SCHEDULE 13D: General Statement of Acquisition of Beneficial Ownership
Published on May 28, 2026
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 | |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
| |
Datacentrex, Inc. (Name of Issuer) | |
Common Stock, par value $0.001 per share (Title of Class of Securities) | |
| |
Eric Newman 3835 PGA Blvd., Suite 103, Palm Beach Gardens, FL, 33410 917.608.7234 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) | |
05/28/2026 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP Number(s): | 256918103 |
| 1 |
Name of reporting person
American Ventures LLC, Series VII USDAE | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
 (a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
12,627,674.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.99 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
American Ventures LLC, Series VII USDAE, directly owns 8,450 Series D Convertible Preferred Stock, convertible into 8,450,000 shares of the Issuer's common stock. American Ventures LLC, Series XLVI DTCX directly owns 4,075,000 pre-funded warrants, exercisable into 4,075,000 shares of the Issuer's common stock. Dominari Securities LLC directly owns 102,674 warrants, exercisable into 102,674 shares of the Issuer's common stock. The Series D Convertible Preferred Stock has no voting rights. Further, the Series D Convertible Preferred Stock, the pre-funded warrants and the warrants each contain provisions that prohibit conversion or exercise to the extent that, after giving effect to such conversion or exercise, that holder and its affiliates would beneficially own more than 4.99% of the Issuer's outstanding common stock as calculated in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Beneficial Ownership Limitation"). Accordingly, the shares reported in Rows 8, 10, and 11 represent the maximum number of shares that may be beneficially owned without violating such limitation.
The Reporting Persons currently do not beneficially own any shares of the Issuer's common stock for purposes of Rule 13d-3. Accordingly, each Reporting Person disclaims beneficial ownership of any shares of common stock issuable upon conversion or exercise of the securities described herein to the extent that such conversion or exercise would cause such Reporting Person to exceed the Beneficial Ownership Limitation.
The percent of class represented by the amount in Row 13 is based on 38,873,626 shares of the Issuer's common stock issued and outstanding as of May 14, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on May 14, 2026, plus 12,627,674 shares of common stock, which is the maximum number of shares of common stock that may be acquired by the Reporting Persons upon conversion or exercise of their securities without exceeding the Beneficial Ownership Limitation.
SCHEDULE 13D
|
| CUSIP Number(s): | 256918103 |
| 1 |
Name of reporting person
American Ventures LLC, Series XLVI DTCX | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
12,627,674.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.99 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
American Ventures LLC, Series VII USDAE, directly owns 8,450 Series D Convertible Preferred Stock, convertible into 8,450,000 shares of the Issuer's common stock. American Ventures LLC, Series XLVI DTCX directly owns 4,075,000 pre-funded warrants, exercisable into 4,075,000 shares of the Issuer's common stock. Dominari Securities LLC directly owns 102,674 warrants, exercisable into 102,674 shares of the Issuer's common stock. The Series D Convertible Preferred Stock has no voting rights. Further, the Series D Convertible Preferred Stock, the pre-funded warrants and the warrants each contain provisions that prohibit conversion or exercise to the extent that, after giving effect to such conversion or exercise, that holder and its affiliates would beneficially own more than 4.99% of the Issuer's outstanding common stock as calculated in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Beneficial Ownership Limitation"). Accordingly, the shares reported in Rows 8, 10, and 11 represent the maximum number of shares that may be beneficially owned without violating such limitation.
The Reporting Persons currently do not beneficially own any shares of the Issuer's common stock for purposes of Rule 13d-3. Accordingly, each Reporting Person disclaims beneficial ownership of any shares of common stock issuable upon conversion or exercise of the securities described herein to the extent that such conversion or exercise would cause such Reporting Person to exceed the Beneficial Ownership Limitation.
