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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): April
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, 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 2.02. Results of
Operations and Financial Condition.
On April 14, 2026, Data Storage
Corporation, a Nevada corporation (the “Company”), issued a press release that included financial information for its fiscal
year ended December 31, 2025. A copy of the press release is attached as Exhibit 99.1 to this Current 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.
Exhibit
Number |
|
Description |
| 99.1 |
|
Press Release issued by Data Storage Corporation, dated April 14, 2026 |
| 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: April 14, 2026 |
DATA STORAGE CORPORATION |
| |
|
|
| |
By: |
/s/ Charles M. Piluso |
| |
Name: |
Charles M. Piluso |
| |
Title: |
Chief Executive Officer |
EXHIBIT 99.1
Data Storage Corporation Reports Fiscal Year 2025
Results; Completes $40 Million
CloudFirst Divestiture, Returns $29.3 Million to Shareholders Via Tender Offer, and Reports Record
Net
Income of $19.2 Million
Company enters 2026 debt-free with over $10 million
in capital, Nexxis operations
growing 13.4% with 44.4% gross margins, and a goal of pursuing opportunities in high-growth
technology sectors
Conference Call to be Held Today at 11:00 am ET
New York, N.Y., April 14, 2026 (GLOBE NEWSWIRE) —
Data Storage Corporation (Nasdaq: DTST) (“DTST” and the “Company”), today announced financial results for the
fiscal year ended December 31, 2025, and provided a business update.
Business Highlights:
| ● | Completed $40 million CloudFirst divestiture, generating approximately $31.6 million in net proceeds
and a $20.1 million net gain on discontinued operations |
| ● | Returned $29.3 million to shareholders through a tender offer at $5.20 per share, reducing shares
outstanding by approximately 72% of the total shares outstanding as of December 8, 2025 |
| ● | Delivered record net income of $19.2 million, primarily attributable to the CloudFirst sale |
| ● | Strengthened capital structure, exiting 2025 debt-free with over $10 million in cash and
significant financial flexibility |
| ● | Positioned for M&A, JV, and organic driven growth with a goal of pursuing accretive opportunities |
DTST has emerged as a streamlined, Nasdaq-listed platform
with capital, operational discipline, and strategic flexibility to pursue value-accretive acquisitions. The Company is actively evaluating
opportunities in billion-dollar markets, including but not limited to AI-enabled vertical SaaS and GPU infrastructure, cybersecurity and
SOC-related solutions, and scalable technology services with recurring revenue models. DTST’s strategy is centered on disciplined
capital allocation, targeting high-growth and high-margin businesses where it can accelerate scale and enhance long-term shareholder value.
DTST continues to operate Nexxis Inc. (“Nexxis”),
today its core business, which provides a stable and growing operating foundation. Revenue from continuing operations totaled $1.4 million,
up 13.4% year over year, with gross profit of $614,324 and gross margin expanding to 44.4% from 43.2% in the prior year. Nexxis also improved
customer diversification, with no customer representing more than 10% of revenue.
With its strengthened balance sheet and available
capital, the Company is rapidly advancing initiatives targeting emerging AI infrastructure opportunities within enterprise technology.
These efforts reflect the Company’s focus on aligning capital deployment with large, evolving market needs and evaluating multiple
strategic pathways for execution. The Company expects to provide near-term updates as these initiatives progress.
“2025 was the most consequential year in Data
Storage Corporation’s history,” said Chuck Piluso, Chief Executive Officer. “We monetized a legacy asset, returned the
majority of proceeds to shareholders who tendered their shares, and repositioned DTST as a clean, well-capitalized platform focused on
growth. We are now focused on deploying capital into high-quality businesses where we can drive scale, expand margins, and create long-term
shareholder value. Importantly, we have already identified a number of highly attractive and actionable opportunities that we believe
have the potential to create significant value for the Company, and we are working aggressively to advance these initiatives. We look
forward to providing meaningful updates in the near term as these initiatives continue to develop.”
Conference Call
Management will host a business update call today
at 11:00 a.m. Eastern Time, to discuss the Company’s financial results for the 2025 fiscal year which ended December 31, 2025, as
well as corporate progress and other developments.
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 October 14, 2026. A telephone replay of the call will be available approximately
three hours following the call, through April 21, 2026, 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: 13759995.
