockholders of Datacentrex, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheet of Datacentrex, Inc. (the Company) as of December 31, 2025, and the related consolidated statements of operations, changes in stockholders’ equity, and cash flows for the year then ended, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion. /s/ Haynie Haynie Salt Lake City, UT April 13, 2026 We have served as the Company’s auditor since 2025. F- 1 DATACENTREX, INC. CONSOLIDATED BALANCE SHEETS December 31, 2025 ASSETS Current assets: Cash and cash equivalents $ 38,919,486 Digital assets, at fair value 4,430,202 Prepaid expenses 468,817 Total current assets 43,818,505 Equipment, net 18,537,452 Capitalized software costs, net 264,193 Deposits for equipment 3,600,100 Other assets 621,660 Total assets $ 66,841,910 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable and accrued expenses $ 594,658 Total current liabilities 594,658 Stockholders’ equity: Preferred stock - Series A, $ 0.001 par value, $ 45.00 stated value, 1,000,000 shares authorized; 158,420 shares issued and outstanding 158 Preferred stock - Series D, $ 0.001 par value, $ 4.34 stated value, 1,000,000 shares authorized; 16,210 shares issued and outstanding 16 Preferred stock value 16 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. 30,375 Treasury stock, at cost – 59,191 shares ( 274,231 ) Additional paid in capital 74,993,819 Accumulated deficit ( 8,502,885 ) Total stockholders’ equity 66,247,252 Total liabilities and stockholders’ equity $ 66,841,910 The accompanying notes are an integral part of these consolidated financial statements. F- 2 DATACENTREX, INC. CONSOLIDATED STATEMENTS OF OPERATIONS For the Year ended December 31, 2025 Revenues $ 6,963,477 Cost of revenue 3,559,564 Gross profit 3,403,913 Operating Expenses: General and administrative expenses 2,428,909 Depreciation and amortization 7,503,386 Stock based compensation 1,389,989 Total Operating Expenses 11,322,284 Loss From Operations ( 7,918,371 ) Other Income (Expense): Net realized and unrealized losses, digital assets ( 443,696 ) Interest expense, net ( 140,818 ) Total Other Income (Expense) ( 584,514 ) Net Loss Before Income Taxes ( 8,502,885 ) Provision for Income Taxes (Benefit) - Net Loss ( 8,502,885 ) Net Loss Per Common Share: Basic $ ( 0.46 ) Diluted $ ( 0.46 ) Weighted Average Common Shares Outstanding: Basic 18,345,206 Diluted 18,345,206 The accompanying notes are an integral part of these consolidated financial statements. F- 3 DATACENTREX INC CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY FOR YEAR ENDED DECEMBER 31, 2025 Shares Shares Value Shares Shares Value Units Value Units Value Shares Shares Value Treasury stock Paid -In Capital Accumulated Deficit Members’ Equity Preferred stock Series A Series D Class A-1 Units Class A-2 Units Common Stock Additional Total Shares Shares Value Shares Shares Value Units Value Units Value Shares Shares Value Treasury stock Paid -In Capital Accumulated Deficit Members’ Equity BALANCE — January 13, 2025 - - $ - - - - $ - - $ - $ - $ - Balance - - $ - - - - $ - - $ - $ - $ - Issuance of Class A-1 Units 11,215,625 17,945,000 17,945,000 Issuance of Class A-2 Units net of issuance costs and escrow fees 5,794,556 10,422,402 10,422,402 Effect of reverses recapitalization 158,420 158 16,210 16 ( 11,215,625 ) ( 17,945,000 ) ( 5,794,556 ) ( 10,422,402 ) 30,375,530 30,375 73,603,830 - 45,266,977 Stock based compensation - - 1,389,989 - 1,389,989 Treasury stock repurchase ( 274,231 ) ( 274,231 ) Net loss - - - - - ( 8,502,885 ) ( 8,502,885 ) BALANCE — December 31, 2025 158,420 $ 158 16,210 $ 16 - - - - 30,375,530 $ 30,375 $ ( 274,321 ) $ 74,993,819 $ ( 8,502,885 ) $ 66,247,252 Balance 158,420 $ 158 16,210 $ 16 - - - - 30,375,530 $ 30,375 $ ( 274,321 ) $ 74,993,819 $ ( 8,502,885 ) $ 66,247,252 The accompanying notes are an integral part of these consolidated financial statements. F- 4 DATACENTREX, INC CONSOLIDATED STATEMENTS OF CASHFLOWS For The Year Ended December 31, 2025 Cash flows from operating activities: Net loss $ ( 8,502,885 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization expense 7,503,386 Stock based compensation 1,389,989 Digital asset mining revenue ( 6,963,477 ) Net unrealized and realized loss on digital assets 443,696 Loss on sale of equipment 395 Changes in operating assets and liabilities: Prepaid expense ( 198,707 ) Other assets ( 621,660 ) Accounts payable and accrued expenses 501,789 Net cash used in operating activities ( 6,447,474 ) Cash flows from investing activities: Purchase of equipment ( 25,938,181 ) Proceeds from sale of equipment 29,990 Payments for deposits on equipment ( 3,600,100 ) Proceeds from sale of digital assets 4,641,776 Net cash used in investing activities ( 24,866,515 ) Cash flows from financing activities: Proceeds long term debt, net of discount 8,550,000 Repayments of long term debt ( 8,550,000 ) Cash acquired in reverse recapitalization 42,140,304 Repurchase of treasury stock ( 274,231 ) Proceeds from issuance of Class A-1 Units 17,945,000 Proceeds from issuance of Class A-2 Units, net of costs 10,422,402 Net cash provided by financing activities 70,233,475 Net increase in cash 38,919,486 Cash, beginning of period - Cash, end of period $ 38,919,486 Supplemental disclosures of cash flow information: Cash paid during period for interest $ 370,744 Supplemental disclosures of non-cash financing activities: Assets acquired in connection with the reverse recapitalization $ 3,096,991 Other liabilities assumed in connection with the reverse recapitalization $ ( 127,612 ) The accompanying notes are an integral part of these consolidated financial statements. F- 5 Datacentrex, Inc. Notes to the Consolidated Financial Statements December 31, 2025 Note 1 - Business Organization and Nature of Operations Datacentrex (“DTCX” or the “Company”), formerly Thumzup Media Corporation (“Thumzup” or “TZUP”) was incorporated on October 27, 2020, under the laws of the State of Nevada, and its headquarters is located in Los Angeles, California. In December 2025, The Company completed a merger with Dogehash Technologies Inc (“Dogehash”) which was accounted for a reverse recapitalization as described in Note 2. Thumzup’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’s 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 (“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. Dogehash is a digital asset mining company focused on mining Dogecoins (“DOGE”) and other Litecoins (“LTC”). The Company was incorporated in the state of Nevada in July 2025. The Company acquired, through an asset purchase agreement effective July 25, 2025, US Data and Energy, LLC who commenced operations in January 2025 and is the historical operating entity included in these financial statements. Note 2 – Reverse Recapitalization