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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): May
15, 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 May 15, 2026, Data Storage
Corporation, a Nevada corporation (the “Company”), issued a press release that included financial information for its quarter
ended March 31, 2026. A copy of the press release is attached as Exhibit 99.1 to this 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 May 15, 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: May 15, 2026 |
DATA STORAGE CORPORATION |
| |
|
|
| |
By: |
/s/ Charles M. Piluso |
| |
Name: |
Charles M. Piluso |
| |
Title: |
Chief Executive Officer |
EXHIBIT 99.1
Data Storage Corporation Provides First Quarter
2026 Business Update
Highlights Strategic Expansion into AI Continuity
Infrastructure for Regulated Industries
Conference Call to be Held Today at 11:00 am ET
New York, N.Y., May 15, 2026 (GLOBE NEWSWIRE) —
Data Storage Corporation (Nasdaq: DTST) (“DTST” and the “Company”), today provided a business update for the first
quarter ended March 31, 2026, highlighting the Company’s strategic initiatives focused on emerging AI infrastructure opportunities
and regulated enterprise continuity solutions.
Business Highlights:
| ● | Launching Sovereign AI Solutions (SaiS): Establishing a wholly owned subsidiary, Sovereign AI Solutions
(“SaiS”), focused on developing a purpose-built AI Continuity Control Plane for regulated industries designed to support recovery,
validation, and compliance for sovereign AI and AI Factory environments across sectors such as healthcare, financial services, and insurance. |
| ● | Strong Financial Position: Maintained strong financial position with no long-term debt and substantial
working capital. |
| ● | Stable Nexxis Operations: Continued stable recurring operations through Nexxis Inc.’s telecom,
internet access, VoIP, and SD-WAN services. |
| ● | Evaluation of Strategic Opportunities: Continuing to evaluate strategic partnerships, investments,
and acquisition opportunities that enhance shareholder value. |
Chuck Piluso, Chief Executive Officer of Data Storage Corporation, commented,
“During the first quarter, we continued executing our strategic transformation following the sale of our cloud solutions business
in 2025, with a focus on identifying large-scale infrastructure opportunities where we believe regulatory requirements and enterprise
AI adoption are creating meaningful long-term demand. As organizations increasingly deploy sovereign AI and AI Factory environments across
healthcare, financial services, and insurance sectors, we believe a significant infrastructure gap is emerging around AI recovery, resiliency,
validation, and compliance for mission-critical systems.”
“To address this opportunity, we are establishing Sovereign AI Solutions,
a wholly owned subsidiary focused on developing a purpose-built AI Continuity Control Plane designed for regulated industries. We believe
this initiative positions DTST to participate in a large and rapidly evolving market opportunity while leveraging our experience supporting
critical enterprise infrastructure environments.”
“At the same time, Nexxis continues to provide a stable recurring
revenue base through its telecom, VoIP, direct internet access, SD-WAN, and data transport services. During the first quarter of 2026,
sales from Nexxis increased 10.9% year over year, while gross profit increased 32.1% with gross margin expanding to 53.7% from 45.0% in
the prior year period. We believe these results reflect continued demand for our connectivity solutions, increased spending from existing
customers, and the operational foundation necessary to support our broader strategic initiatives.”
“Importantly, we are pursuing this strategy from a position of financial
strength. With no long-term debt, substantial working capital, disciplined capital deployment, and stable recurring operations, we believe
we are well positioned to advance our strategic initiatives while maintaining operational flexibility.”
“Looking ahead, we expect to continue advancing development initiatives
associated with SaiS throughout 2026 and anticipate providing additional commercial and operational updates as the platform progresses
toward potential customer engagements. We also continue evaluating complementary opportunities, including strategic partnerships, investments,
and acquisitions, that we believe may strengthen our long-term positioning while enhancing shareholder value.”
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 first quarter of 2026 which ended March 31, 2026,
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 November 15, 2026. A telephone replay of the call will be available approximately
three hours following the call, through May 22, 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: 13760358.
About Data Storage Corporation
Data Storage Corporation (Nasdaq: DTST), through its
subsidiary Nexxis Inc., provides VoIP, internet access, SD-WAN, and data transport services as part of its integrated technology solutions
platform. The Company is also pursuing strategic initiatives focused on AI continuity infrastructure for regulated industries, including
the planned establishment of Sovereign AI Solutions (“SaiS”), which is intended to support recovery, resiliency, and compliance
for sovereign AI and AI Factory environments.
