8-K
Data Storage Corp (DTST)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): November 19, 2025
DATA
STORAGE CORPORATION
(Exact name of registrant as specified in its charter)
| Nevada | 001-35384 | 98-0530147 |
|---|---|---|
| (State<br> or other jurisdiction of incorporation) | (Commission<br> File Number) | (IRS<br> Employer Identification No.) |
2445th Avenue, 2nd Floor, Suite 2821
NewYork, New York 10001
(Address of principal executive offices) (Zip Code)
(212)564-4922
(Registrant’s telephone number, including area code)
225
Broadhollow Road, Suite 307
Melville,
New York 11747
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4I under the Exchange Act (17 CFR 240.13I(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common<br> Stock, par value $0.001 per share | DTST | The Nasdaq Capital Market |
| Warrants<br> to purchase shares of Common Stock, par value $0.001 per share | DTSTW | The Nasdaq Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
☐ Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02. Results of Operations and FinancialCondition.
On November 19, 2025, Data Storage Corporation, a Nevada corporation (the “Company”), issued a press release that included financial information for its quarter ended September 30, 2025. A copy of the press release is attached as Exhibit 99.1 to this Report on Form 8-K.
The information contained in this Item 2.02, including Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information contained in this Item 2.02 and in the press release attached as Exhibit 99.1 to this Current Report on Form 8-K shall not be incorporated by reference into any filing with the U.S. Securities and Exchange Commission made by the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits. |
|---|---|
| ExhibitNumber | Description |
| --- | --- |
| 99.1 | Press Release issued by Data Storage Corporation, dated November 19, 2025 |
| 104 | Cover Page Interactive Data File (embedded within the XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: November 19, 2025 | DATA STORAGE CORPORATION | |
|---|---|---|
| By: | /s/ Charles M. Piluso | |
| Name: | Charles M. Piluso | |
| Title: | Chief Executive Officer |
EXHIBIT 99.1
DTST Reports Q3 2025 Results Following TransformativeCloudFirst Sale
Transaction Unlocks Shareholder Value and RefocusesCompany on High-Growth AI, Cybersecurity, and Infrastructure Markets
Conference Call to be Held Today at 10:00 am ET
MELVILLE, N.Y., November 19, 2025 (GLOBE NEWSWIRE) — Data Storage Corporation (Nasdaq: DTST) (the “Company”), today provided a business update and reported financial results for the three months and nine months ended September 30, 2025.
Chuck Piluso, Chairman and Chief Executive Officer of Data Storage Corporation, commented, “This quarter represents a defining period for Data Storage Corporation as we completed the sale of our CloudFirst subsidiary and repositioned the Company for its next phase of disciplined growth. The CloudFirst sale was a transformative milestone that unlocked significant shareholder value and provided us with a solid financial foundation for the future. It allows us to simplify our structure, sharpen our focus, and redeploy capital toward initiatives that offer higher returns and long-term sustainability.”
“With this transaction behind us, we are executing from a position of strength. We now have the flexibility to strategically invest in high-growth areas where we believe we can build durable competitive advantages, including, but not limited to, GPU Infrastructure-as-a-Service (IaaS), AI-driven software applications, cybersecurity, and voice/data telecommunications. Our priority is to remain disciplined—both operationally and financially. We are committed to creating lasting value through prudent capital allocation, sound execution, and thoughtful innovation. Our Nexxis subsidiary continues to perform well, and we believe it provides a stable, recurring revenue base that supports our broader strategic objectives.”
“Looking forward, we intend to leverage our expertise, financial strength, and market position to identify opportunities that align with our core competencies and aim to build upon our history in data and communications infrastructure to deliver sustainable results and long-term shareholder value.”
Conference Call
The management will host a business update conference call today at 10:00 a.m. Eastern Time, to discuss the Company’s sale of its CloudFirst subsidiary as well as its strategic business outlook.