The percent of class represented by the amount in Row 13 is based on 38,873,626 shares of the Issuer's common stock issued and outstanding as of May 14, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on May 14, 2026, plus 12,627,674 shares of common stock, which is the maximum number of shares of common stock that may be acquired by the Reporting Persons upon conversion or exercise of their securities without exceeding the Beneficial Ownership Limitation.
SCHEDULE 13D
|
| CUSIP Number(s): | 256918103 |
| 1 |
Name of reporting person
American Ventures Management LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
12,627,674.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.99 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
American Ventures LLC, Series VII USDAE, directly owns 8,450 Series D Convertible Preferred Stock, convertible into 8,450,000 shares of the Issuer's common stock. American Ventures LLC, Series XLVI DTCX directly owns 4,075,000 pre-funded warrants, exercisable into 4,075,000 shares of the Issuer's common stock. Dominari Securities LLC directly owns 102,674 warrants, exercisable into 102,674 shares of the Issuer's common stock. The Series D Convertible Preferred Stock has no voting rights. Further, the Series D Convertible Preferred Stock, the pre-funded warrants and the warrants each contain provisions that prohibit conversion or exercise to the extent that, after giving effect to such conversion or exercise, that holder and its affiliates would beneficially own more than 4.99% of the Issuer's outstanding common stock as calculated in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Beneficial Ownership Limitation"). Accordingly, the shares reported in Rows 8, 10, and 11 represent the maximum number of shares that may be beneficially owned without violating such limitation.
The Reporting Persons currently do not beneficially own any shares of the Issuer's common stock for purposes of Rule 13d-3. Accordingly, each Reporting Person disclaims beneficial ownership of any shares of common stock issuable upon conversion or exercise of the securities described herein to the extent that such conversion or exercise would cause such Reporting Person to exceed the Beneficial Ownership Limitation.
The percent of class represented by the amount in Row 13 is based on 38,873,626 shares of the Issuer's common stock issued and outstanding as of May 14, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on May 14, 2026, plus 12,627,674 shares of common stock, which is the maximum number of shares of common stock that may be acquired by the Reporting Persons upon conversion or exercise of their securities without exceeding the Beneficial Ownership Limitation.
SCHEDULE 13D
|
| CUSIP Number(s): | 256918103 |
| 1 |
Name of reporting person
American Ventures IM LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
12,627,674.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.99 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
American Ventures LLC, Series VII USDAE, directly owns 8,450 Series D Convertible Preferred Stock, convertible into 8,450,000 shares of the Issuer's common stock. American Ventures LLC, Series XLVI DTCX directly owns 4,075,000 pre-funded warrants, exercisable into 4,075,000 shares of the Issuer's common stock. Dominari Securities LLC directly owns 102,674 warrants, exercisable into 102,674 shares of the Issuer's common stock. The Series D Convertible Preferred Stock has no voting rights. Further, the Series D Convertible Preferred Stock, the pre-funded warrants and the warrants each contain provisions that prohibit conversion or exercise to the extent that, after giving effect to such conversion or exercise, that holder and its affiliates would beneficially own more than 4.99% of the Issuer's outstanding common stock as calculated in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Beneficial Ownership Limitation"). Accordingly, the shares reported in Rows 8, 10, and 11 represent the maximum number of shares that may be beneficially owned without violating such limitation.
The Reporting Persons currently do not beneficially own any shares of the Issuer's common stock for purposes of Rule 13d-3. Accordingly, each Reporting Person disclaims beneficial ownership of any shares of common stock issuable upon conversion or exercise of the securities described herein to the extent that such conversion or exercise would cause such Reporting Person to exceed the Beneficial Ownership Limitation.
The percent of class represented by the amount in Row 13 is based on 38,873,626 shares of the Issuer's common stock issued and outstanding as of May 14, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on May 14, 2026, plus 12,627,674 shares of common stock, which is the maximum number of shares of common stock that may be acquired by the Reporting Persons upon conversion or exercise of their securities without exceeding the Beneficial Ownership Limitation.