On August 18, 2025 (the “Agreement Date”), Thumzup Media Corporation (“Thumzup”), through its wholly owned subsidiary TZUP Merger Sub, Inc., entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Dogehash Technologies Inc. (“DTCX”). Under the terms of the Merger Agreement, TZUP Merger Sub, Inc. merged with and into DTCX, with DTCX surviving as the post-merger entity. In exchange, Thumzup agreed to issue 30.075 million shares of Thumzup common stock as consideration for 100 % of the outstanding shares of DTCX as of the Agreement Date. On December 8, 2025, the shareholders of Thumzup approved the merger. The transaction closed on December 15, 2025 (the “Effective Date”), upon completion of all required regulatory filings and the receipt of NASDAQ approval. At the Effective Date, Thumzup issued 13,835,188 shares of common stock and 16,239.812 shares of Series D convertible preferred stock as consideration for the acquisition of all remaining outstanding DTCX common shares. On December 15, 2025, Thumzup and DTCX completed a reverse recapitalization (the “Transaction”). For accounting purposes, the Transaction was treated as a reverse recapitalization in accordance with ASC 805-40, Reverse Acquisitions, with Dogehash Technologies Inc. identified as the accounting acquirer and Thumzup identified as the legal acquirer. The consolidated financial statements reflect the historical financial statements of Dogehash, as Dogehash is considered the continuing reporting entity for accounting purposes. Thumzup’s assets, liabilities, and results of operations are included in the consolidated financial statements only from the Effective Date forward. Thumzup’s historical financial statements are not included for periods prior to the Transaction because such information represents the operations of the legal acquirer, not the accounting acquirer. Because the accounting acquirer, Dogehash, was incorporated in fiscal year 2025 and did not have historical operations, it did not prepare stand-alone financial statements prior to the Transaction, the Company is presenting only current-period information in these consolidated financial statements. No comparative period or prior-year financial information is presented. Accordingly, the consolidated financial statements include: The assets, liabilities, and operations of Dogehash for the period presented; the assets and liabilities of Thumzup recognized as of the Effective Date, recorded at historical cost, consistent with the accounting requirements of a reverse recapitalization (no goodwill or intangible assets are recognized); and the results of operations of Thumzup from December 15, 2025 through the end of the reporting period. Accordingly, transactions completed by Thumzup are presented for the period from December 15, 2025 through December 31, 2025, while the results for the year ended December 31, 2025 reflect the accounting acquirer’s operations All share and per-share amounts presented in these consolidated financial statements have been retroactively adjusted, as applicable, to reflect the equity structure of Thumzup, the legal acquirer and surviving publicly traded entity, in accordance with reverse recapitalization accounting. F- 6 Note 3 – Summary of Significant Accounting Policies Basis of Presentation and Consolidation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). The Company’s financial statements have been prepared on a consolidated basis and as of December 31, 2025 and for the year ended December 31, 2025 include the consolidated accounts of the Company. All significant intercompany accounts and transactions have been eliminated in the consolidated financial statements herein. Use of Estimates The Company prepares its financial statements in accordance with U.S. GAAP, which requires management to use its judgment to make estimates and assumptions that affect the reported amounts of assets and liabilities and related disclosures at the date of the financial statements and the reported amounts of expenses during the reported period. These assumptions and estimates could have a material effect on the financial statements. Actual results may differ materially from those estimates. The Company’s management periodically reviews estimates on an ongoing basis based on information currently available, and changes in facts and circumstances may cause the Company to revise these estimates. Significant estimates include estimates used in the accounting for digital assets, revenue recognition, useful lives of equipment and the evaluation allowance related to deferred tax assets. Actual results may differ from these estimates. Fair Value Measurement As defined in GAAP, fair value represents the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As a result, fair value is a market-based approach that should be determined based on assumptions that market participants would use in pricing an asset or a liability. As a basis for considering these assumptions, GAAP defines a three-tier value hierarchy that prioritizes the inputs used in the valuation methodologies in measuring fair value. Level 1 - Quoted prices in active markets for identical assets or liabilities. Level 2 - Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Cash and Cash Equivalents Cash and cash equivalents include all cash on hand, demand deposits and short-term investments with original maturities of three months or less when purchased. As of December 31, 2025, the Company’s cash and cash equivalents consisted of $ 38,919,486 , respectively. The Company maintains its cash in banks insured by the Federal Deposit Insurance Corporation (“FDIC”) in accounts that at times may be in excess of the federally insured limit of $ 250,000 per bank. The Company minimizes this risk by placing its cash deposits with major financial institutions. At December 31, 2025, the uninsured balances amounted to $ 37,914,117 . There is a risk the Company may lose uninsured balances over the FDIC insurance limit. The Company has not experienced any such losses. Digital Assets The Company holds digital assets classified as indefinite-lived intangible assets in accordance with Accounting Standard Update (“ASU”) 2023-08, “Accounting for and Disclosure of Crypto Assets.” These crypto assets are measured at fair value on a recurring basis. As part of its scope assessment, the Company evaluated all digital assets held during the years ended December 31, 2025, to determine whether they meet the criteria for recognition under ASU 2023-08. Based on this assessment, the Company concluded that its holdings of Bitcoin, Dogecoin and other Litecoins are in-scope digital assets. These assets are actively traded, held in custodial arrangements with enforceable rights, and used in operations or treasury activities. Further, the Company noted there