Filing Analysis
Data Storage Corporation issued an 8-K to announce the release of its financial results for the quarter ended June 30, 2026. The filing serves as a formal notification that earnings information has been made public via a press release.
📋 Key Facts
- The company released financial information for the quarter ending June 30, 2026.
- The announcement was made on August 14, 2026.
- Financial results were disseminated via a press release (Exhibit 99.1).
Data Storage Corp (DTST) entered into a new Equity Distribution Agreement with Maxim Group LLC on May 26, 2026, to facilitate 'at-the-market' (ATM) offerings of common stock.
🚩 Red Flags
- Potential for significant shareholder dilution through the issuance of up to $10.6 million in new shares via the ATM facility.
📋 Key Facts
- Agreement dated May 26, 2026, with Maxim Group LLC as the sales agent.
- The offering relates to a shelf registration statement (Form S-3, File 333-280881) for up to $10.6 million in common stock.
- Maxim Group LLC will receive a commission of 2.5% of the aggregate gross proceeds from each sale.
- Company will reimburse Maxim for expenses up to $25,000 plus $2,500 for legal fees on each Bringdown Date.
- The company is not obligated to sell shares, and no assurance is given regarding price or timing.
Data Storage Corporation issued a press release on May 15, 2026, announcing its financial results for the first quarter ended March 31, 2026. The filing serves as a standard furnishing of quarterly performance data under Item 2.02.
📋 Key Facts
- The company reported financial results for the quarter ended March 31, 2026.
- The press release was issued and the 8-K was filed on May 15, 2026.
- Information in Item 2.02 and Exhibit 99.1 is furnished and not deemed 'filed' for purposes of Section 18 of the Exchange Act.
- The filing includes a press release as Exhibit 99.1.
Data Storage Corporation (DTST) furnished a press release on April 14, 2026, announcing its financial results for the fiscal year ended December 31, 2025.
📋 Key Facts
- The report was filed on April 14, 2026, regarding the fiscal year ended December 31, 2025.
- The filing was made under Item 2.02 (Results of Operations and Financial Condition).
- A press release containing the financial information was included as Exhibit 99.1.
- The information is furnished and not deemed 'filed' for purposes of Section 18 of the Exchange Act.
Data Storage Corporation announced the resignation of its President, Harold Schwartz, effective February 12, 2026. Additionally, the company amended employment agreements for its CEO and CFO, including significant performance-based equity incentives tied to acquisitions and market capitalization milestones.
🚩 Red Flags
- Incentive structures for the CEO are heavily weighted toward rapid acquisitions ($3M TTM revenue targets) and a 'reverse merger,' which can sometimes be associated with speculative shell company activity.
- Significant severance obligations: Termination without cause results in base salary for the remainder of the term plus accelerated equity.
📋 Key Facts
- President Harold Schwartz resigned on Feb 12, 2026, due to his position with an acquiror of a divested entity; no disagreement reported.
- CEO Charles M. Piluso received a 2025 bonus consisting of cash and 160,600 RSUs vesting May 20, 2026.
- Amended employment agreements for CEO and CFO effective Jan 1, 2026, with three-year initial terms.
- CEO Piluso granted 250,000 stock options and 60,000 RSUs vesting in three tranches through May 20, 2029.
- CEO incentive includes PSUs tied to achieving $3M TTM revenue acquisitions and market cap milestones of $30M, $60M, and $90M.
- CEO Piluso is eligible for a $100,000 cash bonus per $3M TTM revenue acquisition and $250,000 upon completion of a reverse merger.
This is an Amendment No. 1 to a Form 8-K filed to correct a typographical error regarding the number of shares tendered by Mr. Schwartz in a recent tender offer. The filing confirms the completion of a significant share repurchase program that drastically reduced the company's outstanding float.
🚩 Red Flags
- Extreme reduction in float: The company has only ~2.17M shares outstanding, which may lead to extreme volatility and liquidity issues.
- Significant cash outflow: Spent ~$29.25M on a repurchase, leaving the company with $10M in cash.
📋 Key Facts
- Amendment corrects a clerical error related to shares tendered by Harold Schwartz.
- The Company purchased 5,625,129 shares of common stock for an aggregate price of $29,250,670.80.
- Post-tender offer outstanding shares: 2,167,138 shares.
- Cash on hand following the transaction: approximately $10 million.
- The tender offer was part of a Schedule TO filed on December 8, 2025.
Data Storage Corp completed a massive share repurchase via tender offer, reducing outstanding shares from ~7.8 million to approximately 2.16 million. The transaction involved $29.25 million in cash, leaving the company with roughly $10 million in liquidity.
