Monitor the November 30 meeting for reverse split approval and subsequent Board action — the ratio chosen and timing will signal urgency around Nasdaq compliance. The activist SC 13D filers (American Ventures/Dominari) hold significant influence; watch for any follow-up 13D amendments or proxy solicitation materials ahead of the meeting.
Price Chart
Executive Summary
Datacentrex, Inc. is holding its 2026 Annual Meeting on November 30, 2026. Shareholders will vote on electing five directors (all incumbents), ratifying Haynie & Company as auditor, and authorizing a reverse stock split of up to 1-for-25 to regain Nasdaq minimum bid price compliance. The proxy statement reveals a complete board and management overhaul in late 2025, including a new CEO (Parker Scott) with a $4.2M equity grant, and the departure of former CEO/CFO. A prior SC 13D filing by American Ventures LLC and affiliates signals potential activist pressure, though no proxy contest has materialized.
Key Facts
- Annual Meeting set for November 30, 2026; record date October 1, 2026.
- Proposal 3 seeks shareholder approval for a reverse stock split at a ratio between 1-for-2 and 1-for-25, to be effected at Board discretion before November 30, 2027.
- Primary reason for reverse split: risk of Nasdaq delisting due to failure to maintain $1.00 minimum bid price.
- 47,139,643 shares of common stock and 166,883.97 shares of Series A Preferred Stock outstanding as of record date.
- CEO Parker Scott received total compensation of $4,233,654 in FY2025, including a $4,225,000 restricted stock grant (1,250,000 shares at $3.38/share).
- Former CEO/CFO Robert Steele received $185,396 in FY2025; former CFO Isaac Dietrich received $256,212 including $42,000 severance.
- Director compensation for FY2025 totaled $1,925,486, with Christopher Ensey receiving $1,140,020 (including $1,137,499 in stock awards).
- Board and management underwent a complete restructuring in December 2025: Parker Scott appointed CEO, Robert Steele moved to CFO, three new independent directors appointed, and three prior directors resigned.
- Related party transaction: IRTH Communications, LLC (owned by former director Robert Haag) received $105,000 in FY2025 and 60,000 stock options for investor relations services.
- A prior SC 13D filing (May 28, 2026) by American Ventures LLC and affiliates (Eric Newman, Kyle Wool, Anthony Hayes) indicates activist stake, though no proxy fight has been announced.
Financial Impact
CEO Parker Scott received $4.2M in equity compensation; total director compensation was $1.9M. Audit fees rose from $70,000 (FY2024) to $121,734 (FY2025). The reverse split, if implemented, would reduce outstanding shares from 47.1M to between 23.6M and 1.9M, but authorized shares remain at 250M, increasing unissued shares.
Risk Factors
- Reverse split may not achieve or sustain Nasdaq minimum bid price compliance.
- Activist investors (SC 13D filed May 2026) could push for board changes or strategic alternatives.
- CEO compensation ($4.2M equity grant) is highly dilutive relative to current market cap; 1.25M shares vesting over 3 years adds overhang.
- Related party transactions with former director's firm (IRTH Communications) raise governance concerns.
Investment Themes
Documents Analyzed
This report is based on 4 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| DEF 14A Filing (Primary) | 0001493152-26-047170 |
| Document: 0001493152-26-047170-index-headers.html | 0001493152-26-047170 |
| Document: 0001493152-26-047170-index.html | 0001493152-26-047170 |
| Document: 0001493152-26-047170.txt | 0001493152-26-047170 |
Track record builds as more directional reports settle.
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 15, 2026 12d ago | DEFA14A | $1.43 | awaiting T+20 | — | $1.21 (−15.38%) |
Oct 15, 2026 12d ago | DEF 14A | $1.43 | awaiting T+20 | — | $1.21 (−15.38%) |
Oct 14, 2026 13d ago | 8-K | $1.54 | awaiting T+20 | — | $1.21 (−21.43%) |
Aug 31, 2026 8w ago | 8-K | $2.22 $1.78 | ▼ −20.05% | ▼ −19.86% | $1.21 (−45.50%) |
Aug 24, 2026 9w ago | 8-K | $2.92 $2.07 | ▼ −29.11% | ▼ −30.42% | $1.21 (−58.56%) |
Aug 12, 2026 10w ago | Press Release | $1.92 $2.02 | ▼ −5.21% | ▼ −6.96% | $1.21 (+36.98%) |
May 14, 2026 23w ago | 8-K | $2.26 $2.15 | ▼ −4.87% | ▼ −6.99% | $1.21 (−46.46%) |
May 14, 2026 23w ago | Press Release | $2.26 $2.15 | ▼ −4.87% | ▼ −6.99% | $1.21 (−46.46%) |
Apr 13, 2026 28w ago | 8-K | $2.40 $2.39 | ▼ −0.42% | ▼ −6.71% | $1.21 (−49.58%) |
Apr 13, 2026 28w ago | Press Release | $2.40 $2.39 | ▼ −0.42% | ▼ −6.71% | $1.21 (−49.58%) |
US Market Status
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