DTST continues to evaluate strategic opportunities,
including potential investments, partnerships, acquisitions, and other transactions focused on AI infrastructure, cybersecurity, telecommunications,
and emerging enterprise technology markets. 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 establishing SaiS to develop a purpose-built AI Continuity Control Plane for regulated
industries to support recovery, validation, and compliance for sovereign AI and AI Factory environments across sectors such as healthcare,
financial services, and insurance; continuing to evaluate strategic partnerships, investments, and acquisition opportunities that enhance
shareholder value; identifying large-scale infrastructure opportunities where regulatory requirements and enterprise AI adoption will
create meaningful long-term demand; a significant infrastructure gap emerging around AI recovery, resiliency, validation, and compliance
for mission-critical systems; the SaiS initiative positioning the Company to participate in a large and rapidly evolving market opportunity
while leveraging its experience supporting critical enterprise infrastructure environments; Nexxis continuing to provide a stable recurring
revenue base through its telecom, VoIP, direct internet access, SD-WAN, and data transport services; first quarter results reflecting
continuing demand for the Company’s connectivity solutions and the operational foundation necessary to support its broader strategic
initiatives; being positioned to advance the Company’s strategic initiatives while maintaining operational flexibility; continuing
advancing development initiatives associated with SaiS throughout 2026; providing additional commercial and operational updates as the
platform progresses toward potential customer engagements; continuing to evaluate complementary opportunities, including strategic partnerships,
investments, and acquisitions, to strengthen the Company’s long-term positioning while enhancing shareholder value. While DTST believes
these forward-looking statements are reasonable, undue reliance should not be placed on any such forward-looking statements, which are
based on information available to it on the date of this release. These forward-looking statements 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, among others, the Company’s ability to identify strategic partnerships, investments,
and acquisition opportunities that enhance shareholder value; the Company’s ability to identify large-scale infrastructure opportunities
where regulatory requirements and enterprise AI adoption will create meaningful long-term demand; the Company’s ability to advance
development initiatives associated with SaiS and participate in the AI evolving market opportunity; the Company’s ability to use
the demand for its connectivity solutions as the operational foundation necessary to support its broader strategic initiatives; and the
Company’s ability to advance its strategic initiatives while maintaining operational flexibility. These risks should not be construed
as exhaustive and should be read together with the other cautionary statements included in the Company’s most recent 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
| CONSOLIDATED BALANCE SHEETS |
| | |
March 31, 2026 (Unaudited) | |
December 31, 2025 |
| ASSETS | |
| | | |
| | |
| Current Assets: | |
| | | |
| | |
| Cash and cash equivalents | |
$ | 114,622 | | |
$ | 1,989,354 | |
| Accounts receivable, net of allowance for expected credit losses of $648 at March 31, 2026 and December 31, 2025 | |
| 29,538 | | |
| 34,605 | |
| Escrow funds receivable | |
| 1,500,000 | | |
| 1,500,000 | |
| Marketable securities | |
| 9,571,837 | | |
| 39,004,124 | |
| Prepaid expenses and other current assets | |