SCHEDULE 13D
|
| CUSIP Number(s): | 256918103 |
| 1 |
Name of reporting person
Dominari Securities LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
12,627,674.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.99 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
BD |
Comment for Type of Reporting Person:
American Ventures LLC, Series VII USDAE, directly owns 8,450 Series D Convertible Preferred Stock, convertible into 8,450,000 shares of the Issuer's common stock. American Ventures LLC, Series XLVI DTCX directly owns 4,075,000 pre-funded warrants, exercisable into 4,075,000 shares of the Issuer's common stock. Dominari Securities LLC directly owns 102,674 warrants, exercisable into 102,674 shares of the Issuer's common stock. The Series D Convertible Preferred Stock has no voting rights. Further, the Series D Convertible Preferred Stock, the pre-funded warrants and the warrants each contain provisions that prohibit conversion or exercise to the extent that, after giving effect to such conversion or exercise, that holder and its affiliates would beneficially own more than 4.99% of the Issuer's outstanding common stock as calculated in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Beneficial Ownership Limitation"). Accordingly, the shares reported in Rows 8, 10, and 11 represent the maximum number of shares that may be beneficially owned without violating such limitation.
The Reporting Persons currently do not beneficially own any shares of the Issuer's common stock for purposes of Rule 13d-3. Accordingly, each Reporting Person disclaims beneficial ownership of any shares of common stock issuable upon conversion or exercise of the securities described herein to the extent that such conversion or exercise would cause such Reporting Person to exceed the Beneficial Ownership Limitation.
The percent of class represented by the amount in Row 13 is based on 38,873,626 shares of the Issuer's common stock issued and outstanding as of May 14, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on May 14, 2026, plus 12,627,674 shares of common stock, which is the maximum number of shares of common stock that may be acquired by the Reporting Persons upon conversion or exercise of their securities without exceeding the Beneficial Ownership Limitation.
SCHEDULE 13D
|
| CUSIP Number(s): | 256918103 |
| 1 |
Name of reporting person
Dominari Holdings Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
12,627,674.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.99 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
American Ventures LLC, Series VII USDAE, directly owns 8,450 Series D Convertible Preferred Stock, convertible into 8,450,000 shares of the Issuer's common stock. American Ventures LLC, Series XLVI DTCX directly owns 4,075,000 pre-funded warrants, exercisable into 4,075,000 shares of the Issuer's common stock. Dominari Securities LLC directly owns 102,674 warrants, exercisable into 102,674 shares of the Issuer's common stock. The Series D Convertible Preferred Stock has no voting rights. Further, the Series D Convertible Preferred Stock, the pre-funded warrants and the warrants each contain provisions that prohibit conversion or exercise to the extent that, after giving effect to such conversion or exercise, that holder and its affiliates would beneficially own more than 4.99% of the Issuer's outstanding common stock as calculated in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Beneficial Ownership Limitation"). Accordingly, the shares reported in Rows 8, 10, and 11 represent the maximum number of shares that may be beneficially owned without violating such limitation.
The Reporting Persons currently do not beneficially own any shares of the Issuer's common stock for purposes of Rule 13d-3. Accordingly, each Reporting Person disclaims beneficial ownership of any shares of common stock issuable upon conversion or exercise of the securities described herein to the extent that such conversion or exercise would cause such Reporting Person to exceed the Beneficial Ownership Limitation.
The percent of class represented by the amount in Row 13 is based on 38,873,626 shares of the Issuer's common stock issued and outstanding as of May 14, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on May 14, 2026, plus 12,627,674 shares of common stock, which is the maximum number of shares of common stock that may be acquired by the Reporting Persons upon conversion or exercise of their securities without exceeding the Beneficial Ownership Limitation.