🚩 Red Flags
- Significant liquidity drain: The company spent $29.25M to buy back shares, leaving only $10M in cash.
- Concentrated insider selling/exit: Multiple directors and officers tendered significant portions of their holdings (e.g., Kempster and Piluso), which can signal a lack of confidence in future upside or a desire to exit the company.
📋 Key Facts
- Purchased 5,625,129 shares of common stock for an aggregate price of $29,250,670.80.
- Post-tender outstanding shares: approximately 2,167,138.
- Remaining cash on hand: approximately $10 million.
- Directors and officers participated in the tender offer (e.g., Thomas Kempster tendered 881,472 shares; Charles Piluso tendered 865,841 shares).
- The transaction was part of a tender offer originally announced on December 8, 2025.
Data Storage Corp (DTST) has announced a tender offer to its stockholders, as indicated by the filing of an Offer to Purchase and related documents. The company is soliciting stockholder participation in a transaction involving common stock.
🚩 Red Flags
- Tender offers in micro-cap companies can often signal a restructuring, a change in control, or an attempt by major shareholders to exit positions, which may impact liquidity and share price volatility.
📋 Key Facts
- The company issued a press release on December 23, 2025, regarding a tender offer (Exhibit 99.1).
- The filing references an 'Offer to Purchase' and other related documents filed with the SEC.
- The transaction is intended to be made to existing stockholders of the company.
Data Storage Corp (DTST) has announced a tender offer to its stockholders, as indicated by the filing of an Offer to Purchase. The company is soliciting stockholder participation in what appears to be a structured capital or liquidity event.
🚩 Red Flags
- Tender offers in micro-cap companies can sometimes be used to facilitate rapid changes in control or to provide liquidity for insiders/major holders at the expense of minority shareholders.
- Complexity of tender offer terms often requires deep due diligence into the 'Offer to Purchase' documents not fully detailed in this summary 8-K.
📋 Key Facts
- Date of report: December 18, 2025
- The company has filed an 'Offer to Purchase' and related documents with the SEC.
- The filing includes a press release (Exhibit 99.1) regarding the tender offer.
- The offering is directed toward existing stockholders of DTST.
Data Storage Corp (DTST) announced its intention to launch a cash tender offer to repurchase up to 6,192,990 shares of common stock. The offer is priced at $5.20 per share for an aggregate maximum value of approximately $32.2 million.
🚩 Red Flags
- Large cash outlay ($32.2M) may impact liquidity depending on company's current cash position (not specified in this 8-K).
📋 Key Facts
- Company intends to commence a tender offer on December 8, 2025.
- Target volume: Up to 6,192,990 shares of Common Stock.
- Offer price: $5.20 per share (cash).
- Aggregate maximum purchase price: $32,203,548.
- The filing includes a press release as Exhibit 99.1 regarding the intent.
Data Storage Corporation issued a press release containing financial results for the quarter ended September 30, 2025. This is a routine disclosure of quarterly operational and financial performance.
📋 Key Facts
- The filing reports on results of operations and financial condition for the quarter ended September 30, 2025.
- The company issued a press release (Exhibit 99.1) to accompany these results.
- The report was filed on November 19, 2025.
Data Storage Corporation has repurchased July 2021 warrants for an aggregate amount of $2,049,388. The repurchase was triggered by a fundamental transaction provision following the sale of the company's cloud solutions business on September 11, 2025.
🚩 Red Flags
- The repurchase was triggered by a 'fundamental transaction' (sale of a business unit), indicating significant structural changes in the company.
📋 Key Facts
- Repurchase total: $2,049,388
- Warrants repurchased: July 2021 Warrants
- Shares associated with warrants: 858,750 shares of common stock
- Trigger event: Sale of cloud solutions business on September 11, 2025
- Repurchase deadline: October 13, 2025
Data Storage Corporation has completed the divestiture of substantially all its assets, including its cloud solutions business, for a base purchase price of $40 million. Following this transaction, the company's primary remaining operating subsidiary is Nexxis, Inc., which reported only $1.1 million in sales for FY2024.
🚩 Red Flags
- Sale of substantially all assets leaves the company as a shell or with minimal operations (Nexxis, Inc. only generated $1.1M in FY2024).
- Significant post-closing adjustments related to Closing Date Debt and Net Working Capital could impact final proceeds.
- The company is transitioning from a cloud solutions provider to a much smaller entity focused on telecommunications/data access.
📋 Key Facts
- Consummated the sale of substantially all assets (the 'Divestiture') on September 11, 2025.