| 398,789 | | |
| 98,843 | |
| Total current assets | |
| 11,614,786 | | |
| 42,626,926 | |
| | |
| | | |
| | |
| Property and equipment, net | |
| 16,715 | | |
| 16,866 | |
| Other long-term assets | |
| 121,945 | | |
| 378,682 | |
| | |
| | | |
| | |
| Total assets | |
$ | 11,753,446 | | |
$ | 43,022,474 | |
| | |
| | | |
| | |
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |
| | | |
| | |
| Current Liabilities: | |
| | | |
| | |
| Accounts payable and accrued expenses | |
$ | 562,399 | | |
$ | 842,473 | |
| Payable to purchaser of discontinued operations | |
| — | | |
| 15,889 | |
| Income taxes payable | |
| 434,685 | | |
| 1,166,315 | |
| Total current liabilities | |
| 997,084 | | |
| 2,024,677 | |
| | |
| | | |
| | |
| Deferred tax liability - non-current | |
| 86,445 | | |
| 312,334 | |
| Total long-term liabilities | |
| 86,445 | | |
| 312,334 | |
| | |
| | | |
| | |
| Total liabilities | |
| 1,083,529 | | |
| 2,337,011 | |
| | |
| | | |
| | |
| Commitments and contingencies (Note 8) | |
| | | |
| | |
| | |
| | | |
| | |
| Stockholders’ equity: | |
| | | |
| | |
| Preferred stock, par value $0.001; 10,000,000 shares authorized; 0 shares issued and outstanding at March 31, 2026 and December 31, 2025 | |
| — | | |
| — | |
| Common stock, par value $0.001; 250,000,000 shares authorized; 7,792,267 and 2,167,138 shares issued and outstanding at March 31, 2026, respectively; 7,792,267 shares issued and outstanding at December 31, 2025 | |
| 7,793 | | |
| 7,793 | |
| Treasury stock, at cost; 5,625,129 and 0 shares as of March 31, 2026 and December 31, 2025, respectively | |
| (29,821,464 | ) | |
| — | |
| Additional paid-in capital | |
| 41,117,566 | | |
| 40,706,616 | |
| Retained earnings (accumulated deficit) | |
| (409,161 | ) | |
| 222,111 | |
| Accumulated other comprehensive loss | |
| — | | |
| (14,235 | ) |
| Total Data Storage Corporation stockholders’ equity | |
| 10,894,734 | | |
| 40,922,285 | |
| Non-controlling interest in consolidated subsidiary | |
| (224,817 | ) | |
| (236,822 | ) |
| Total stockholders’ equity | |
| 10,669,917 | | |
| 40,685,463 | |
| Total liabilities and stockholders’ equity | |
$ | 11,753,446 | | |
$ | 43,022,474 | |
| | |
| | | |
| | |
| CONSOLIDATED STATEMENTS OF OPERATIONS |
| | |
Three Months Ended March 31, |
| | |
2026 | |
2025 |
| | |
| |
|
| Sales | |
$ | 346,707 | | |
$ | 312,744 | |
| Cost of sales | |
| 160,688 | | |
| 171,967 | |
| Gross profit | |
| 186,019 | | |
| 140,777 | |
| | |
| | | |
| | |
| Selling, general and administrative | |
| 1,472,113 | | |
| 856,915 | |
| Loss from operations | |
| (1,286,094 | ) | |
| (716,138 | ) |
| | |
| | | |
| | |
| Interest income | |
| 118,385 | | |
| 120,906 | |
| Other income | |
| 119,215 | | |
| — | |
| Loss from continuing operations before income taxes | |
| (1,048,494 | ) | |
| (595,232 | ) |
| | |
| | | |
| | |
| (Benefit) provision for income taxes | |
| (280,236 | ) | |
| — | |
| Loss from continuing operations, net of tax | |
| (768,258 | ) | |
| (595,232 | ) |
| Income from discontinued operations, net of tax | |
| — | | |
| 621,620 | |
| Gain on sale of discontinued operations, net of tax | |
| 148,991 | | |
| — | |
| Income from discontinued operations, net of tax | |
| 148,991 | | |
| 621,620 | |
| Net (loss) income | |
| (619,267 | ) | |
| 26,388 | |
| Less: net income attributable to non-controlling interest of consolidated subsidiary | |
| 12,005 | | |
| 2,310 | |
| | |
| | | |
| | |
| Net (loss) income attributable to common stockholders | |
$ | (631,272 | ) | |
$ | 24,078 | |
| | |
| | | |
| | |
| Loss per share from continuing operations – basic | |
$ | (0.25 | ) | |
$ | (0.08 | ) |
| Loss per share from continuing operations – diluted | |
$ | (0.25 | ) | |
$ | (0.08 | ) |
