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): December
23, 2025
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, Suite 2821
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. ☐
Item 8.01. Other Events.
On December 23, 2025, the Company issued the attached press release.
The press release attached hereto as Exhibit 99.1 is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell securities. The solicitation of offers to buy shares of Common Stock will only be made pursuant to an Offer to Purchase and other related documents that the Company has sent to its stockholders. Stockholders of the Company are urged to read these materials, as well as any other relevant documents filed with the SEC when they become available, carefully and in their entirety because they will contain important information, including the terms and conditions of the tender offer. Those materials will be distributed by the Company to the Company’s stockholders at no expense to them.
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:
| Exhibit Number | Exhibit Description |
|---|---|
| 99.1 | Press Release |
| 104 | Cover<br> 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: December 23, 2025 | DATA STORAGE CORPORATION | |
|---|---|---|
| By: | /s/ Charles M. Piluso | |
| Name: | Charles M. Piluso | |
| Title: | Chief Executive Officer |
Exhibit 99.1
Data Storage Corporation Extends Expiration Time of Offer to Purchase
MELVILLE, N.Y., December 23, 2025 (GLOBE NEWSWIRE)— Data Storage Corporation (Nasdaq: DTST) (“Data Storage” or the “Company”), today announced that it will extend the Expiration Time for its Offer to Purchase. The Offer to Purchase shall be extended from January 7, 2026 to January 12, 2026. The Company will file an Amendment No. 2 to its Schedule TO with the Securities and Exchange Commission solely to extend the expiration date of the Tender Offer to 12:00 Midnight at the end of the day, New York City Time on Monday, January 12, 2026, unless the Offer is extended (such date and Time, as they may be extended (the “Expiration Time”) or earlier terminated.
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. Once the tender offer is complete, DTST 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-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 filing an Amendment No. 2 to the Company’s Schedule TO with the Securitiesand Exchange Commission; and building sustainable, recurring revenue streams while maintaining financial discipline and strategic focus.Important factors that could cause actual results to differ materially from current expectations include the Company’s ability tocomplete the Tender Offer process as expected; and the Company’s ability to build sustainable, recurring revenue streams while maintainingfinancial discipline and strategic focus. These risks should not be construed as exhaustive and should be read together with the othercautionary statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, subsequent QuarterlyReports on Form 10-Q and Current Reports on Form 8-K filed with the Securities and Exchange Commission. Any forward-looking statementspeaks only as of the date on which it was initially made. Except as required by law, the Company assumes no obligation to update or reviseany forward-looking statements, whether as a result of new information, future events, changed circumstances or otherwise.
Additional Information
The press release is neither an offer to purchasenor a solicitation of an offer to sell securities. The Offer for the shares of Common Stock described in this press release is describedin a tender offer statement on Schedule TO the Company filed with the Securities and Exchange Commission (“SEC”) on December8, 2025, as amended on December 18, 2025 and today.
THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) CONTAIN IMPORTANT INFORMATION. HOLDERS OF SHARES OF THE COMPANY’S COMMON STOCK ARE URGED TO READ THESE DOCUMENTS CAREFULLY (AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME) BECAUSE THEY CONTAIN IMPORTANT INFORMATION THAT HOLDERS OF SHARES OF THE COMPANY’S COMMON STOCK SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SHARES.
The Offer to Purchase, the related Letter of Transmittal and certain other tender offer documents have been made available to all holders of shares of the Company’s Common Stock at no expense to them. The tender offer materials are available for free at the SEC’s website at www.sec.gov or by accessing the Investor Relations section of the Company’s website at www.dtst.com.
Contact:
Crescendo Communications, LLC
212-671-1020
DTST@crescendo-ir.com