About Data Storage Corporation
Data Storage Corporation (Nasdaq: DTST), through its
subsidiary today, Nexxis, provides Voice over Internet Protocol (“VoIP”), Internet access, and data transport services 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 Statement
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 being positioned for M&A, JV, and organic driven growth; pursuing accretive
opportunities; the Company executing opportunities it is evaluating in billion-dollar markets, including but not limited to AI-enabled
vertical SaaS and GPU infrastructure, cybersecurity and SOC-related solutions, and scalable technology services with
recurring revenue
models; the Company targeting high-growth and high-margin businesses where it can accelerate scale and enhance long-term shareholder value;
Nexxis providing a stable and growing operating foundation for the Company; the Company rapidly advancing initiatives targeting emerging
AI infrastructure opportunities within enterprise technology; aligning capital deployment with large, evolving market needs and evaluating
multiple strategic pathways for execution; the Company expecting to provide near-term updates as these initiatives progress; deploying
capital into high-quality businesses where the Company can drive scale, expand margins, and create long-term shareholder value; the highly
attractive and actionable opportunities that the Company has identified having the potential to create significant value for the Company;
the Company’s advancement of these initiatives; the Company providing meaningful updates in the near term as these initiatives continue
to develop; the Company investing in and supporting businesses, including, but not limited to, GPU Infrastructure, AI-driven software
applications, cybersecurity, and voice/data telecommunications; the Company’s building sustainable, recurring revenue streams while
maintaining financial discipline and strategic focus, and are subject to a number of risks and uncertainties, many of which are difficult
to predict that could cause actual results to differ materially from current expectations and assumptions from those set forth or implied
by any forward-looking statements. Important factors that could cause actual results to differ materially from current expectations include
the Company executing opportunities it is evaluating in billion-dollar markets, including but not limited to AI-enabled vertical SaaS
and GPU infrastructure, cybersecurity and SOC-related solutions, and scalable technology services with recurring revenue models; the Company
accelerating scale and enhancing long-term shareholder value; Nexxis providing a stable and growing operating foundation for the Company;
the highly attractive and actionable opportunities that the Company has identified having the potential to create significant value for
the Company; the Company’s advancement of these initiatives; the Company building sustainable, recurring revenue streams while maintaining
financial discipline and strategic focus. 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, 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
| DATA STORAGE CORPORATION AND SUBSIDIARIES |
| CONSOLIDATED BALANCE SHEETS |
| |
|
December 31, 2025 |
|
December 31, 2024 |
| ASSETS |
|
|
|
|
|
|
|
|
| Current Assets: |
|
|
|
|
|
|
|
|
| Cash and cash equivalents |
|
$ |
1,989,354 |
|
|
$ |
1,070,097 |
|
| Accounts receivable, net of allowance for expected credit losses of $648 and $767 in 2025 and 2024, respectively |
|
|
34,605 |
|
|
|
59,018 |
|
| Escrow funds receivable |
|
|
1,500,000 |
|
|
|
— |
|
| Marketable securities |
|
|
39,004,124 |
|
|
|
11,261,006 |
|
| Prepaid expenses and other current assets |
|
|
98,843 |
|
|
|
118,538 |
|
| Current assets of discontinued operations |
|
|
— |
|
|
|
2,907,404 |
|
| Total current assets |
|
|
42,626,926 |
|
|
|
15,416,063 |
|
| |
|
|
|
|
|
|
|
|
| Property and equipment, net |
