Data Storage Corp SC TO-I/A, filed Jan 16, 2026
Data Storage Corp (DTST)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
FINAL AMENDMENT
DATA STORAGE CORPORATION
(Names of Filing Persons (Issuer and Offeror))
COMMON STOCK, PAR VALUE $0.001 PER SHARE
(Title of Class of Securities)
23786R201
(CUSIP Number of Class of Securities)
Charles M. Piluso
Chief Executive Officer
Data Storage Corporation
244 5th Avenue, Second Floor, Suite 2821
New York, New York 10001
Telephone: (212) 564-4922
(Name, Address, and Telephone Numbers of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)
With copies to:
Leslie Marlow, Esq.
Kathleen A. Cunningham, Esq.
Blank Rome LLP
1271 Avenue of the Americas
New York, NY 10020
(212) 885-5000
☐ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the statement relates:
☐ third-party tender offer subject to Rule 14d-1.
☒ issuer tender offer subject to Rule 13e-4.
☐ going-private transaction subject to Rule 13e-3.
☐ amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results of the tender offer: ☒
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
☐ Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
☐ Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)
FINAL AMENDMENT
TO
SCHEDULE TO
This Final Amendment (“Final Amendment”) relates to and amends and supplements the Tender Offer Statement on Schedule TO (as amended, together with all exhibits including Exhibit (a)(1)(A)) (the “Schedule TO”) originally filed by Data Storage Corporation (the “Company”) with the Securities and Exchange Commission (the “SEC”) on December 8, 2025, as amended by Amendment No. 1 filed with the SEC on December 18, 2025 and Amendment No. 2 filed with the SEC on December 23, 2025 relating to the offer by the Company to purchase up to 6,192,990 shares of its common stock, par value $0.001 per share (the “Shares”), at a price of $5.20 per Share (the “Purchase Price”), in cash, less any applicable withholding taxes and without interest. The Company’s offer was made upon the terms and subject to the conditions set forth in the Offer to Purchase, dated December 8, 2025 and the related Letter of Transmittal, copies of which were previously filed as exhibits to the Schedule TO (which together, as amended or supplemented from time to time, constitute the “Offer”).
This Final Amendment is being filed to amend and supplement the Schedule TO. Except as amended hereby to the extent specifically provided herein, all terms of the Offer and all other disclosures set forth in the Schedule TO and the exhibits thereto remain unchanged and are hereby expressly incorporated into this Amendment by reference. Capitalized terms used and not otherwise defined in this Final Amendment shall have the meanings assigned to such terms in the Schedule TO.
This Final Amendment is being filed to report the results of the Offer and is intended to satisfy the reporting requirements of Rule 13e-4(c)(4) promulgated under the Securities Exchange Act of 1934, as amended. All information in the Offer and the Schedule TO is expressly incorporated by reference herein.
The following information is provided pursuant to Rule 13e-4(c)(4):
| ● | The Company has received the final results of the Offer, which expired at 12:00 Midnight at the end of the day, New York City Time on Monday, January 12, 2026. | |
| ● | 5,625,129 Shares were validly tendered and not properly withdrawn prior to the expiration of the Offer. | |
| ● | On January 14, 2026, the Company determined that all conditions to the Offer were satisfied and accepted for purchase 100% of the Shares that were validly tendered and not properly withdrawn prior to the expiration of the Offer at the Purchase Price, resulting in an aggregate purchase price of $29,250,670.80. | |
| ● | The Company wired payment for the Shares to the Depositary for the Offer on January 14, 2026. | |
| ● | The Depositary will promptly pay for all of the Shares accepted for purchase in accordance with the terms and conditions of the tender offer. |
Item 8. Interest of Securities of the Subject Company
Item 8(b) of the Schedule TO is hereby amended and supplemented by adding the following text:
On December 11, 2025, Todd Correll exercised options to purchase 20,627 shares of common stock, of which 10,471 shares were sold in the open market to satisfy tax withholding obligations and 10,156 shares were withheld from issuance to cover the exercise price of the options exercised.
On December 12, 2025, Matthew Grover exercised options to purchase 20,627 shares of common stock, of which 10, 202 shares were withheld from issuance to cover the exercise price of the options exercised.
On December 10, 2025, Thomas Kempster sold 6,846 shares in open market sales to satisfy tax withholding obligations.
On December 11, 2025, Lawrence Maglione exercised options to purchase 24,167 shares of common stock of which 21,529 shares were sold in open market sales to satisfy tax withholding obligations and 11,631 shares were withheld from issuance to cover the exercise price of options exercised.
On December 10, 2025, Charles Piluso sold 20,089 shares in open market sales to satisfy tax withholding obligations.
On December 16, 2025, Harold Schwartz exercised options to purchase 36,823 shares of common stock.
On January 14, 2026 the Company’s directors and officers tendered the following number of Shares beneficially owned in connection with the Offer:
| John Argen | 57,207 | |||
| Todd Correll | 0 | |||
| Matthew Grover | 43,340 | |||
| Thomas Kempster | 881,472 | |||
| Lawrence Maglione | 24,752 | |||
| Uwayne Mitchell | 11,248 | |||
| Charles Piluso | 865,841 | |||
| Nancy Stallone | 11,248 | |||
| Clifford Stein | 280,850 | |||
| Harold Schwartz | 815,876 |
ITEM 11. ADDITIONAL INFORMATION
Item 11 is hereby amended and supplemented as follows:
On January 15, 2026, the Company issued a press release announcing the final results of the tender offer. A copy of such press release is filed as Exhibit (a)(8) to this Schedule TO and is incorporated herein by reference.