- Base Purchase Price is $40 million, subject to a $1.5 million escrow and post-closing adjustments for debt and net working capital.
- The Divestiture includes the sale of CloudFirst Technologies Corporation and its subsidiary CloudFirst Europe Ltd.
- Post-divestiture, the company's only remaining operating subsidiary is Nexxis, Inc., which had $1.1 million in sales for FY2024.
- Stockholders approved the Divestiture at the 2025 Annual Meeting held on September 10, 2025.
Data Storage Corp is issuing supplemental disclosures regarding a proposed divestiture of its cloud solutions business following demands from shareholders for more transparency. The company is defending the $40 million sale price against claims that it omitted material financial metrics in its original proxy statement.
🚩 Red Flags
- Active shareholder opposition and demands for supplemental disclosures regarding material information.
- Potential litigation risk related to the sufficiency of proxy statement disclosures.
- The divestiture involves 'substantially all' of the company's assets, which fundamentally changes the nature of the entity.
📋 Key Facts
- The company plans to vote on the 'Divestiture Proposal' at a meeting scheduled for September 10, 2025.
- The divestiture involves selling substantially all assets, including CloudFirst Technologies Corporation and CloudFirst Europe Ltd.
- Shareholders sent letters (dated Aug 14, 18, and 27, 2025) demanding more information on financial multiples used in the valuation analysis.
- The company is voluntarily providing supplemental disclosures to avoid potential litigation costs/distractions, while denying any legal requirement to do so.
- Financial advisor Cassel Salpeter & Co., LLC applied LTM EBITDA multiples of 6.0x-7.0x for the business valuation.
Data Storage Corporation (DTST) filed an 8-K to announce the release of its financial results for the quarter ended June 30, 2025. The filing serves as a formal announcement of the earnings press release issued on August 14, 2025.
📋 Key Facts
- The company released financial information for the quarter ended June 30, 2025.
- The report was filed on August 14, 2025.
- The filing includes a press release as Exhibit 99.1.
Data Storage Corporation has entered into a definitive agreement to sell substantially all of its assets, including its cloud solutions business, for a base purchase price of $40 million. Following the divestiture, the company will cease being an operating entity in its current form, retaining only a small telecommunications subsidiary (Nexxis, Inc.) that generated $1.1 million in sales in 2024.
🚩 Red Flags
- Divestiture of substantially all assets effectively leaves the company as a shell or holding entity.
- The remaining operating subsidiary (Nexxis, Inc.) has significantly lower revenue ($1.1M in 2024) compared to the divested business.
- Transaction is subject to shareholder approval and various closing conditions including employee retention (85% requirement).
📋 Key Facts
- Agreement entered into on July 11, 2025, with Total Server Solutions Holdings, LLC.
- The transaction involves the sale of substantially all assets via a contribution to a new subsidiary (NewCo).
- Base Purchase Price is $40 million, subject to adjustments for debt and net working capital.
- An escrow amount of $1.5 million ($1M indemnity, $500k adjustment) will be held by PNC Bank.
- The transaction is subject to shareholder approval at the 2025 Annual Meeting.
- Closing must occur on or before November 8, 2025 (the 'Outside Date').
- A termination fee of $1.2 million is applicable to both parties under specific conditions.
Data Storage Corporation (DTST) has filed an 8-K to announce the release of its financial results for the quarter ended March 31, 2025. The filing serves as a formal notification that earnings information is being furnished via a press release.
📋 Key Facts
- The company issued a press release on May 15, 2025, containing financial information for the quarter ended March 31, 2025.
- The filing was signed by CEO Charles M. Piluso.
- The report is filed under Item 2.02 (Results of Operations and Financial Condition).
Data Storage Corporation announced the scheduling of its 2025 Annual Meeting of Stockholders for July 31, 2025. The filing also establishes revised deadlines for stockholder proposals and director nominations.
📋 Key Facts
- 2025 Annual Meeting scheduled for July 31, 2025.
- Record date for voting eligibility is the close of business on June 3, 2025.
- Deadline for Rule 14a-8 stockholder proposals to be included in proxy materials is May 2, 2025.
- Deadline for director nominations or other non-Rule 14a-8 proposals is May 2, 2025.
- Universal proxy rule compliance: stockholders soliciting proxies for nominees other than the company's must provide notice by June 1, 2025.
Data Storage Corporation issued an 8-K to announce the release of its financial results for the fiscal year ended December 31, 2024. The filing serves as a formal announcement of the press release containing these results.
📋 Key Facts
- The company released financial information for the fiscal year ended December 31, 2024.
- The announcement was made via a press release issued on March 31, 2025.