SCHEDULE 13D
|
| CUSIP Number(s): | 256918103 |
| 1 |
Name of reporting person
Eric Newman | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
12,627,674.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.99 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
American Ventures LLC, Series VII USDAE, directly owns 8,450 Series D Convertible Preferred Stock, convertible into 8,450,000 shares of the Issuer's common stock. American Ventures LLC, Series XLVI DTCX directly owns 4,075,000 pre-funded warrants, exercisable into 4,075,000 shares of the Issuer's common stock. Dominari Securities LLC directly owns 102,674 warrants, exercisable into 102,674 shares of the Issuer's common stock. The Series D Convertible Preferred Stock has no voting rights. Further, the Series D Convertible Preferred Stock, the pre-funded warrants and the warrants each contain provisions that prohibit conversion or exercise to the extent that, after giving effect to such conversion or exercise, that holder and its affiliates would beneficially own more than 4.99% of the Issuer's outstanding common stock as calculated in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Beneficial Ownership Limitation"). Accordingly, the shares reported in Rows 8, 10, and 11 represent the maximum number of shares that may be beneficially owned without violating such limitation.
The Reporting Persons currently do not beneficially own any shares of the Issuer's common stock for purposes of Rule 13d-3. Accordingly, each Reporting Person disclaims beneficial ownership of any shares of common stock issuable upon conversion or exercise of the securities described herein to the extent that such conversion or exercise would cause such Reporting Person to exceed the Beneficial Ownership Limitation.
The percent of class represented by the amount in Row 13 is based on 38,873,626 shares of the Issuer's common stock issued and outstanding as of May 14, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on May 14, 2026, plus 12,627,674 shares of common stock, which is the maximum number of shares of common stock that may be acquired by the Reporting Persons upon conversion or exercise of their securities without exceeding the Beneficial Ownership Limitation.
SCHEDULE 13D
|
| CUSIP Number(s): | 256918103 |
| 1 |
Name of reporting person
Kyle Michael Wool | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
12,627,674.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.99 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
American Ventures LLC, Series VII USDAE, directly owns 8,450 Series D Convertible Preferred Stock, convertible into 8,450,000 shares of the Issuer's common stock. American Ventures LLC, Series XLVI DTCX directly owns 4,075,000 pre-funded warrants, exercisable into 4,075,000 shares of the Issuer's common stock. Dominari Securities LLC directly owns 102,674 warrants, exercisable into 102,674 shares of the Issuer's common stock. The Series D Convertible Preferred Stock has no voting rights. Further, the Series D Convertible Preferred Stock, the pre-funded warrants and the warrants each contain provisions that prohibit conversion or exercise to the extent that, after giving effect to such conversion or exercise, that holder and its affiliates would beneficially own more than 4.99% of the Issuer's outstanding common stock as calculated in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Beneficial Ownership Limitation"). Accordingly, the shares reported in Rows 8, 10, and 11 represent the maximum number of shares that may be beneficially owned without violating such limitation.
The Reporting Persons currently do not beneficially own any shares of the Issuer's common stock for purposes of Rule 13d-3. Accordingly, each Reporting Person disclaims beneficial ownership of any shares of common stock issuable upon conversion or exercise of the securities described herein to the extent that such conversion or exercise would cause such Reporting Person to exceed the Beneficial Ownership Limitation.
The percent of class represented by the amount in Row 13 is based on 38,873,626 shares of the Issuer's common stock issued and outstanding as of May 14, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on May 14, 2026, plus 12,627,674 shares of common stock, which is the maximum number of shares of common stock that may be acquired by the Reporting Persons upon conversion or exercise of their securities without exceeding the Beneficial Ownership Limitation.