are no digital assets that are not actively used, lack enforceable ownership rights, or are immaterial in value during the year ended December 31, 2025. F- 7 The Company determines the fair value of its in-scope digital assets using the market approach, primarily based on observable market prices in active exchanges. The valuation process considers relevant inputs such as exchange prices of similar digital assets, liquidity, and market depth. The fair value measurements are classified within Level 1 of the fair value hierarchy, as the inputs are quoted prices in active markets for identical assets. As of December 31, 2025, the Company’s digital assets are recorded at a fair value of $ 4,430,202 . During the year ended December 31, 2025, the Company recognized a net unrealized and realized loss of $ 443,696 in the consolidated statements of operations and related to changes in fair value of digital assets. The Company continuously evaluates the fair value of its digital assets, considering market conditions and other factors that may impact valuation. There were no significant changes in the valuation techniques or inputs used during the reporting period. Impairment of long-lived assets Management reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to undiscounted future cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. There we no impairment recognized during the year ended or as of December 31, 2025. Prepaid Expenses and Other Assets As of December 31, 2025, the Company had $ 468,817 of prepaid expenses which primarily consisted of premiums on insurance policies and prepaid power charges associated with its locations. As of December 31, 2025, the Company had $ 621,660 of other assets which primarily consisted of hosting deposits for its colocation locations. See Note 7 for further details on the Company’s colocation arrangements. Equipment Equipment, which consists of mining and computer equipment, is recorded at cost and depreciated using the straight-line method over the estimated useful lives. Ordinary repair and maintenance costs are included in general and administrative expenses on our statement of operations. However, expenditures for additions or improvements that significantly extend the useful life of the asset are capitalized in the period incurred. At the time assets are sold or disposed of, the cost and accumulated depreciation are removed from their respective accounts and the related gains or losses are reflected in the consolidated statements of operations in gains from sales of property and equipment, net. The estimated useful life for mining equipment and computer equipment is 2 two and three years , respectfully. The Company evaluates the appropriateness of remaining depreciable lives assigned to computer equipment at the end of each fiscal year. Capitalized Software Costs The Company capitalizes certain costs related to the development and enhancement of the Thumzup platform. In accordance with authoritative guidance, including ASC 350-40, we began to capitalize these costs when the technological feasibility was established and preliminary development efforts were successfully completed, management has authorized and committed project funding, and it was probable that the project would be completed and the software would be used as intended. Such costs are amortized when placed in service, on a straight-line basis over the estimated useful life of the related asset, generally estimated to be three years. Costs incurred prior to meeting these criteria together with costs incurred for training and maintenance are expensed as incurred and recorded in product development expenses on our consolidated statements of operations. Costs incurred for enhancements that were expected to result in additional features or functionality that would generate additional revenue are capitalized and expensed over the estimated useful life of the enhancements, generally three years. The Company does not capitalize any testing or maintenance costs. The accounting for these capitalized software costs requires the Company to make significant judgments, assumptions and estimates related to the timing and amount of recognized capitalized software development costs. The Company evaluates its capitalized software costs for impairment annually, at year-end. As of December 31, 2025, the Company determined no impairment of its capitalized software costs was warranted. F- 8 Revenue Recognition The Company engages in digital asset mining utilizing the Scrypt hashing algorithm which falls outside of ASC 606, Revenue from Contracts with Customers. The Company engages in the mining of digital assets, primarily utilizing the Scrypt hashing algorithm, such as Litecoin (LTC) and Dogecoin (DOGE). Scrypt is a cryptographic proof-of-work algorithm designed to be computationally and memory intensive, offering an alternative to the SHA-256 algorithm used in Bitcoin mining. Scrypt mining involves solving complex mathematical problems that require both processing power and memory bandwidth. This algorithm supports the security and integrity of blockchain networks by making it economically impractical to manipulate transaction data. The Company utilizes specialized mining equipment optimized for the Scrypt algorithm to maximize efficiency and output. The Company participates in merged mining of Litecoin and Dogecoin, leveraging the Scrypt algorithm to simultaneously validate blocks on both blockchain networks. Under Scrypt mining, there is no contract with a customer as the mining rewards area granted by the decentralized blockchain protocol and not a party entering into a contractual agreement. Therefore, Revenue is recognized when control of the mined digital assets is obtained and transferred to a digital wallet, measured at the fair market value of the assets at the time of receipt. Fair value is based on a principal or most advantageous market, using observable market prices from reputable exchanges. Cost of Revenue The Company’s cost of revenue consists primarily of direct production costs related to mining operations, including electricity costs, and other relevant costs paid to our hosting facilities in accordance with the colocation agreement. Sales and Marketing Sales and marketing expenses primarily include costs related to advertising and marketing programs. Sales and marketing costs are expensed as incurred and totaled $ 2,804 for year ended December 31, 2025 and are included in general and administrative expenses on the consolidated statement of operations. Income Taxes The Company accounts for income taxes under the asset and liability method, which requires that deferred income taxes be provided for temporary differences between the tax basis of the Company’s assets and liabilities and their financial statement