The conference call will be available via telephone by dialing toll-free 877-407-9219 for U.S. callers or for international callers +1-412-652-1274. A webcast of the call may be accessed at DTST Business Update Call or on the Company’s News & Events section of the website, www.dtst.com/news-events.
A webcast replay of the call will be available on the Company’s website (www.dtst.com/news-events) through May 19, 2026. A telephone replay of the call will be available approximately three hours following the call, through November 26, 2025, and can be accessed by dialing 877-660-6853 for U.S. callers or + 1-201-612-7415 for international callers and entering conference ID: 13757276.
About Data Storage Corporation
Data Storage Corporation (Nasdaq: DTST), once the tender offer is complete, plans to invest in and support businesses, including, but not limited to, GPU Infrastructure-as-a-Service (IaaS), 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 Actof 1995, as amended, that are intended to be covered by the safe harbor created thereby. Forward-looking statements are subject to risksand uncertainties that could cause actual results, performance or achievements to differ materially from any future results, performanceor achievements expressed or implied by such forward-looking statements. Statements preceded by, followed by or that otherwise includethe 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-lookingstatements include the foregoing. Although the Company believes that the expectations reflected in such forward-looking statements arereasonable, it can provide no assurance that such expectations will prove to have been correct. These forward-looking statements are basedon management’s expectations and assumptions as of the date of this press release and include statements regarding repositioningthe Company for its next phase of disciplined growth; the CloudFirst sale providing the Company with a solid financial foundation forthe future; allowing the Company to simplify its structure, sharpen its focus, and redeploy capital toward initiatives that offer higherreturns and long-term sustainability; executing from a position of strength; having the flexibility to strategically invest in high-growthareas where the Company can build durable competitive advantages, including, but not limited to, GPU Infrastructure-as-a-Service (IaaS),AI-driven software applications, cybersecurity, and voice/data telecommunications; remaining disciplined both operationally and financially;creating lasting value through prudent capital allocation, sound execution, and thoughtful innovation; the Company’s Nexxis subsidiaryproviding a stable, recurring revenue base that supports its broader strategic objectives; leveraging the Company’s expertise, financialstrength, and market position to identify opportunities that align with its core competencies; and aiming to build upon the Company’shistory in data and communications infrastructure to deliver sustainable results and long-term shareholder value. Important factors thatcould cause actual results to differ materially from current expectations include the Company’s ability to redeploy capital towardinitiatives that offer higher returns and long-term sustainability; the Company’s ability to strategically invest in high-growthareas where it can build durable competitive advantages; the Company’s ability to create lasting value through prudent capital allocation,sound execution, and thoughtful innovation; the Company ability to operate Nexxis as a stable, recurring revenue base that supports broaderstrategic objectives; the Company’s ability to leverage its expertise, financial strength, and market position to identify opportunitiesthat align with its core competencies; and the Company’s ability to build upon its history in data and communications infrastructureto deliver sustainable results and long-term shareholder value.. These risks should not be construed as exhaustive and should be readtogether 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. Anyforward-looking statement speaks only as of the date on which it was initially made. Except as required by law, the Company assumes noobligation to update or revise any forward-looking statements, whether as a result of new information, future events, changed circumstancesor otherwise.
