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:
Leslie
Marlow
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 each shareholder’s shares of the Company’s
common stock, par value $0.001 per share (the Common Stock”) (up to 85% of the outstanding shares (the “Shares”) of
the Company’s Common Stock).
Attached is the preliminary proxy statement for the
Company’s 2025 Annual Meeting of Shareholders to be held on September 10, 2025 (the “Preliminary Proxy Statement”) which
contains a proposal to approve the divestiture (the “Divestiture”) of the Company’s cloud solutions business. As discussed
in the Preliminary Proxy Statement, the Company’s Board has determined that the Company will make a tender offer following the completion
of the Divestiture, if approved by the Company’s shareholders, to repurchase from the Company’s shareholders up to 85% of
each shareholder’s Common Stock (up to 85% of the outstanding shares of the Company’s Common Stock) using 85% of its cash
on hand on the date the tender offer is made, inclusive of the net sale proceeds received in connection with the closing of the Divestiture.
The Preliminary Proxy Statement filed herewith
is neither an offer to purchase nor a solicitation of an offer to sell securities. The Offer for the Shares 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 |
|
Preliminary Proxy Statement for the Annual Meeting of Stockholders (incorporated by reference to the Preliminary Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on July 24, 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: July 24, 2025
| |
DATA STORAGE CORPORATION |
| |
By: |
/s/ Charles M. Piluso |
| |
Name: |
Charles M. Piluso |
| |
Title: |
Chief Executive Officer |