carrying amount. In addition, deferred tax assets are recorded for the future benefit of utilizing net operating losses and research and development tax credit carryforwards. A valuation allowance is provided against deferred tax assets unless it is more likely than not that they will be realized. Significant judgment is required in determining any valuation allowance recorded against deferred tax assets. In assessing the need for a valuation allowance, the Company considers all available evidence, including past operating results, estimates of future taxable income and the feasibility of tax planning strategies. In the event that the Company changes its determination as to the amount of deferred tax assets that is more likely than not to be realized, the Company will adjust its valuation allowance with a corresponding impact to the provision for income taxes in the period in which such determination is made. The Company follows the authoritative guidance regarding uncertain tax positions. This guidance requires that realization of an uncertain income tax position must be more likely than not (i.e., greater than 50% likelihood of receiving a benefit) before it can be recognized in the financial statements. The guidance further prescribes the benefit to be realized assumes a review by tax authorities having all relevant information and applying current conventions. F- 9 Segment Reporting Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the Chief Operating Decision Maker (the “CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The Company’s Chief Executive Officer is the Company’s CODM. The CODM reviews financial information for purposes of making operating decisions, allocating resources, and evaluating financial performance. While the Company does have revenue from multiple products, no measures of profitability by product are available, so discrete financial information is not available for each such component. As such, the Company has determined that it operates as one operating segment and one reportable segment. Share-based Compensation The Company maintains its 2024 Equity Incentive Plan 2025 Equity Incentive Plan and 2025 Omnibus Equity Incentive plan (collectively, the “Equity Plans”), under which, the Company’s employees, officers, directors, and other eligible participants may be and have been awarded various types of share-based compensation, including options to purchase shares of the Company’s common stock, restricted stock units (“RSUs”), and other stock-based awards. Additionally, under the Equity Plans, awards may be and have been granted that are subject to the achievement of one or more performance measures established by the Company’s board of directors or a duly authorized committee thereof. For options and other stock-based awards, the share-based compensation expense is based on the fair value of the awards on the date of grant, as estimated using the Black-Scholes valuation model. For restricted stock units, the share-based compensation expense is based on the fair value of the Company’s common stock on the date of grant. The fair value of liability-classified awards (e.g., the other stock-based awards and cash-settled restricted stock units) is remeasured at each reporting date. The Company recognizes share-based compensation expense for service-conditioned awards granted under the Equity Plans on a straight-line basis over the requisite service period (generally, the vesting period for service-conditioned awards under the Equity Plans). See Note 9, Stock Options, to the financial statements for further information regarding the Equity Plans, related share-based compensation expense, and assumptions used in determining fair value. Treasury Stock On February 26, 2025, the Thumzup board of directors approved a share repurchase program authorizing the Company to purchase up to an aggregate of $ 1 million of common stock. Subject to applicable rules and regulations, the shares may be purchased from time to time in the open market or in privately negotiated transactions. Such purchases will be at times and in amounts as deemed appropriate, based on factors such as market conditions, legal requirements and other business considerations. On September 23, 2025, the Thumzup board of directors approved a share repurchase program authorizing the Company to purchase up to an aggregate of $ 10 million of common stock. Subject to applicable rules and regulations, the shares may be purchased from time to time in the open market. Such purchases will be at times and in amounts as deemed appropriate, based on factors such as market conditions, cash reserves, cash flows and other business considerations. The Company accounts for treasury stock at cost. During the period ended December 31, 2025, the Company repurchased 59,191 shares of common stock for approximately $ 274,231 under its share repurchase program. As of December 31, 2025, the Company had $ 274,231 in treasury stock. Preferred Stock The Company is authorized to issue 25,000,000 shares of preferred stock, par value $ 0.001 per share. At December 31, 2025, 174,630 shares were issued and outstanding. F- 10 Common Stock The Company is authorized to issue 250,000,000 shares of common stock, par value $ 0.001 per share. At December 31, 2025, 30,375,530 shares were issued and outstanding. Member Units During 2025, the Company issued 11,215,625 Class A -1 units for cash proceeds of $ 17,945,000 . During 2025, the Company issued 5,794,556 Class A – 2 units for cash proceeds of $ 10,422,402 and incurred issuance costs, including escrow fees, totaling approximately $ 1,167,000 . All member units were eliminated upon the consummation of the transaction between Dogehash and Thumzup. Net Loss Per Common Share The Company computes loss per share under ASC subtopic 260-10, Earnings Per Share. Net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per share, if presented, would include the dilution that would occur upon the exercise or conversion of all potentially dilutive securities into common stock using the “treasury stock” and/or “if converted” methods, as applicable. The computation of basic and diluted loss per share, for the years ended December 31, 2025, excludes potentially dilutive securities when their inclusion would be anti-dilutive, or if their exercise prices were greater than the average market price of the common stock during the period. Potentially dilutive securities excluded from the computation of basic and diluted net loss per share are as follows: Schedule of Potentially Dilutive Securities Excluded From Computation of Basic and Diluted Net Loss Per Share December 31, 2025 Common shares issuable upon exercise of options 1,172,828 Common shares issuable upon exercise of warrants 455,888 Common shares issuable upon conversion of