ITEM 12 EXHIBITS
Item 12 of the Schedule TO is hereby amended and restated as follows:
Exhibit
* filed herewith
**previously filed
SIGNATURE
After due 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.
| Date: January 16, 2026 | ||
| DATA STORAGE CORPORATION | ||
| By: | /s/ Charles M. Piluso | |
| Name: Charles M. Piluso | ||
| Title: Chief Executive Officer | ||
EXHIBIT A8
Data Storage Corporation Announces Final Results of Tender Offer
Company Retires Approximately 72% of Outstanding Shares and Maintains Cash to Execute Disciplined, Transformational M&A Strategy
New York, N.Y., January 15, 2026 (GLOBE NEWSWIRE) — Data Storage Corporation (Nasdaq: DTST) (“Data Storage” or the “Company”), today announced the final results of its previously announced tender offer to acquire up to 6,192,990 shares of the Company’s common stock, par value $0.001 per share, at a price of $5.20 per share in cash, less any applicable withholding taxes and without interest. The tender offer expired at 12:00 midnight on January 12, 2026, and was funded entirely through the Company’s cash on hand.
With the completion of the tender offer, Data Storage has streamlined its capital structure while maintaining a strong balance sheet and liquidity to support future strategic initiatives.
Chuck Piluso, Chairman and Chief Executive Officer of Data Storage, commented, “With the tender offer complete, our focus is on execution and the road ahead. With over $10 million in cash on our balance sheet, we believe we are well positioned to pursue a highly disciplined acquisition strategy. We are actively evaluating strategic opportunities that support our growth plan, centered on thoughtful consolidation across technology-enabled services. Our strategy prioritizes businesses with recurring revenue, high margins, established customer bases, and clear paths to scale—particularly in areas such as GPU type environments, AI-driven software applications, cybersecurity, and telecommunications. We believe this approach has the potential to be transformative for the Company over time.”
In accordance with the terms and conditions of the tender offer, based on the final count, Data Storage Corporation accepted for purchase 5,625,129 shares of common stock at a purchase price of $5.20 per share, for an aggregate cost of $29,250,970.80, excluding fees, any excise taxes, and expenses relating to the tender offer. The shares accepted for purchase represent approximately 72.0% of the total number of shares of common stock outstanding as of December 8, 2025. Following payment for the tendered shares, Data Storage Corporation has 2,167,138 shares of common stock outstanding. After completing the tender offer and related payments, the Company retains over $10 million in cash.
For all questions relating to the tender offer, please contact Broadridge Corporate Issuer Solutions, LLC, 51 Mercedes Way, Attn: BCIS IWS, Edgewood, NY 11717, (855) 793-5068, Email: shareholder@broadridge.com
About Data Storage Corporation
Data Storage Corporation (Nasdaq: DTST), through its subsidiary today, Nexxis, Inc., provides Voice over Internet Protocol (“VoIP”)/Unified Communications and dedicated internet connectivity as part of DTST’s one-stop solution set. In the future, DTST plans to invest in and support businesses, including, but not limited to, GPU Infrastructure, AI-driven software applications, cybersecurity, and voice/data telecommunications. The Company’s mission is to build sustainable, recurring revenue streams while maintaining financial discipline and strategic focus. For more information, visit www.dtst.com.
Safe Harbor Provision
This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, that are intended to be covered by the safe harbor created thereby. Forward-looking statements are subject to risks and uncertainties that could cause actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements. Statements preceded by, followed by or that otherwise include the words “believes,” “expects,” “anticipates,” “intends,” “projects,” “estimates,” “plans” and similar expressions or future or conditional verbs such as “will,” “should,” “would,” “may” and “could” are generally forward-looking in nature and not historical facts, although not all forward-looking statements include the foregoing. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, it can provide no assurance that such expectations will prove to have been correct. These forward-looking statements are based on management’s expectations and assumptions as of the date of this press release and include statements regarding the Company being well positioned to pursue a highly disciplined acquisition strategy; the Company executing its strategy; the Company acquiring and supporting technology-enabled service businesses with high margins, recurring revenue, established customer bases, and clear paths to scale—particularly in areas such as GPU Infrastructure, AI-driven software applications, cybersecurity, and telecommunications; and the approach being transformational for the Company over time. Important factors that could cause actual results to differ materially from current expectations include the Company’s ability to execute its strategy; and the Company’s ability to acquire and support technology-enabled service businesses with high margins, recurring revenue, established customer bases, and clear paths to scale—particularly in areas such as GPU Infrastructure, AI-driven software applications, cybersecurity, and telecommunications. These risks should not be construed as exhaustive and should be read together with the other cautionary statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with the Securities and Exchange Commission. Any forward-looking statement speaks only as of the date on which it was initially made. Except as required by law, the Company assumes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, changed circumstances or otherwise.
Contact:
Crescendo Communications, LLC
212-671-1020
DTST@crescendo-ir.com