SCHEDULE 13D
|
| CUSIP Number(s): | 256918103 |
| 1 |
Name of reporting person
Anthony Hayes | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
12,627,674.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.99 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
American Ventures LLC, Series VII USDAE, directly owns 8,450 Series D Convertible Preferred Stock, convertible into 8,450,000 shares of the Issuer's common stock. American Ventures LLC, Series XLVI DTCX directly owns 4,075,000 pre-funded warrants, exercisable into 4,075,000 shares of the Issuer's common stock. Dominari Securities LLC directly owns 102,674 warrants, exercisable into 102,674 shares of the Issuer's common stock. The Series D Convertible Preferred Stock has no voting rights. Further, the Series D Convertible Preferred Stock, the pre-funded warrants and the warrants each contain provisions that prohibit conversion or exercise to the extent that, after giving effect to such conversion or exercise, that holder and its affiliates would beneficially own more than 4.99% of the Issuer's outstanding common stock as calculated in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Beneficial Ownership Limitation"). Accordingly, the shares reported in Rows 8, 10, and 11 represent the maximum number of shares that may be beneficially owned without violating such limitation.
The Reporting Persons currently do not beneficially own any shares of the Issuer's common stock for purposes of Rule 13d-3. Accordingly, each Reporting Person disclaims beneficial ownership of any shares of common stock issuable upon conversion or exercise of the securities described herein to the extent that such conversion or exercise would cause such Reporting Person to exceed the Beneficial Ownership Limitation.
The percent of class represented by the amount in Row 13 is based on 38,873,626 shares of the Issuer's common stock issued and outstanding as of May 14, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on May 14, 2026, plus 12,627,674 shares of common stock, which is the maximum number of shares of common stock that may be acquired by the Reporting Persons upon conversion or exercise of their securities without exceeding the Beneficial Ownership Limitation.
SCHEDULE 13D
|
| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, par value $0.001 per share |
| (b) | Name of Issuer:
Datacentrex, Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
470 W 200 N,, Ste 18,, Salt Lake City,
UTAH
, 84103. |
| Item 2. | Identity and Background |
| (a) | American Ventures LLC, Series VII USDAE ("Series VII USDAE"), a Delaware series limited liability company, directly owns 8,450 shares of Series D Convertible Preferred Stock convertible into 8,450,000 shares of the Issuer's common stock subject to the Beneficial Ownership Limitation. American Ventures, LLC, Series XLVI DTCX ("Series XLVI DTCX"), a Delaware series limited liability company, directly owns 4,075,000 pre-funded warrants exercisable into 4,075,000 shares of the Issuer's common stock subject to the Beneficial Ownership Limitation. Dominari Securities LLC ("Dominari"), an SEC-registered broker-dealer, directly owns 102,674 warrants exercisable into 102,674 shares of the Issuer's common stock subject to the Beneficial Ownership Limitation. American Ventures Management LLC ("AV Management"), a Delaware limited liability company, is the manager of Series VII USDAE and Series XLVI DTCX. American Ventures IM LLC ("AV IM"), a Delaware limited liability company, is the investment manager of Series VII USDAE and Series XLVI DTCX. Dominari Securities is wholly owned by Dominari Holdings Inc. ("DOMH"). By virtue of DOMH's ownership of Dominari, DOMH may be deemed to share beneficial ownership of the securities held by Dominari. DOMH is the majority member of AV Management and AV IM that controls the voting power and dispositive power over securities of the Issuer held by entities managed or controlled