[SC TO-C] Data Storage Corporation Warrant Tender Offer Communication

Rhea-AI Filing Summary

Data Storage Corporation has filed a preliminary Schedule TO-C communication announcing a planned repurchase program tied to a proposed divestiture of its cloud solutions business. The definitive proxy for the Company’s 2025 Annual Meeting on September 10, 2025 contains a shareholder proposal to approve the Divestiture; the Board has stated that if the Divestiture is approved the Company will, following closing, make a tender offer to repurchase up to 85% of the outstanding common stock using 85% of the Company’s cash on hand on the date the offer is commenced, inclusive of net sale proceeds from the Divestiture. The Offer has not commenced and will be the subject of a Schedule TO filing when launched. Tender offer materials will be made available free via the SEC and the Company website.

Positive

• Board has a clear plan linking the Divestiture to a defined capital-return program
• Potentially large return of capital: repurchase of up to 85% of outstanding common stock
• Funding defined: repurchases would use 85% of cash on hand inclusive of net sale proceeds
• Tender materials will be freely available via the SEC and the Company investor site

Negative

• Offer has not commenced and is conditional on shareholder approval of the Divestiture
• Repurchase is contingent on completion of the Divestiture and the availability of cash on the commencement date
• Definitive tender documents and Schedule TO are not yet filed, so timing and final terms are unknown

Insights

Corporate Governance Expert

TL;DR: The board seeks shareholder approval to divest and return substantial capital via a conditional tender offer, pending approval and closing.

The filing is a preliminary communication that ties a major capital-return program directly to a corporate divestiture. Material facts are clear: shareholder approval of the Divestiture at the September 10, 2025 meeting is a gating condition, and the repurchase would target up to 85% of outstanding shares funded by 85% of cash on hand including net sale proceeds. For governance purposes this is significant because it transfers a major decision point to shareholders and sets the framework for a substantial change in capital structure. Impact rating reflects conditionality, not execution.

M&A / Financial Analyst

TL;DR: A divestiture-linked tender offer is planned that, if executed, would return most cash to shareholders and materially alter equity outstanding.

The document describes a two-step transaction: (1) a proposed sale of the cloud solutions business presented for shareholder approval, and (2) a post-closing tender offer to repurchase up to 85% of shares using 85% of cash on hand, inclusive of net sale proceeds. The filing is explicit that the Offer has not commenced and that formal tender materials and a Schedule TO will follow. From a transaction perspective the structure is straightforward but conditional; materiality is high if completed, but timing and execution remain uncertain.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. )

Data Storage Corporation

(Name of Subject Company (Issuer) and Filing Person (as Offeror))

Common Stock, par value $0.001 per share

(Title of Class of Securities)

23786 R 201

(CUSIP Number of Class of Securities)

Charles M. Piluso

Chief Executive Officer

Data Storage Corporation

225 Broadhollow Road, Suite 307

Melville, New York 11747

(212) 564-4922

(Name, address, and telephone number of person authorized to receive notices and communications on behalf of filing persons)

Copy to:

Kathleen A. Cunningham

Blank Rome LLP

1271 Avenue of the Americas

New York, NY 10020

(212) 885-5175

☒

Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

☐ Third-party tender offer subject to Rule 14d-1.

☒ Issuer tender offer subject to Rule 13e-4.

☐ Going-private transaction subject to Rule 13e-3.

☐ Amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

☐ Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

☐ Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

This filing relates solely to preliminary communications made before the commencement of a planned tender offer (the “Offer”) by Data Storage Corporation, a Nevada corporation (the “Company”), to repurchase from the Company’s shareholders up to 85% of the Company’s outstanding common stock, par value $0.001 per share (the “Common Stock”).

Attached is the definitive proxy statement for the Company’s 2025 Annual Meeting of Shareholders to be held on September 10, 2025 (the “Proxy Statement”) which contains a proposal to approve the divestiture (the “Divestiture”) of the Company’s cloud solutions business. As discussed in the Proxy Statement, the Company’s Board has determined that, if the Divestiture is approved by the Company’s shareholders, the Company will make a tender offer following the completion of the Divestiture. The tender offer anticipates that the Company would repurchase from the Company’s shareholders up to 85% of the outstanding shares of the Company’s Common Stock using 85% of the Company’s cash on hand on the date the tender offer is commenced, inclusive of the net sale proceeds received in connection with the closing of the Divestiture.

The Proxy Statement filed herewith is neither an offer to purchase nor a solicitation of an offer to sell securities. The Offer for the shares of Common Stock described in this filing has not commenced. At the time the Offer is commenced, the Company will file a tender offer statement on Schedule TO with the Securities and Exchange Commission (“SEC”).

THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) WILL CONTAIN IMPORTANT INFORMATION. HOLDERS OF SHARES OF THE COMPANY’S COMMON STOCK ARE URGED TO READ THESE DOCUMENTS CAREFULLY WHEN THEY BECOME AVAILABLE (AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME) BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT HOLDERS OF SHARES OF THE COMPANY’S COMMON STOCK SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SHARES.

The Offer to Purchase, the related Letter of Transmittal and certain other tender offer documents will be made available to all holders of shares of the Company’s Common Stock at no expense to them. The tender offer materials will be made available for free at the SEC’s website at www.sec.gov or by accessing the Investor Relations section of the Company’s website at www.dtst.com.

Item 12. Exhibits.

Exhibit No.		Document
99.1		Definitive Proxy Statement for the Annual Meeting of Shareholders (incorporated by reference to the Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on August 8, 2025).

SIGNATURES

After due inquiry and to the best knowledge and belief of the undersigned, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: August 8, 2025

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

FAQ

What is Data Storage Corporation (DTSTW) proposing in this filing?

The filing discloses a planned divestiture of the Company’s cloud solutions business and, if shareholders approve the Divestiture, a post-closing tender offer to repurchase up to 85% of outstanding common stock using 85% of cash on hand inclusive of net sale proceeds.

When will shareholders vote on the Divestiture?

The definitive proxy relates to the Company’s 2025 Annual Meeting scheduled for September 10, 2025.

Has the tender offer begun?

No. The filing states the Offer has not commenced; the Company will file a Schedule TO when the tender offer is launched.

Where can I obtain the tender offer documents when available?

Tender offer materials will be available free on the SEC’s website (www.sec.gov) and via the Company’s Investor Relations site at www.dtst.com.

Who is the Company contact for this filing?

The filing lists Charles M. Piluso, Chief Executive Officer, with phone (212) 564-4922, and counsel Kathleen A. Cunningham at Blank Rome LLP with phone (212) 885-5175.