Data Storage Corp (NASDAQ: DTST) plans tender offer for 6,192,990 shares

Rhea-AI Filing Summary

Data Storage Corporation announced that it intends to begin a cash tender offer to purchase up to 6,192,990 shares of its common stock at $5.20 per share, for a maximum aggregate purchase price of up to $32,203,548, less any applicable withholding taxes and without interest.

The company stated that the tender offer has not yet commenced and will be made only pursuant to an Offer to Purchase and related documents that will be sent to stockholders and filed with the SEC. Stockholders are urged to read those materials carefully and in their entirety when they become available, because they will contain important information about the terms and conditions of the tender offer.

Insights

Corporate Actions Analyst

Issuer plans cash tender offer for up to 6,192,990 shares at $5.20.

Data Storage Corporation disclosed an intended cash tender offer to purchase up to 6,192,990 shares of its common stock at $5.20 per share, for a maximum aggregate purchase price of $32,203,548. The company indicates that it intends to commence the tender offer on December 8, 2025, while also specifying that the tender offer has not yet formally commenced.

The disclosure explains that the actual offer will be made only through an Offer to Purchase and related documents that will be sent to stockholders and filed with the SEC. The final impact of this action will depend on how many shares are tendered and accepted within the stated limits of the offer.

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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): December 8, 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 8, 2025, the Company issued a press release announcing that the Company intends to commence, on December 8, 2025, a tender offer to purchase for cash up to 6,192,990 shares of its Common Stock at a purchase price of $5.20 per sshare, less any applicable withholding taxes and without interest for an aggregate purchase price of up to $32,203,548.

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 tender offer described in this Current Report on Form 8-K and in Exhibit 99.1 has not yet commenced. 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 will send to its stockholders once the tender offer has commenced. Stockholders of the Company are urged to read these materials when they become available, 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.

Upon commencement of the tender offer, the Company will file the Offer to Purchase and other related documents with the SEC, and, when available, investors may obtain them for free from the SEC at its website (www.sec.gov) or free of charge from the Company as described in Exhibit 99.1.

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 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 8, 2025	DATA STORAGE CORPORATION
	By:	/s/ Charles M. Piluso
	Name:	Charles M. Piluso
	Title:	Chief Executive Officer

FAQ

What corporate action did Data Storage Corporation (DTST) disclose?

Data Storage Corporation disclosed that it intends to commence a cash tender offer to purchase up to 6,192,990 shares of its common stock at $5.20 per share.

How many DTST shares are included in the planned tender offer?

The planned tender offer covers up to 6,192,990 shares of Data Storage Corporation's common stock.

What price will Data Storage Corporation pay in the tender offer?

The company plans to pay $5.20 per share in cash, less any applicable withholding taxes and without interest, for shares tendered and accepted.

What is the maximum total amount Data Storage Corporation may spend in the tender offer?

The maximum aggregate purchase price for the tender offer is up to $32,203,548, based on the stated share cap and price.

Has the Data Storage Corporation tender offer started yet?

No. The company states that the tender offer described has not yet commenced. It will begin only after the Offer to Purchase and related documents are made available.

Where can DTST stockholders obtain the tender offer documents?

Once available, stockholders can obtain the Offer to Purchase and related documents free of charge from the SEC's website (www.sec.gov) or from the company as described in the press release attached as Exhibit 99.1.