by AV Management and/or AV IM. Eric Newman ("Mr. Newman") is the manager of both AV Management and AV IM. Kyle Michael Wool ("Mr. Wool") is the Chief Executive Officer of Dominari. Anthony Hayes ("Mr. Hayes") is the Chief Executive Officer, a director and Chairman of the board of directors of DOMH. AV Management, AV IM, DOMH, Mr. Newman and Mr. Hayes share voting and dispositive power over the securities held by Series VII USDAE and Series XLVI DTCX. As a result, each of AV Management, AV IM, DOMH, Mr. Newman and Mr. Hayes may be deemed to indirectly beneficially own the securities held by Series VII USDAE and Series XLVI DTCX. Each of AV Management, AV IM, DOMH, Mr. Newman and Mr. Hayes disclaim beneficial ownership over any securities held by the Series VII USDAE and Series XLVI DTCX other than to the extent of its/his respective pecuniary interest therein, directly or indirectly. Mr. Wool has voting and dispositive power over the securities held by Dominari and disclaims beneficial ownership over any securities held by Dominari other than to the extent of his respective pecuniary interest therein, directly or indirectly. Series VII USDAE, Series XLVI DTCX, Dominari, DOMH, AV Management, AV IM, Mr. Newman, Mr. Wool and Mr. Hayes are the reporting persons in this Schedule 13D (the "Reporting Persons"). |
| (b) | Series VII USDAE and Series XLVI DTCX have a principal business office at 3835 PGA Blvd., Suite 103, Palm Beach Gardens, Florida 33410. AV Management, Series VII USDAE, Series XLVI DTCX, AV IM, and Mr. Newman have a principal business office at 110 Front Street, Suite 300, Jupiter, Florida 33477. Dominari, DOMH, Mr. Wool and Mr. Hayes have a principal business office at 725 Fifth Avenue, 23rd Floor, New York, New York 10022. |
| (c) | The principal business of Series VII USDAE, Series XLVI DTCX, AV Management, and AV IM is private investments. The principal business of Dominari is serving as a broker dealer. The principal business of DOMH is wealth management, investment banking, sales and trading, and asset management. The principal employment of Messrs. Wool, Hayes and Newman are set forth in Item 2(a) above. |
| (d) | No Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | No Reporting Person has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (f) | Series VII USDAE, Series XLVI DTCX, Dominari, DOMH, AV Management, and AV IM are organized under the laws of the State of Delaware. Mr. Newman, Mr. Wool, and Mr. Hayes are citizens of the United States of America. |
| Item 3. | Source and Amount of Funds or Other Consideration |
On August 18, 2025, the Issuer entered into a Merger Agreement with Doge Technologies, Inc. ("Doge"). Pursuant to the terms of the Merger Agreement, the Issuer issued Series D Convertible Preferred Stock as consideration to certain security holders of Doge in exchange for their capital stock of Doge in connection with the merger transaction. In connection with consummation of the merger, Series VII USDAE received 8,450 shares of Series D Convertible Preferred Stock of the Issuer in exchange for capital stock of Doge held by Series VII USDAE. The 8,450 shares of Series D Convertible Preferred Stock are convertible into 8,450,000 shares of common stock of the Issuer, subject to the Beneficial Ownership Limitation described elsewhere in this Schedule 13D. No cash consideration was paid by Series VII USDAE for the Series D Convertible Preferred Stock.
Series XLVI DTCX acquired an aggregate of 4,075,000 pre-funded warrants of the Issuer in connection with the Issuer's public offering consummated on March 26, 2026, at a purchase price of $1.99 per pre-funded warrant, for an aggregate purchase price of $8,109,250. Each pre-funded warrant is exercisable at an exercise price of $0.01 per share of the Issuer's common stock. The source of funds used by XLVI DTCX to purchase the pre-funded warrants was its working capital, and no funds were borrowed for such purpose.