**Contact:**Crescendo Communications, LLC
212-671-1020
DTST@crescendo-ir.com
DATA STORAGE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
| December 31, 2024 | |||||
|---|---|---|---|---|---|
| ASSETS | |||||
| Current Assets: | |||||
| Cash and cash equivalents | 284,714 | $ | 1,070,097 | ||
| Accounts receivable, net of allowance for expected credit losses of 648 and 767, respectively | 74,035 | 59,018 | |||
| Escrow funds receivable | 1,500,000 | — | |||
| Marketable securities | 45,471,979 | 11,261,006 | |||
| Prepaid expenses and other current assets | 127,778 | 118,538 | |||
| Current assets of discontinued operations | — | 2,907,404 | |||
| Total current assets | 47,458,506 | 15,416,063 | |||
| Property and equipment, net | 4,545 | 6,077 | |||
| Other long-term assets | 214,639 | 137,077 | |||
| Non-current assets of discontinued operations | — | 9,720,998 | |||
| Total assets | 47,677,690 | 25,280,215 | |||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||
| Current Liabilities: | |||||
| Accounts payable and accrued expenses | 708,993 | 588,590 | |||
| Warrant liability | 1,224,838 | — | |||
| Payable to purchaser of discontinued operations | 176,687 | — | |||
| Income taxes payable | 5,976,589 | — | |||
| Deferred tax liability - current | 326,951 | — | |||
| Current liabilities of discontinued operations | — | 2,957,559 | |||
| Total current liabilities | 8,414,058 | 3,546,149 | |||
| Deferred tax liability – long-term | — | 39,031 | |||
| Non-current liabilities of discontinued operations | — | 523,070 | |||
| Total long-term liabilities | — | 562,101 | |||
| Total liabilities | 8,414,058 | 4,108,250 | |||
| Commitments and contingencies (Note 7) | |||||
| Stockholders’ equity: | |||||
| Preferred stock, Series A par value 0.001; 10,000,000 shares authorized; 0 and 0 shares issued and outstanding in 2024 and 2023, respectively | — | — | |||
| Common stock, par value 0.001; 250,000,000 shares authorized; 7,465,306 and 7,045,108 shares issued and outstanding at September 30, 2025, and December 31, 2024, respectively | 7,466 | 7,045 | |||
| Additional paid in capital | 42,427,313 | 40,417,813 | |||
| Accumulated deficit | (2,912,547 | ) | (18,982,589 | ) | |
| Accumulated other comprehensive loss | (14,235 | ) | (23,214 | ) | |
| Total Data Storage Corp stockholders’ equity | 39,507,997 | 21,419,055 | |||
| Non-controlling interest in consolidated subsidiary | (244,365 | ) | (247,090 | ) | |
| Total stockholders’ equity | 39,263,632 | 21,171,965 | |||
| Total liabilities and stockholders’ equity | 47,677,690 | $ | 25,280,215 |
All values are in US Dollars.
DATA STORAGE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||||||
| Sales | $ | 416,956 | $ | 325,299 | $ | 1,057,651 | $ | 899,135 | ||||
| Cost of sales | 218,457 | 180,832 | 580,193 | 504,684 | ||||||||
| Gross Profit | 198,499 | 144,467 | 477,458 | 394,451 | ||||||||
| Selling, general and administrative | 1,296,974 | 984,099 | 3,242,833 | 2,867,140 | ||||||||
| Loss from operations | (1,098,475 | ) | (839,632 | ) | (2,765,375 | ) | (2,472,689 | ) | ||||
| Interest income | 193,347 | 160,770 | 417,520 | 456,580 | ||||||||
| Loss from continuing operations before income taxes | (905,128 | ) | (678,862 | ) | (2,347,855 | ) | (2,016,109 | ) | ||||
| Provision (benefit) for income taxes | (1,034,683 | ) | — | (1,034,683 | ) | — | ||||||
| Loss from continuing operations, net of tax | 129,555 | (678,862 | ) | (1,313,172 | ) | (2,016,109 | ) | |||||
| Income (loss) from discontinued operations, net of tax | (822,503 | ) | 802,388 | (85,351 | ) | 2,238,934 | ||||||
| Gain on sale of discontinued operation, net of tax | 17,471,290 | — | 17,471,290 | — | ||||||||
| Net income from discontinued operations | 16,648,787 | 802,388 | 17,385,939 | 2,238,934 | ||||||||