- The filing includes Exhibit 99.1 containing the full press release.
Data Storage Corporation (DTST) filed an 8-K to announce the release of its financial results for the fiscal quarter ended September 30, 2024.
📋 Key Facts
- The filing is a standard announcement of quarterly earnings results under Item 2.02.
- Financial information was released via press release on November 14, 2024.
- The reporting period covers the fiscal quarter ended September 30, 2024.
Data Storage Corporation announced that four key executives entered into Rule 10b5-1 trading plans to sell common stock. The purpose of these sales is to cover income tax obligations related to restricted stock unit awards.
🚩 Red Flags
- Insider selling activity (though mitigated by the use of 10b5-1 plans and specific tax-related purpose).
📋 Key Facts
- Four executives (CEO, CFO, President, and EVP) entered into 10b5-1 selling plans on September 12, 2024.
- The plans are intended to cover income tax obligations for RSUs from the 2021 Stock Incentive Plan.
- Charles Piluso (CEO) is authorized to sell up to 8,967 shares.
- Chris Panagiotakos (CFO) is authorized to sell up to 6,072 shares.
- Harold Schwartz (President) and Thomas Kempster (EVP) are authorized to sell up to 5,299 shares each.
- The trading period for these plans runs from September 12, 2024, through April 15, 2025.
Data Storage Corporation (DTST) filed an 8-K to announce the release of its financial results for the fiscal quarter ended June 30, 2024. The filing serves as a formal notification that earnings information has been made public via a press release.
📋 Key Facts
- Company released financial information for the fiscal quarter ending June 30, 2024.
- The announcement was made via a press release issued on August 14, 2024.
- Financial results are attached as Exhibit 99.1 to the filing.
Data Storage Corporation entered into an Equity Distribution Agreement with Maxim Group LLC to facilitate 'at the market' (ATM) offerings of common stock. The agreement allows for the potential sale of up to 10,600,000 shares over a 12-month period.
🚩 Red Flags
- Potential for significant shareholder dilution due to the capacity to issue up to 10.6 million new shares.
- ATM offerings are often used by micro-cap companies to raise immediate working capital, which can put downward pressure on the stock price.
📋 Key Facts
- Entered into Equity Distribution Agreement with Maxim Group LLC on July 18, 2024.
- The agreement enables 'at the market' (ATM) offerings of common stock via Maxim Group LLC.
- Maxim Group LLC will receive a 2.5% commission on aggregate gross proceeds.
- Company to reimburse Maxim for expenses up to $50,000.
- The offering is linked to a Registration Statement on Form S-3 filed July 18, 2024.
- The ATM Prospectus relates to the offering of up to 10,600,000 shares.
Data Storage Corporation held its 2024 Annual Meeting of Stockholders on June 20, 2024. Shareholders approved an amendment to the 2021 Stock Incentive Plan and elected several directors.
🚩 Red Flags
- None identified in this filing.
📋 Key Facts
- The 2024 Annual Meeting was held on June 20, 2024.
- Stockholders approved increasing the number of shares available under the 2021 Stock Incentive Plan by an additional 1,000,000 shares (totaling 2,075,000 shares).
- Ten directors were elected to the Board of Directors.
- The company ratified the selection of its independent registered public accounting firm.
- Shareholders approved executive compensation on a non-binding advisory basis.
Data Storage Corporation (DTST) filed an 8-K to announce the release of its financial results for the fiscal quarter ended March 31, 2024. The filing serves as a vehicle to attach the quarterly press release via Exhibit 99.1.
📋 Key Facts
- The company released financial information for the fiscal quarter ended March 31, 2024.
- Filing date is May 15, 2024.
- The report was signed by CEO Charles M. Piluso.
Data Storage Corporation amended its bylaws to change the quorum requirements for stockholder meetings. The amendment establishes that a quorum is now met when holders of 33.3% of outstanding voting stock are present in person or by proxy.
🚩 Red Flags
- Lowering quorum requirements can sometimes be used to facilitate corporate actions with less shareholder participation, though 33.3% is a standard threshold for many micro-cap companies.
📋 Key Facts
- Board of Directors adopted resolutions on May 3, 2024, to amend the Company's Bylaws.
- The amendment changes quorum requirements for stockholder meetings.
- A quorum now requires the presence (in person or by proxy) of 33.3% of outstanding voting stock.
Data Storage Corporation has regained compliance with Nasdaq's Audit Committee independence requirements following the appointment of Nancy M. Stallone to its Board and Audit Committee. The company reports that Nasdaq considers this specific delisting matter closed.