|
|
16,866 |
|
|
|
6,077 |
|
| Other long-term assets |
|
|
378,682 |
|
|
|
137,077 |
|
| Non-current assets of discontinued operations |
|
|
— |
|
|
|
9,720,998 |
|
| |
|
|
|
|
|
|
|
|
| Total assets |
|
$ |
43,022,474 |
|
|
$ |
25,280,215 |
|
| |
|
|
|
|
|
|
|
|
| LIABILITIES AND STOCKHOLDERS’ EQUITY |
|
|
|
|
|
|
|
|
| Current Liabilities: |
|
|
|
|
|
|
|
|
| Accounts payable and accrued expenses |
|
$ |
842,473 |
|
|
$ |
588,590 |
|
| Payable to purchaser of discontinued operations |
|
|
15,889 |
|
|
|
— |
|
| Income taxes payable |
|
|
1,166,315 |
|
|
|
— |
|
| Current liabilities of discontinued operations |
|
|
— |
|
|
|
2,957,559 |
|
| Total current liabilities |
|
|
2,024,677 |
|
|
|
3,546,149 |
|
| |
|
|
|
|
|
|
|
|
| Deferred tax liability - non-current |
|
|
312,334 |
|
|
|
39,031 |
|
| Non-current liabilities of discontinued operations |
|
|
— |
|
|
|
523,070 |
|
| Total long-term liabilities |
|
|
312,334 |
|
|
|
562,101 |
|
| |
|
|
|
|
|
|
|
|
| Total liabilities |
|
|
2,337,011 |
|
|
|
4,108,250 |
|
| |
|
|
|
|
|
|
|
|
| Commitments and contingencies (Note 8) |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
| Stockholders’ equity: |
|
|
|
|
|
|
|
|
| Preferred stock, par value $0.001; 10,000,000 shares authorized; 0 shares issued and outstanding at December 31, 2025 and 2024 |
|
|
— |
|
|
|
— |
|
| Common stock, par value $0.001; 250,000,000 shares authorized; 7,792,267 and 7,045,108 shares issued and outstanding at December 31, 2025 and 2024, respectively |
|
|
7,793 |
|
|
|
7,045 |
|
| Additional paid-in capital |
|
|
40,706,616 |
|
|
|
40,417,813 |
|
| Retained earnings (accumulated deficit) |
|
|
222,111 |
|
|
|
(18,982,589 |
) |
| Accumulated other comprehensive loss |
|
|
(14,235 |
) |
|
|
(23,214 |
) |
| Total Data Storage Corporation stockholders’ equity |
|
|
40,922,285 |
|
|
|
21,419,055 |
|
| Non-controlling interest in consolidated subsidiary |
|
|
(236,822 |
) |
|
|
(247,090 |
) |
| Total stockholders’ equity |
|
|
40,685,463 |
|
|
|
21,171,965 |
|
| Total liabilities and stockholders’ equity |
|
$ |
43,022,474 |
|
|
$ |
25,280,215 |
|
DATA STORAGE CORPORATION AND SUBSIDIARIES |
| CONSOLIDATED STATEMENTS OF OPERATIONS |
| |
|
Year Ended December 31, |
| |
|
2025 |
|
2024 |
| |
|
|
|
|
| Sales |
|
$ |
1,382,929 |
|
|
$ |
1,219,247 |
|
| Cost of sales |
|
|
768,605 |
|
|
|
691,998 |
|
| Gross profit |
|
|
614,324 |
|
|
|
527,249 |
|
| |
|
|
|
|
|
|
|
|
| Selling, general and administrative |
|
|
4,188,026 |
|
|
|
3,840,368 |
|
| Loss from operations |
|
|
(3,573,702 |
) |
|
|
(3,313,119 |
) |
| |
|
|
|
|
|
|
|
|
| Interest income |
|
|
850,371 |
|
|
|
592,819 |
|
| Loss from continuing operations before income taxes |
|
|
(2,723,331 |
) |
|
|
(2,720,300 |
) |
| |
|
|
|
|
|
|
|
|
| (Benefit) provision for income taxes |
|
|
(1,857,136 |
) |
|
|
39,031 |
|
| Loss from continuing operations, net of tax |
|
|
(866,195 |
) |
|
|
(2,759,331 |
) |
| (Loss) income from discontinued operations, net of tax |
|
|
(37,518 |
) |
|
|
3,272,403 |
|
| Gain on sale of discontinued operation, net of tax |
|
|
20,118,681 |
|
|
|
— |
|
| Income from discontinued operations, net of tax |
|
|
20,081,163 |
|
|
|
3,272,403 |
|
| Net income |
|
|
19,214,968 |
|
|
|
513,072 |
|
| (Income) loss in non-controlling interest of consolidated subsidiary |
|
|
(10,268 |
) |
|
|
10,142 |
|
| |
|
|
|
|
|
|
|
|
| Net income attributable to common stockholders |
|
$ |
19,204,700 |
|
|
$ |
523,214 |
|
| |
|
|
|
|
|
|
|
|
| Loss per share from continuing operations – basic |
|
$ |
(0.12 |
) |
|
$ |
(0.40 |
) |
| Loss per share from continuing operations – diluted |
|
$ |
(0.12 |
) |
|
$ |
(0.40 |
) |
| Earnings per share from discontinued operations – basic |
|
$ |
2.76 |
|
|
$ |
0.47 |
|
| Earnings per share from discontinued operations – diluted |
|
$ |
2.76 |
|
|
$ |
0.47 |
|
| Earnings per share attributable to common stockholders – basic |
|
