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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): February
9, 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 5.02. Departure of
Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
2025 Annual Bonus for
Chief Executive Officer
On February 9, 2026, the Board of Directors (the “Board”) of Data
Storage Corporation (the “Company”) approved the issuance to Charles M. Piluso, the Company’s Chief Executive Officer,
of an annual bonus for the fiscal year ended December 31, 2025, consisting of a cash payment within the limits set forth in his then current
employment agreement for annual cash bonuses, and a discretionary equity award of 160,600 restricted stock units, which will vest in full
on May 20, 2026.
Amendments to Executive
Employment Agreements
The Company previously entered
into employment agreements, dated March 28, 2023, with each of Charles M. Piluso, the Company’s Chief Executive Officer, and Chris
Panagiotakos, the Company’s Chief Financial Officer, as amended on January 1, 2024 (as amended, the “Original Employment Agreements”).
On February 13, 2026, the Company entered into amendments to the Original Employment Agreements (the Original Employment Agreements, as
amended, are referred to as “Amended Employment Agreements”) with each of Charles M. Piluso and Chris Panagiotakos (each,
an “Executive”), in accordance with the recommendation of the Compensation Committee of the Board and as approved by the Board.
The Amended Employment Agreements are effective as of January 1, 2026 for an initial term of three years (the “Extended Term”),
which Extended Term shall automatically be extended for successive one-year terms unless the Company or the Executive gives 90 days written
notice of its intention not to renew prior to the expiration of the then current term (the “Employment Term”).
The pertinent terms and conditions
of the respective Amended Employment Agreement for Mr. Piluso and Mr. Panagiotakos are summarized below.
Base Salary
Mr. Piluso will receive an
annual base salary of $275,000 per year during the Employment Term.
Mr. Panagiotakos will receive
an annual base salary of $270,000 per year during the Employment Term.
Equity Compensation
Upon execution of the Amended Employment Agreement by the Company and Mr.
Piluso, pursuant to the terms thereof, Mr. Piluso received one-time equity awards pursuant to the Company’s 2021 Stock Incentive
Plan, as amended and restated (the “Incentive Plan”), consisting of 250,000 stock options and 60,000 restricted stock units
(“RSUs”), which stock options and RSUs will vest one-third on each of May 20, 2027, May 20, 2028, and May 20, 2029. Upon the
Company’s consummation of the acquisition of an entity that has $3,000,000 in trailing twelve months (“TTM”) revenue,
Mr. Piluso will also receive 30,000 vested performance stock units (“PSUs”) pursuant to the Incentive Plan. He will also receive
three grants of 75,000 PSUs (up to an aggregate of 225,000 PSUs), which awards will vest upon the Company’s market capitalization
reaching each of: (i) $30 million, (ii) $60 million and (iii) $90 million for a period of twenty (20) trading days.
Upon execution of the Amended Employment Agreement by the Company and Mr.
Panagiotakos, pursuant to the terms thereof, Mr. Panagiotakos received one-time equity awards pursuant to the Incentive Plan, consisting
of 125,000 stock options and 60,000 RSUs, which stock options and RSUs will vest one-third on each of May 20, 2027, May 20, 2028, and
May 20, 2029.
Bonus Plans
Mr. Piluso is eligible for an annual cash bonus ranging from 0% to 200% of
his annual base salary, with a target of 100%, for each calendar year during the Employment Term. He will also receive a one-time cash
bonus of $100,000 for each completed acquisition of an entity that has $3,000,000 in TTM revenue and a one-time cash bonus of $250,000
upon the completion of a reverse merger.
Mr. Panagiotakos is eligible
for an annual cash bonus ranging from 0% to 200% of his annual base salary, with a target of 50%, for each calendar year during the Employment
Term.
Termination Provisions
If the Executive’s
employment is terminated by the Company for Cause (as such term is defined in the Amended Employment Agreement), the Company is only required
to pay the Executive his base salary and accrued vacation through the last day of employment and all non-vested equity awards are automatically
forfeited. If the Executive is terminated due to death, disability or resigns without Good Reason (as such term is defined in the Amended
Employment Agreement), the Company is obligated to pay the Executive, in a single lump sum, his base salary and accrued vacation through
the last day of employment, as well as a pro rata portion of his applicable annual target bonus for the fiscal year in which termination
occurs, and, in the event of termination due to death or disability, the immediate vesting of all outstanding equity awards.
If the Executive is terminated,
prior to the expiration of the Extended Term, by the Company without Cause (and not due to death or disability) or by the Executive upon
resignation for Good Reason, the Executive is entitled to receive his base salary for the remainder of the Extended Term, the acceleration
of all outstanding equity awards, and a one-time severance payment equal to one times the base salary he was receiving at the time of
termination, plus an amount equal to the pro rata portion of his last annual cash bonus he received. If the Executive is terminated by
the Company without Cause (and not due to death or disability) or upon resignation by the Executive for Good Reason within 24 months of
a Change in Control (as such term is defined Amended Employment Agreement), the Executive is entitled to receive his base salary for the
remainder of the Extended Term, the acceleration of all outstanding equity awards, and a one-time lump sum severance payment equal to
one times the base salary he was receiving at the time of termination, plus an amount equal to the last annual cash bonus he received,
irrespective of whether the Extended Term has expired at the time of the Change in Control. All severance payments are conditioned upon
the execution of a general release by the Executive.
Resignation of Executive
Officer
On February 12, 2026, Harold
Schwartz submitted his resignation as President of the Company, effective immediately in light of his position with the acquiror of the
divested entity. Mr. Schwartz’s resignation is not the result of any disagreement with the Company on any matter relating to the
Company’s financials, operations, policies, or practices.
Item 9.01 Financial Statements and Exhibits.
The following
exhibits are furnished with this Current Report on Form 8-K:
Exhibit
Number |
|
Exhibit Description |
| 10.1 |
|
Employment Agreement Amendment between Data Storage Corporation and Charles M. Piluso, dated February 13, 2026 |
| 10.2 |
|
Employment Agreement Amendment between Data Storage Corporation and Chris Panagiotakos, dated February 13, 2026 |
| 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: February 13, 2026 |
DATA STORAGE CORPORATION |
| |
|
|
| |
By: |
/s/ Charles M. Piluso |
| |
Name: |
Charles M. Piluso |
| |
Title: |
Chief Executive Officer |