🚩 Red Flags
- Previous non-compliance with Nasdaq Listing Rule 5605(c)(2) (Audit Committee independence).
📋 Key Facts
- The Company received a Notification Letter from Nasdaq regarding potential non-compliance with Listing Rule 5605(c)(2).
- Compliance was achieved via the appointment of Nancy M. Stallone, CPA, to the Board of Directors and Audit Committee.
- Nasdaq has determined the company now meets the requirement for an audit committee of at least three independent members.
- The matter regarding this specific compliance issue is officially closed by Nasdaq staff.
Data Storage Corporation issued an 8-K to announce the release of financial information for the fiscal year ended December 31, 2023. The filing serves as a formal notification that a press release containing these results was issued on March 28, 2024.
📋 Key Facts
- The company released financial results for the fiscal year ending December 31, 2023.
- The announcement was made via a press release dated March 28, 2024.
- Information provided under Item 2.02 is not considered 'filed' for purposes of Section 18 of the Exchange Act.
Data Storage Corporation entered into a sublease agreement for office space in Melville, NY, effective March 25, 2024. The agreement involves Sentinel Benefits Group and runs through October 30, 2029.
🚩 Red Flags
- Long-term lease commitment (over 5 years) creates a fixed operational expense obligation.
📋 Key Facts
- Sublease Agreement effective date: March 25, 2024
- Term: April 1, 2024, to October 30, 2029
- Annual minimum rent: $143,173.00
- Monthly installment amount: $11,931.08
- Parties involved: Sentinel Benefits Group, LLC and Sentinel Benefits Group, Inc.
Data Storage Corporation announced the appointment of two new directors, Nancy M. Stallone and Uwayne A. Mitchell, to its Board of Directors effective March 5, 2024.
📋 Key Facts
- Nancy M. Stallone, CPA, appointed as Director and Audit Committee member (financial expert).
- Uwayne A. Mitchell, Esq., appointed as Director.
- Ms. Stallone brings extensive financial leadership experience from Comtech Telecommunications Corp and Deloitte & Touche LLP.
- Mr. Mitchell has a background in privacy law at Riskonnect Inc and GEICO; he is also a former employee of the company (2005-2009).
- Both appointees will receive standard non-employee director compensation.
Data Storage Corp is in non-compliance with Nasdaq listing standards regarding audit committee composition following the death of director Joseph B. Hoffman. The company has been granted a cure period to appoint a new independent director before June 27, 2024, to avoid delisting.
🚩 Red Flags
- Delisting notice/non-compliance with Nasdaq listing standards
- Loss of key director (Joseph B. Hoffman) who chaired the Compensation Committee and sat on Audit/Nominating committees
- Potential for delisting if a replacement is not seated and documented by June 27, 2024
📋 Key Facts
- Nasdaq notified the company on January 18, 2024, of non-compliance with Rule 5605(c)(2)(A).
- The Audit Committee currently has only two members; Nasdaq requires a minimum of three.
- The company is in a cure period until June 27, 2024 (if the 2024 Annual Meeting is held on June 20, 2024).
- Failure to regain compliance by the deadline may result in delisting and an appeal process via a Hearings Panel.
- The Board intends to fill the vacancy within the next few weeks.
Data Storage Corporation announced the appointment of Clifford Stein to its Board of Directors on January 12, 2024. The filing also references a recent press release regarding the merger of two subsidiaries, Flagship Solutions Group and CloudFirst.
📋 Key Facts
- Clifford Stein appointed to the Board of Directors on January 12, 2024.
- Mr. Stein is the CEO of Savitar Realty Advisors and an attorney with extensive experience in real estate advisory and receivership.
- The company announced a merger between subsidiaries Flagship Solutions Group and CloudFirst on January 16, 2024.
- The purpose of the subsidiary merger is to streamline operations and achieve economies of scale.
Data Storage Corporation notified Nasdaq that it is currently in non-compliance with listing standards due to the passing of director Joseph B. Hoffman, which left the Audit Committee with only two members.
🚩 Red Flags
- Delisting notice: Failure to satisfy Nasdaq listing standards regarding Audit Committee composition.
- Potential for temporary suspension of trading if a replacement is not appointed promptly.
📋 Key Facts
- The company's Audit Committee currently consists of only two members.
- Nasdaq Rule 5605(c)(2)(A) requires a minimum of three members for the Audit Committee.
- Mr. Joseph B. Hoffman, who served as Chair of the Compensation Committee and a member of the Audit and Nominating/Governance Committees, has passed away.
- The Board intends to fill the vacancy within the next few weeks to regain compliance.