preferred stock 18,626,238 Total potentially dilutive shares 20,254,954 Recent Accounting Pronouncements Adopted Crypto Assets In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2023-08, Intangibles—Goodwill and Other—Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets (“ASU 2023-08”). ASU 2023-08 requires in-scope crypto assets (including the Company’s bitcoin and dogecoin holdings) to be measured at fair value in the statement of financial position, with gains and losses from changes in the fair value of such crypto assets recognized in net income each reporting period. ASU 2023-08 also requires certain interim and annual disclosures for crypto assets within the scope of the standard. The Company adopted this guidance effective January 1, 2025, on a prospective basis. The Company expects the adoption of ASU 2023-08 will have a material impact on its consolidated balance sheets, consolidated statements of operations, statements of cash flows and disclosures. The Company will initially record its bitcoin and dogecoin purchases at cost, upon adopting ASU 2023-08, any subsequent increases or decreases in fair value will be recognized as incurred in the Company’s consolidated statements of operations, and the fair value of the Company’s bitcoin and dogecoin will be reflected within the Company’s consolidated balance sheets each reporting period-end. Additionally, the Company will provide quantitative and qualitative disclosures to meet the new requirements under ASU 2023-08, including a roll-forward of its bitcoin and dogecoin holdings during the reporting period and period-end cost basis, fair value, number of units held, and restrictions. F- 11 Segment Reporting In November 2023, the FASB issued Accounting Standards Update No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”). ASU 2023-07 requires enhanced disclosures surrounding reportable segments, particularly (i) significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”) and included in the reported measure(s) of a segment’s profit and loss and (ii) other segment items that reconcile segment revenue and significant expenses to the reported measure(s) of a segment’s profit and loss, both on an annual and interim basis. Companies are also required to provide all annual disclosures currently required under Topic 280 in interim periods, in addition to disclosing the title and position of the CODM and how the CODM uses the reported measure(s) of segment profit and loss in assessing segment performance and allocating resources. The Company adopted ASU 2023-07 for interim periods beginning January 1, 2025 and it did not have a material impact on the Company’s financial reporting or disclosures. Income Taxes In December 2023, the FASB issued Accounting Standards Update No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 requires enhanced disclosures surrounding income taxes, particularly related to rate reconciliation and income taxes paid information. In particular, on an annual basis, companies will be required to disclose specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. Companies will also be required to disclose, on an annual basis, the amount of income taxes paid, disaggregated by federal, state, and foreign taxes, and also disaggregated by individual jurisdictions above a quantitative threshold. The standard is effective for the Company for annual periods beginning January 1, 2025, on a prospective basis, with retrospective application permitted for all prior periods presented. The Company adopted ASU 2023-09 and it did not have a material impact on the Company’s financial reporting or disclosures. Recent Accounting Pronouncements Not Yet Adopted Disaggregation of Income Statement Expenses In November 2024, the FASB issued Accounting Standards Update No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40) (“ASU 2024-03”). ASU 2024-03 requires specified information about certain costs and expenses be disclosed in the notes to the financial statements, including the expense on the face of the income statement in which they are disclosed, in addition to a qualitative description of remaining amounts not separately disaggregated. Entities will also be required to disclose their definition of “selling expenses” and the total amount in each annual period. The standard is effective for the Company for annual periods beginning January 1, 2027, and for interim periods beginning January 1, 2028, with updates applied either prospectively or retrospectively. Early adoption is permitted. The Company is currently evaluating the impact of this guidance on its disclosures. There are other various updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to have a material impact on the Company’s financial position, results of operations or cash flows. F- 12 Note 4 – Digital Assets The following table presents the Company’s significant digital assets holdings as of December 31, 2025: Schedule of Digital Assets Holdings Quantity Cost Basis Fair Value Dogecoin 20,974,425 $ 4,217,383 $ 2,460,255 Bitcoin 19.11 2,001,246 1,671,955 Litecoins 3,198 279,023 245,508 Other 191,738,575 56,973 52,484 Total $ 6,554,625 $ 4,430,202 The following table summarizes the Company’s digital asset activity for the years indicated: Schedule of Digital Assets Year Ended December 31, 2025 Digital asset, beginning $ - Digital asset mining revenue - Dogecoin 6,092,437 Litecoins 856,190 Other litecoins 14,850 Digital assets assumed in reverse recapitalization, at fair value 2,552,197 Change in fair value of BTC Digital asset sales ( 4,641,776 ) ‘Net unrealized and realized loss, digital assets ( 443,696 ) Digital assets, end of period $ 4,430,202 The following table presents a roll-forward of Bitcoin (“BTC”) for the year ended December 31, 2025, based on the fair value model under ASU 2023-08: Schedule of Digital Asset Roll Forward Fair Value BTC as of January 13, 2025 $ - BTC assumed in reverse recapitalization, at cost 2,001,246 Change in fair value of BTC ( 329,291 ) Receipt of Dogecoin from mining services Proceeds from sale of Dogecoin BTC as of December 31, 2025 $ 1,671,955 The following table presents a roll-forward of Dogecoin for the year ended December 31, 2025, based on the fair value model under ASU 2023-08: Schedule of Digital Asset Roll Forward Dogecoin as of January 13, 2025 $ - Balance $ - Receipt of Dogecoin from mining services 6,092,437 Dogecoin assumed in reverse recapitalization, at cost 2,000,000 Proceeds from sale of Dogecoin ( 3,875,056 ) Change in fair value of Dogecoin ( 1,757,126 ) Dogecoin as of December 31, 2025 $ 2,460,255 Balance $ 2,460,255 F- 13 Note 5 – Deposits on Equipment The deposits for equipment represented advance payments for purchases of miner, high performance computing equipment and other equipment used in digital asset mining