$ |
2.64 |
|
|
$ |
0.08 |
|
| Earnings per share attributable to common stockholders – diluted |
|
$ |
2.64 |
|
|
$ |
0.08 |
|
| Weighted average number of shares – basic |
|
|
7,273,110 |
|
|
|
6,931,399 |
|
| Weighted average number of shares – diluted |
|
|
7,273,110 |
|
|
|
6,931,399 |
|
| DATA STORAGE CORPORATION AND SUBSIDIARIES |
| CONSOLIDATED STATEMENTS OF CASH FLOWS |
| |
|
Year Ended December 31, |
| |
|
2025 |
|
2024 |
| Cash Flows from Operating Activities: |
|
|
|
|
|
|
|
|
| Loss from continuing operations, net of tax |
|
$ |
(866,195 |
) |
|
$ |
(2,759,331 |
) |
| Net income from discontinued operations, net of tax |
|
|
20,081,163 |
|
|
|
3,272,403 |
|
| Adjustments to reconcile net income to net cash (used in) provided by operating activities: |
|
|
|
|
|
|
|
|
| Gain on sale of discontinued operations, net of tax |
|
|
(20,118,681 |
) |
|
|
— |
|
| Depreciation and amortization |
|
|
5,235 |
|
|
|
1,623 |
|
| Stock based compensation |
|
|
1,005,830 |
|
|
|
499,000 |
|
| Deferred taxes |
|
|
273,303 |
|
|
|
39,031 |
|
| Provision for credit losses |
|
|
6,512 |
|
|
|
601 |
|
| Changes in Assets and Liabilities: |
|
|
|
|
|
|
|
|
| Accounts receivable |
|
|
17,901 |
|
|
|
(29,467 |
) |
| Prepaid expenses and other assets |
|
|
83,697 |
|
|
|
(24,617 |
) |
| Accounts payable and accrued expenses |
|
|
238,242 |
|
|
|
618 |
|
| Income taxes payable |
|
|
(2,130,439 |
) |
|
|
— |
|
| Changes in assets and liabilities of discontinued operations |
|
|
(1,758,932 |
) |
|
|
740,228 |
|
| Net cash (used in) provided by operating activities |
|
|
(3,162,364 |
) |
|
|
1,740,089 |
|
| Cash Flows from Investing Activities: |
|
|
|
|
|
|
|
|
| Capital expenditures |
|
|
(16,024 |
) |
|
|
(2,149 |
) |
| Net proceeds from sale of discontinued operation |
|
|
35,566,460 |
|
|
|
— |
|
| Purchase of marketable securities |
|
|
(38,918,636 |
) |
|
|
(842,810 |
) |
| Sale of marketable securities |
|
|
11,175,518 |
|
|
|
900,000 |
|
| Equity investment |
|
|
(100,000 |
) |
|
|
— |
|
| Cash used in investing activities of discontinued operations |
|
|
(787,129 |
) |
|
|
(1,798,215 |
) |
| Net cash provided by (used in) investing activities |
|
|
6,920,189 |
|
|
|
(1,743,174 |
) |
| Cash Flows from Financing Activities: |
|
|
|
|
|
|
|
|
| Cash settlement of warrants |
|
|
(2,049,388 |
) |
|
|
— |
|
| Costs paid in connection with tender offer and other |
|
|
(205,607 |
) |
|
|
— |
|
| Proceeds from stock option exercises |
|
|
957,997 |
|
|
|
133,005 |
|
| Cash used in financing activities of discontinued operations |
|
|
(51,520 |
) |
|
|
(485,962 |
) |
| Net cash used in financing activities |
|
|
(1,348,518 |
) |
|
|
(352,957 |
) |
| |
|
|
|
|
|
|
|
|
| Effect of exchange rates on cash |
|
|
9,950 |
|
|
|
(2,591 |
) |
| |
|
|
|
|
|
|
|
|
| Increase (decrease) in cash and cash equivalents |
|
|
2,419,257 |
|
|
|
(358,633 |
) |
| |
|
|
|
|
|
|
|
|
| Cash and cash equivalents, beginning of year |
|
|
1,070,097 |
|
|
|
1,428,730 |
|
| |
|
|
|
|
|
|
|
|
| Cash and cash equivalents, end of year |
|
|
3,489,354 |
|
|
|
1,070,097 |
|
| |
|
|
|
|
|
|
|
|
| Reconciliation to consolidated balance sheets: |
|
|
|
|
|
|
|
|
| Cash and cash equivalents |
|
|
1,989,354 |
|
|
|
1,070,097 |
|
| Escrow funds receivable |
|
|
1,500,000 |
|
|
|
— |
|
| Cash, cash equivalents, and restricted cash |
|
|
3,489,354 |
|
|
|
1,070,097 |
|
| |
|
|
|
|
|
|
|
|
| Supplemental cash flow disclosures: |
|
|
|
|
|
|
|
|
| Cash paid for interest |
|
$ |
— |
|
|
$ |
23,549 |
|
| Cash paid for income taxes |
|
$ |
3,965,587 |
|
|
$ |
— |
|
| Non-cash investing and financing activities: |
|
|
|
|
|
|
|
|
| Reclassification of warrants from equity to liability |
|
$ |
2,461,663 |
|
|
$ |
— |
|
| Tender offer costs included in accounts payable and accrued expenses |
|
$ |
70,575 |
|
|
$ |
— |
|
| Assets acquired by operating lease related to discontinued operations |
|
$ |
— |
|
|
$ |
647,958 |
|