| Net income | 16,778,342 | 123,526 | 16,072,767 | 222,825 | ||||||||
| Income (loss) in non-controlling interest of consolidated subsidiary | (66 | ) | (1,129 | ) | (3,462 | ) | 12,434 | |||||
| Net income attributable to common stockholders | $ | 16,778,276 | $ | 122,397 | $ | 16,069,305 | $ | 235,259 | ||||
| Loss per share from continuing operations – basic | $ | 0.02 | $ | (0.10 | ) | $ | (0.18 | ) | $ | (0.29 | ) | |
| Loss per share from continuing operations – diluted | $ | 0.02 | $ | (0.10 | ) | $ | (0.18 | ) | $ | (0.29 | ) | |
| Earnings per share from discontinued operations - basic | $ | 2.28 | $ | 0.11 | $ | 2.42 | $ | 0.32 | ||||
| Earnings per share from discontinued operations - diluted | $ | 2.19 | $ | 0.11 | $ | 2.32 | $ | 0.31 | ||||
| Earnings per share attributable to common stockholders – basic* | $ | 2.30 | $ | 0.02 | $ | 2.24 | $ | 0.03 | ||||
| Earnings per share attributable to common stockholders – diluted* | $ | 2.20 | $ | 0.02 | $ | 2.15 | $ | 0.03 | ||||
| Weighted average number of shares - basic | 7,293,644 | 6,999,447 | 7,177,691 | 6,918,253 | ||||||||
| Weighted average number of shares - diluted | 7,613,606 | 7,405,664 | 7,482,791 | 7,334,763 |
*Earnings per share may not add due to rounding
DATA STORAGE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASHFLOWS
(Unaudited)
| Nine Months Ended September 30, | ||||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| Cash Flows from Operating Activities: | ||||||
| Loss from continuing operations | $ | (1,313,172 | ) | $ | (2,016,109 | ) |
| Net income from discontinued operations | 17,385,939 | 2,238,934 | ||||
| Adjustments to reconcile net income to net cash provided by (used in) operating activities: | ||||||
| Gain on sale of discontinued operations | (17,471,290 | ) | — | |||
| Depreciation and amortization | 1,660 | 1,215 | ||||
| Stock based compensation | 1,005,830 | 564,800 | ||||
| Provision for credit losses | 6,512 | 577 | ||||
| Changes in Assets and Liabilities: | ||||||
| Accounts receivable | (21,529 | ) | (12,502 | ) | ||
| Prepaid expenses and other assets | (86,802 | ) | (165,714 | ) | ||
| Accounts payable and accrued expenses | 296,345 | (9,645 | ) | |||
| Income taxes payable | (1,066,307 | ) | — | |||
| Changes in assets and liabilities of discontinued operations | 706,991 | (48,966 | ) | |||
| Net cash provided by (used in) operating activities | (555,823 | ) | 552,590 | |||
| Cash Flows from Investing Activities: | ||||||
| Capital expenditures | (128 | ) | (2,149 | ) | ||
| Net proceeds from sale of discontinued operation | 35,634,291 | — | ||||
| Purchase of marketable securities | (38,485,795 | ) | (456,573 | ) | ||
| Sale of marketable securities | 4,274,822 | 400,000 | ||||
| Cash used in investing activities of discontinued operations | (787,129 | ) | (1,113,859 | ) | ||
| Net cash provided by (used in) investing activities | 636,061 | (1,172,581 | ) | |||
| Cash Flows from Financing Activities: | ||||||
| Payment for settlement of warrants | (1,236,825 | ) | — | |||
| Proceeds from stock option exercises | 412,774 | 88,732 | ||||
| Cash used in financing activities of discontinued operations | (51,520 | ) | (383,753 | ) | ||
| Net cash used in financing activities | (875,571 | ) | (295,021 | ) | ||
| Effect of exchange rate changes on cash | 9,950 | — | ||||
| Decrease in cash and cash equivalents | (785,383 | ) | (915,012 | ) | ||
| Cash and cash equivalents, beginning of period | 1,070,097 | 1,428,730 | ||||
| Cash and cash equivalents, end of period | $ | 284,714 | $ | 513,718 | ||
| Supplemental cash flow disclosures: | ||||||
| Cash paid for interest | $ | — | $ | — | ||
| Cash paid for income taxes | $ | — | $ | — |