activity at the Colocation site. The Company initially recognizes deposits for equipment when cash is advanced to our suppliers. Subsequently, the Company derecognizes and reclassifies deposits for mining equipment to mining equipment when control is transferred to and obtained by the Company. At December 31, 2025, the Company had deposits and advance payments of approximately $ 3,600,100 for mining equipment. Note 6 – Equipment As of December 31, 2025, equipment, net consisted of the following: Schedule of equipment December 31, 2025 Mining equipment $ 26,020,439 Computer equipment 28,295 Total 26,048,734 Less: accumulated depreciation ( 7,511,282 ) Equipment, net $ 18,537,452 Depreciation expense for the year ended December 31, 2025 totaled $ 7,503,083 and is included in operating expenses on the consolidated statement of operations. Note 7 – Capitalized Software As of December 31, 2025, capitalized software consisted of the following: Schedule of Capitalized Software Costs December 31, 2025 Capitalized software cost $ 457,830 Less: accumulated amortization ( 193,637 ) Capitalized software, net $ 264,193 Amortization expense for the year ended December 31, 2025 totaled $ 303 and is included in operating expenses on the consolidated statement of operations. Note 8 – Contingencies Legal From time to time, the Company may be involved in various litigation matters and disputes arising in the ordinary course of business. The Company reviews its lawsuits, regulatory investigations and other legal proceedings on an ongoing basis. The Company records liabilities for contingencies, including legal costs, when it is probable that a liability has been incurred before the balance sheet date and the amount can be reasonably estimated. F- 14 Various legislative and executive bodies in the United States and in other countries may, in the future, adopt laws, regulations or guidance, or take other actions that could severely impact the permissibility of digital assets generally and the technology behind them or the means of transacting in or transferring them. It is difficult to predict how or whether regulatory agencies may apply existing or new regulation with respect to this technology and its applications. Colocation Agreement The Company utilizes third-party data center facilities to support its digital asset mining operations. Specifically, the Company has entered into a colocation and hosting services agreement with an independent data center provider for the ongoing provision of rack space, electrical power capacity, network connectivity, and cooling infrastructure required to operate the Company’s mining hardware. These arrangements do not convey to the Company the right to control the use of any identified physical asset within the data center, and the service provider retains substantive substitution rights of the assets at all times. Accordingly, consistent with the guidance in ASC 842, the Company has concluded that the arrangement represents a service contract and does not contain a lease, as the Company does not obtain control of an identified asset during the contract term. The colocation and hosting contracts generally include variable charges based on power consumption and other usage-based elements. Under ASC 842, the Company recognizes expense for such service arrangements as incurred, and no right-of-use (“ROU”) asset or lease liability is recorded on the consolidated balance sheet because the contract is outside the scope of lease accounting. For the year ended December 31, 2025, the Company incurred $ 3,353,355 in colocation and hosting-related service expenses, which are included within cost of revenues in the accompanying consolidated statements of operations. Note 9 – Stock Options Thumzup’s stockholders approved Thumzup’s 2024 Equity Incentive Plan in May 2024, amending it in July 2024 to increase the number of shares reserved for issuance thereunder to 2,000,000 , and approved Thumzup’s 2025 Equity Incentive Plan in April 2025 with an additional 2,000,000 shares reserved for issuance thereunder. In December 2025, the Company’s stockholders approved the 2025 Omnibus Equity Incentive Plan. The number of shares reserved for issuance under the plan are 7,000,000 . The equity plans approved by the stockholder are collectively referred to as the “Plans”. The Plans provide for the grant of incentive stock options to Thumzup’s employees, including officers, consultants and directors, and its subsidiaries’ employees, including officers, consultants and directors and for the grant of stock options, stock bonus awards, restricted stock awards, performance stock awards and other forms of stock compensation. The Plans also provide that the grant of performance stock awards may be paid out in cash as determined by the committee administering the Plans. Option valuation models require the input of highly subjective assumptions. The fair value of stock-based payment awards was estimated using the Black-Scholes option pricing model with a volatility figure derived from historical data. The Company accounts for the expected life of options based on the contractual life of the options. As of December 31, 2025, the Company had 5,187,575 shares of common stock available for future issuance under the Plans. F- 15 A summary of the stock option activity for the year ended December 31, 2025, is as follows: Schedule of Stock Option Activity Shares Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at January 13, 2025 - $ - - $ - Options assumed in reverse recapitalization 1,256,750 $ 5.07 8.88 $ - Granted - - - $ - Exercised - - - $ - Forfeited ( 83,292 ) 5.06 8.88 $ - Cancelled/Exchanged - - - $ - Outstanding at December 31, 2025 1,173,458 $ 5.07 8.88 $ - Exercisable at December 31, 2025 701,891 $ 5.06 8.89 $ - A summary of the stock options outstanding at December 31, 2025, is as follows: Schedule of Exercise Price of Stock Options Exercise Price Options Outstanding Weighted Average Remaining Life Options Exercisable $ 5.00 979,708 8.87 657,219 5.47 133,750 8.84 28,750 5.42 60,000 9.76 60,000 1,173,458 8.89 745,969 The aggregate intrinsic value of outstanding stock options was $ 0 , based on options with an exercise price less than the Company’s stock price of $ 5.00 as of December 31, 2025, which would have been received by the option holders had those option holders exercised their options as of that date. The fair value of all options that vested during the year ended December 31, 2025 was $ 1,560,492 . Unrecognized compensation expense was $ 1,455,508 as of December 31, 2025. On December 22, 2025, 1,612,425 RSUs were granted to directors of the Company. The RSUs will vest 33% annually starting June 1, 2026. The Company determined the fair value of all the RSUs issued during the year ended December 31, 2025 to be $ 