Dominari did not use any funds to acquire the 102,674 warrants reported herein. Dominari received the 102,674 warrants to purchase 102,674 shares of the Issuer's common stock as compensation for services rendered to the Issuer in connection with acting as placement agent for a securities offering conducted by the Issuer. | |
| Item 4. | Purpose of Transaction |
The Reporting Persons acquired the securities described herein for investment purposes. The Reporting Persons may engage in discussions with the Issuer's management, board of directors, stockholders, and other interested parties concerning potential strategic transactions, including possible merger and acquisition opportunities. The Reporting Persons may from time to time make introductions or otherwise facilitate discussions between the Issuer and third parties regarding such potential opportunities. The Reporting Persons are in discussions with third parties that may result in one of the actions described in Item 4(a)-(j) above, however there are currently no definitive agreements to undertake such actions. Additionally, the Reporting Persons may continue to review and consider other opportunities that may present themselves from time to time, depending on various factors, including the Issuer's financial position, the price level of the securities, conditions in the securities markets, general economic and industry conditions, or other factors. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | The aggregate number and percentage of the class of securities identified pursuant to Item 1 beneficially owned by each Reporting Person is stated in Items 11 and 13 on each of the cover pages hereto, subject to the Beneficial Ownership Limitation. Each Reporting Person declares that neither the filing of this Schedule 13D nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this Schedule 13D. Each Reporting Person may be deemed to be a member of a group with respect to the Issuer or securities of the Issuer for the purposes of Section 13(d) or 13(g) of the Exchange Act. Each Reporting Person declares that neither the filing of this Schedule 13D nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, (i) acting (or has agreed or is agreeing to act) with any other person as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding or disposing of securities of the Issuer or otherwise with respect to the Issuer or any securities of the Issuer or (ii) a member of any syndicate or group with respect to the Issuer or any securities of the Issuer. |
| (b) | (i) sole power to vote or to direct the vote: See Item 7 on the cover pages hereto.
(ii) shared power to vote or to direct the vote: See Item 8 on the cover pages hereto.
(iii) sole power to dispose or to direct the disposition of: See Item 9 on the cover pages hereto.
(iv) shared power to dispose or to direct the disposition of: See Item 10 on the cover pages hereto. Each of (b)(i), (ii), (iii), and (iv) subject to the Beneficial Ownership Limitation.
Series VII USDAE, Series XLVI DTCX and Dominari are the record and direct beneficial owners of the securities covered by this Schedule 13D. Series VII USDAE, Series XLVI DTCX and Dominari will have, upon conversion or exercise, as applicable, the power to vote or to direct the vote of (and the power to dispose or direct the disposition of) their respectively to be owned shares of common stock. As the manager of AV Management and AV IM (respectively, the manager and investment manager of Series VII USDAE and Series XLVI DTCX), Mr. Newman may be deemed to have the shared power to vote or to direct the vote of (and the shared power to dispose or direct the disposition of) any shares of common stock that may be owned by Series VII USDAE and Series XLVI DTCX. Mr. Newman, AV Management, and AV IM do not own any shares of common stock directly and disclaim beneficial ownership of any shares of common stock that may be owned by Series VII USDAE and Series XLVI DTCX. As the Chief Executive Officer of Dominari, Mr. Wool may be deemed to have the shared power to vote or to direct the vote of (and the shared power to dispose or direct the disposition of) any shares of common stock that may be owned by Dominari. Mr. Wool does not own any shares of common stock directly and disclaims beneficial ownership of any shares of common stock that may be owned by Dominari. As the Chief Executive Officer, a director and Chairman of the board of directors of DOMH (the majority member of Series VII USDAE and Series XLVI DTCX), Mr. Hayes may be deemed to have the shared power to vote or to direct the vote of (and the shared power to dispose or direct the disposition of) any shares of common stock that may be owned by Series VII USDAE, Series XLVI DTCX and Dominari. Mr. Hayes does not own any shares of common stock directly and disclaims beneficial ownership of any shares of common stock that may be owned by Series VII USDAE, Series XLVI DTCX and Dominari. As of the date hereof, no Reporting Person owns any shares of common stock of the Issuer other than as set forth in this Item 5. |
| (c) | Except as set forth in Item 3 of this Schedule 13D, no Reporting Person has, to the best of each Reporting Person's knowledge, engaged in any transaction with respect to the shares of Common Stock of the issuer during the sixty days prior to the date of filing this Schedule 13D. |
| (d) | Other than the members of American Ventures LLC, Series VII USDAE, and Series XLVI DTCX, which are private investment funds exempt from the registration requirements of the Investment Company Act of 1940, the Reporting Persons do not know of any other person having the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the securities described herein. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
Other than as set forth herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer reported herein. | |
| Item 7. | Material to be Filed as Exhibits. |
Exhibit 99.1 Joint Filing Agreement (filed herewith). |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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