| (Loss) earnings per share from discontinued operations – basic | |
$ | (0.05 | ) | |
$ | 0.09 | |
| (Loss) earnings per share from discontinued operations – diluted | |
$ | (0.05 | ) | |
$ | 0.09 | |
| (Loss) earnings per share attributable to common stockholders – basic | |
$ | (0.20 | ) | |
$ | 0.00 | |
| (Loss) earnings per share attributable to common stockholders – diluted | |
$ | (0.20 | ) | |
$ | 0.00 | |
| Weighted average number of shares – basic | |
| 3,104,660 | | |
| 7,077,913 | |
| Weighted average number of shares – diluted | |
| 3,104,660 | | |
| 7,077,913 | |
| CONSOLIDATED STATEMENTS OF CASH FLOWS |
| | |
Three Months Ended March 31, |
| | |
2026 | |
2025 |
| Cash Flows from Operating Activities: | |
| | | |
| | |
| Loss from continuing operations, net of tax | |
$ | (768,258 | ) | |
$ | (595,232 | ) |
| Net income from discontinued operations, net of tax | |
| 148,991 | | |
| 621,620 | |
| Adjustments to reconcile net (loss) income to net cash used in operating activities: | |
| | | |
| | |
| Depreciation and amortization | |
| 554 | | |
| 530 | |
| Stock based compensation | |
| 561,408 | | |
| 136,600 | |
| Change in fair value of warrant liability | |
| (150,458 | ) | |
| — | |
| Change in fair value of investment | |
| 31,243 | | |
| — | |
| Deferred taxes | |
| (225,889 | ) | |
| — | |
| Provision for credit losses | |
| — | | |
| 6,655 | |
| Changes in Assets and Liabilities: | |
| | | |
| | |
| Accounts receivable | |
| 5,067 | | |
| (61,856 | ) |
| Prepaid expenses and other assets | |
| (74,855 | ) | |
| (56,817 | ) |
| Accounts payable and accrued expenses | |
| (281,728 | ) | |
| (189,028 | ) |
| Income taxes payable | |
| (1,024,137 | ) | |
| — | |
| Changes in assets and liabilities of discontinued operations | |
| — | | |
| (962,279 | ) |
| Net cash used in operating activities | |
| (1,778,062 | ) | |
| (1,099,807 | ) |
| Cash Flows from Investing Activities: | |
| | | |
| | |
| Capital expenditures | |
| — | | |
| (1,156 | ) |
| Purchase of marketable securities | |
| (128,113 | ) | |
| (120,906 | ) |
| Sale of marketable securities | |
| 29,560,400 | | |
| 975,000 | |
| Cash used in investing activities of discontinued operations | |
| — | | |
| (66,363 | ) |
| Net cash provided by investing activities | |
| 29,432,287 | | |
| 786,575 | |
| Cash Flows from Financing Activities: | |
| | | |
| | |
| Share repurchases in connection with Tender Offer | |
| (29,528,957 | ) | |
| — | |
| Cash used in financing activities of discontinued operations | |
| — | | |
| (51,520 | ) |
| Net cash used in financing activities | |
| (29,528,957 | ) | |
| (51,520 | ) |
| | |
| | | |
| | |
| Effect of exchange rates on cash | |
| — | | |
| 212 | |
| | |
| | | |
| | |
| Decrease in cash and cash equivalents | |
| (1,874,732 | ) | |
| (364,540 | ) |
| | |
| | | |
| | |
| Cash and cash equivalents, beginning of period | |
| 3,489,354 | | |
| 1,070,097 | |
| | |
| | | |
| | |
| Cash and cash equivalents, end of period | |
$ | 1,614,622 | | |
$ | 705,557 | |
| | |
| | | |
| | |
| Reconciliation to consolidated balance sheets: | |
| | | |
| | |
| Cash and cash equivalents | |
$ | 114,622 | | |
$ | 705,557 | |
| Escrow funds receivable | |
| 1,500,000 | | |
| — | |
| Cash, cash equivalents, and restricted cash | |
$ | 1,614,622 | | |
$ | 705,557 | |
| | |
| | | |
| | |
| Supplemental cash flow disclosures: | |
| | | |
| | |
| Cash paid for interest | |
$ | — | | |
$ | 489 | |
| Cash paid for income taxes | |
$ | 1,024,137 | | |
$ | — | |
| Non-cash investing and financing activities: | |
| | | |
| | |
| Reclassification of warrants from equity to liability | |
$ | 300,533 | | |
$ | — | |
| Tender offer costs included in income taxes payable | |
$ | 292,507 | | |
$ | — | |
| Receivable due from Buyer (Note 3) | |
$ | 225,937 | | |
$ | — | |