22,411,593 based on the price of the most recent sale of common stock prior to each grant date for those RSU’s granted prior to the Listing Date, or the quoted market value on the date of issuance of the RSU’s granted after the Listing Date. As of December 31, 2025, there was unamortized stock-based compensation of approximately $ 5,400,282 which the Company expects to recognize over approximately 2.5 years. The activity related to RSUs is summarized as follows: Schedule of Activity Related to RSUs Restricted Stock Units Issued RSUs Granted Weighted-Average Exercise Price Restricted Stock Units at January 13, 2025 - - Units assumed in reverse recapitalization 1,639,361 $ 10.35 Granted 1,612,425 $ 3.38 Cancelled - - Forfeited - - Restricted stock units at December 31, 2025 3,251,786 Vesting Activity of Restricted Stock Units RSUs Weighted-Average Exercise Price Unvested at January 13, 2025 - - Unvested assumed in reverse recapitalization 35,425 $ 14.17 Granted 1,612,425 $ 3.38 Cancelled - - Vested - - Unvested at December 31, 2025 1,647,850 Note 10 – Warrants On July 3, 2025, Thumzup issued 65,000 warrants with a $ 6.00 exercise price with a fair value of $ 559,793 to its financial advisor. The Company estimated the fair value of the warrants using the Black-Scholes Pricing Model based on the following assumptions: (1) dividend yield of 0 %, (2) expected volatility of 147.16 % (3) risk-free interest rate of 3.94 %, and (4) expected life of 5 years. On July 16, 2025, Thumzup issued 10,688 warrants with a $ 6.25 exercise price with a fair value of $ 62,260 to its financial advisor for the exercise of its over-allotment option. The Company estimated the fair value of the warrants as of the date of the financing, October 28, 2024, using the Black-Scholes Pricing Model based on the following assumptions: (1) dividend yield of 0 %, (2) expected volatility of 154.62 %, (3) risk-free interest rate of 4.11 %, and (4) expected life of 5 years. F- 16 On August 12, 2025, Thumzup issued 350,000 warrants with a $ 10.00 exercise price with a fair value of $ 3,240,946 to its financial advisor. The Company estimated the fair value of the warrants using the Black-Scholes Pricing Model based on the following assumptions: (1) dividend yield of 0 %, (2) expected volatility of 145.61 % (3) risk-free interest rate of 3.83 %, and (4) expected life of 5 years. A summary of the warrant activity for the year ended December 31, 2025, is as follows: Schedule of Warrant Activity Shares Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at January 13, 2025 - $ - - $ - Warrants assumed from reverse recapitalization 455,888 $ 9.09 4.53 $ - Granted - - - - Exercised - - - - Cancelled/Exchanged - - - - Outstanding at December 31, 2025 455,888 $ 9.09 4.53 $ - Exercisable at December 31, 2025 105,888 $ 6.097 4.25 $ - A summary of the warrants outstanding at December 31, 2025, is as follows: Schedule of Exercise Price of Warrants Exercise Price Warrants Outstanding Weighted Average Remaining Life Warrants Exercisable $ 6.00 65,000 4.51 65,000 6.25 40,888 3.83 40,888 10.00 350,000 4.62 - 455,888 4.53 105,888 The aggregate intrinsic value of outstanding stock warrants was $ 0 based on warrants with an exercise price less than the Company’s stock price of $ 5.00 as of December 31, 2025, which would have been received by the warrant holders had those holders exercised the warrants as of that date. Note 11- Secured Promissory Notes In February 2025, the Company entered into a Secured Promissory note for a principal sum of $ 2,150,000 , bearing interest of 10 % and matured on August 21, 2025 As of December 31, 2025, the note was repaid in full. In March 2025, the Company entered into a Secured Promissory note for a principal sum of $ 2,000,000 , bearing interest of 10 % and matured on April 26, 2025 As of December 31, 2025, the note was repaid in full. F- 17 In June 2025, the Company entered into a Secured Promissory note with a Fund for a principal sum of $ 1,900,000 less an original issue discount amount of $ 150,000 . The original issue discount is amortized to maturity date by utilizing the effective interest method. The note originally matured December 24, 2025 , however, if the Company closes on a financing with an institutional lender for an amount of net loan proceeds in excess of the total principal amount, ordinary interest, and late interest then outstanding; or a sale of all or substantially all the assets of the Company, then the Maturity Date shall accelerate to the date of such closing. Based on completion on the transaction as of December 15, 2025, the note became due as was paid in full. In September 2025, the Company entered into a Secured Promissory note for a principal sum of $ 2,500,000 . The note originally matured on September 24, 2026 , however, if the Company consummates the planned merger through the purchase agreement between the Company and Thumzup Media Corporation the Maturity Date shall accelerate to the date of such closing. Based on completion on the transaction as of December 15, 2025, the note became due as was paid in full Note 12- Segment Information The Company applies the provisions of ASC 280, Segment Reporting, which requires public entities to disclose information about operating segments based on the internal reports that are regularly reviewed by the Company’s Chief Operating Decision Maker (“CODM”) for purposes of allocating resources and assessing performance. The CODM, who is the Company’s Chief Executive Officer, evaluates the business and makes operating decisions using a consolidated set of financial information. Management has determined that the Company operates as one operating segment, as the Company’s operations are organized and managed as a single business component with: One set of economic activities—the development, deployment, and operation of digital asset mining infrastructure; A single management team making decisions about resource allocation across all activities; and revenue focus on the production, validation, and sale of digital assets; and a centralized cost structure, including equipment procurement, colocation arrangements, power usage, maintenance, and operational oversight. Based on this analysis, management has concluded that the Company has one reportable segment, referred to as the “Digital Asset Mining Business.” This segment is primarily engaged in mining Dogecoin and other Litecoin-network digital assets, utilizing specialized hardware and third-party colocation facilities. Because the Company has only one reportable segment, separate segment information (such as disaggregated revenues, profit or loss measures, or segment assets) is not presented, as such information is identical to the information presented in the Company’s consolidated financial statements. Because substantially