8-K/A
Data Storage Corp (DTST)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
(Amendment No. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
January 14, 2026
DATA
STORAGE CORPORATION
(Exact name of registrant as specified in its charter)
(Former Name of Registrant)
| Nevada | 001-35384 | 98-0530147 |
|---|---|---|
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification Number) |
244 5th Avenue, Second Floor, Suite2821
New York,New York 10001
(Address of principal executive offices) (zip code)
212-564-4922
(Registrant’s telephone number, including area code)
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-4(c) under the Exchange Act (17 CFR 240.13e-4(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 Stock, par value $0.001 per share | DTST | The Nasdaq Capital Market |
| Warrants 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. ☐
Explanatory
Note
This Amendment No. 1 to Form 8-K amends the Current Report on Form 8-K filed with the Securities and Exchange Commission on January 16, 2026 to correct a typographical error related to the number of shares tendered by Mr. Schwartz due to a clerical error.
Item 8.01. Other Events.
On January 15, 2026, the Company issued the attached press release. Pursuant to the previously announced tender offer as described in the Offer to Purchase included in the Company’s Schedule TO as filed on December 8, 2025 and as amended, the Company purchased 5,625,129 shares of the Company’s common stock for an aggregate purchase price of $29,250,670.80, leaving the Company with 2,167,138 shares of common stock outstanding and approximately $10 million of cash on hand.
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 | 895,876 |
The press release attached hereto as Exhibit 99.1 is for informational purposes only.
The Company has filed the Offer to Purchase and other related documents with the SEC, and investors may obtain them for free from the SEC at its website (www.sec.gov) or free of charge from the Company.
Item 9.01 Financial Statements and Exhibits.
The following exhibits are furnished with this Current Report on Form 8-K:
| ExhibitNumber | Exhibit Description |
|---|---|
| 99.1 | Press Release |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within in the inline 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: January 16, 2026 | DATA STORAGE CORPORATION | |
|---|---|---|
| By: | /s/ Charles M. Piluso | |
| Name: | Charles M. Piluso | |
| Title: | Chief Executive Officer |
EXHIBIT 99.1
Data Storage Corporation Announces Final Resultsof Tender Offer
Company Retires Approximately 72% of OutstandingShares 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-lookingstatements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, that are intended to be coveredby 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-lookingstatements. Statements preceded by, followed by or that otherwise include the words “believes,” “expects,” “anticipates,”“intends,” “projects,” “estimates,” “plans” and similar expressions or future or conditionalverbs such as “will,” “should,” “would,” “may” and “could” are generally forward-lookingin nature and not historical facts, although not all forward-looking statements include the foregoing. Although the Company believes thatthe expectations reflected in such forward-looking statements are reasonable, it can provide no assurance that such expectations willprove to have been correct. These forward-looking statements are based on management’s expectations and assumptions as of the dateof 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, recurringrevenue, established customer bases, and clear paths to scale—particularly in areas such as GPU Infrastructure, AI-driven softwareapplications, cybersecurity, and telecommunications; and the approach being transformational for the Company over time. Important factorsthat 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, establishedcustomer 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 statementsincluded in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, subsequent Quarterly Reports on Form10-Q and Current Reports on Form 8-K filed with the Securities and Exchange Commission. Any forward-looking statement speaks only as ofthe date on which it was initially made. Except as required by law, the Company assumes no obligation to update or revise any forward-lookingstatements, whether as a result of new information, future events, changed circumstances or otherwise.
Contact:
Crescendo Communications, LLC
212-671-1020
DTST@crescendo-ir.com