all operations and assets are located in a single geographic area, no additional geographic disaggregation is presented. Note 13 – Income Taxes Effective July 25, 2025, the Company converted from a limited liability company (LLC) to a C Corporation as a result of the asset purchase agreement between the Company and US Data and Energy, LLC . Prior to the conversion, the Company was treated as a pass-through entity for federal and state income tax purposes, and accordingly, no provision for income taxes was recorded at the entity level for the period from January 1, 2025 through June 30, 2025. Income during this period was taxable directly to the members. Following the conversion, the Company became subject to federal and applicable state corporate income taxes. As a result, the Company has recorded a provision for income taxes for the period from June 30, 2025 through December 31., 2025 in accordance with ASC 740, Income Taxes. The provision includes both current and deferred income tax expense. Deferred tax assets and liabilities were established as of the conversion date based on temporary differences between the book and tax bases of assets and liabilities. The Company also evaluated the realizability of its deferred tax assets and recorded a valuation allowance where it was determined that it is more likely than not that certain deferred tax assets will not be realized. F- 18 As of December 31, 2025, the Company has approximately $ 737,000 in gross deferred tax assets resulting from net operating loss carry-forwards of $ 3,509,000 , available to offset future taxable income through 2041 subject to the change in ownership provisions under IRC 382. A valuation allowance has been recorded to fully offset these deferred tax assets because the Company’s management believes future realization of the related tax benefits is uncertain. Note 14 – Related Party Transactions Westside Strategic Partners, LLC Westside Strategic Partners, LLC (“Westside”) is owned and controlled by Robert Haag, a former member of the Company’s Board of Directors who resigned effective October 4, 2025. During the year ended December 31, 2025, Westside received 2,580 shares of Series A Preferred Stock, respectively, as dividends due under the Series A Preferred Certificate of Designation. Of the 2,580 shares earned during the year ended December 31, 2025, approximately 664 shares attributable to the December 15, 2025 quarterly dividend had been declared and were due and payable as of December 31, 2025, but were not issued until January 2026 due to administrative processing delays. During the year ended December 31, 2025, Westside received 337 shares of common stock as dividends due under the Series B Preferred Certificate of Designation. IRTH Communications, LLC IRTH Communications, LLC (“IRTH”) is owned and controlled by Robert Haag. On November 20, 2025, the Company entered into a Services Agreement with IRTH pursuant to which IRTH provides investor relations, public relations, financial communications and strategic consulting services. The agreement had an initial term of three months with automatic renewal and provided for a non-refundable monthly fee of $ 30,000 , payable quarterly in advance. During the year ended December 31, 2025, the Company paid IRTH an aggregate of $ 105,000 , consisting of $ 90,000 under the quarterly fixed fee and $ 15,000 for an investor outreach program. Joanna Massey Joanna Massey served as a member of the Company’s Board of Directors until her resignation effective December 15, 2025. On March 20, 2024, Ms. Massey acquired 800 shares of the Company’s Series B Preferred Stock at $ 50 per share for a subscription of $ 40,000 . During the year ended December 31, 2025, Ms. Massey received 127 shares of Series A Preferred Stock, as dividends due under the Series A Preferred Certificate of Designation. Of the 127 shares earned during the year ended December 31, 2025, approximately 33 shares attributable to the December 15, 2025 quarterly dividend had been declared but were not issued until January 2026. During the years ended December 31, 2025, Ms. Massey received 270 shares of common stock, as dividends due under the Series B Preferred Certificate of Designation. F- 19 Isaac Dietrich Isaac Dietrich served as the Company’s Chief Financial Officer and as a member of the Board of Directors until his resignation from both positions effective December 15, 2025, in connection with the Merger. During the years ended December 31, 2025, Mr. Dietrich received 63 shares of Series A Preferred Stock, respectively, as dividends due under the Series A Preferred Certificate of Designation. Of the 63 shares earned during the year ended December 31, 2025, approximately 16 shares attributable to the December 15, 2025 quarterly dividend had been declared but were not issued until January 2026. Note 15 – Subsequent Events Issuance of December 15, 2025 Series A Preferred Dividends In January 2026, the Company issued an aggregate of approximately 3,079 shares of Series A Preferred Stock in satisfaction of the December 15, 2025 quarterly dividend that had been declared but had not yet been issued due to administrative processing delays. The shares were issued to holders of record as of December 15, 2025, including approximately 664 shares to Westside Strategic Partners, LLC, 33 shares to Joanna Massey, and 16 shares to Isaac Dietrich, each of whom is a related party (see Note 14). Amendment to IRTH Communications Services Agreement On February 20, 2026, the Company and IRTH Communications, LLC (“IRTH”) entered into Amendment No. 1 to the Services Agreement dated November 20, 2025, pursuant to which: (i) the Company, as successor-in-interest to Thumzup Media Corporation, formally assumed all rights and obligations under the original agreement; (ii) the term was extended for a fixed period of six months expiring August 20, 2026, with no automatic renewal; (iii) the monthly cash fee was reduced from $ 30,000 to $ 15,000 , payable monthly in advance; and (iv) the Company granted IRTH 60,000 fully vested stock options with an exercise price of $ 2.00 per share under the Company’s 2025 Omnibus Equity Incentive Plan. The equity grant was ratified by the Compensation Committee on February 20, 2026. IRTH is owned and controlled by Robert Haag, a former director of the Company (see Note 14). March 16, 2026 Series A Preferred Dividends On March 16, 2026, the Company declared and issued an aggregate of approximately 3,139 shares of Series A Preferred Stock as quarterly dividends due under the Series A Preferred Certificate of Designation, including approximately 677 shares to Westside Strategic Partners, LLC, 33 shares to Joanna Massey, and 17 shares to Isaac Dietrich. Public Offering 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. F- 20