Data Storage Corp. Completes Acquisition, Files 8-K

TL;DR

DTST closed an acquisition and had shareholder votes on Sept 10th. 8-K filed.

AI Summary

Data Storage Corp. (DTST) announced on September 10, 2025, the completion of an acquisition. The company also reported on the submission of matters to a vote of its security holders and entered into a material definitive agreement. The filing also includes Regulation FD disclosures and financial statements and exhibits.

Why It Matters

This 8-K filing indicates significant corporate activity, including an acquisition and shareholder votes, which could impact the company's future operations and stock performance.

Risk Assessment

Risk Level: medium — Acquisitions and shareholder votes introduce inherent risks related to integration, financing, and shareholder approval.

Key Players & Entities

• Data Storage Corp. (company) — Registrant
• 001-35384 (company) — SEC File Number
• 98-0530147 (company) — EIN
• Nevada (company) — State of Incorporation
• September 10, 2025 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.001 — ch registered Common Stock, par value $0.001 per share DTST The Nasdaq Capital M
• $40 m — o in exchange for the purchase price of $40 million, as adjusted in accordance with t
• $1.1 million — ss company that generated approximately $1.1 million in sales for the fiscal year ended Dece
• $40 million — the Company an amount in cash equal to $40 million (the " Base Purchase Price "), minus $1
• $1,500,000 — on (the " Base Purchase Price "), minus $1,500,000 (the " Escrow Amount "), which includes
• $1,000,000 — (the " Escrow Amount "), which includes $1,000,000 for the Indemnity Escrow Amount referre
• $500,000 — ferred to in the Purchase Agreement and $500,000 for the Adjustment Escrow Amount referr

Filing Documents

• e6842_8-k.htm (8-K) — 74KB
• e6842_ex10-1.htm (EX-10.1) — 44KB
• e6842_ex99-1.htm (EX-99.1) — 10KB
• e6842_ex99-2.htm (EX-99.2) — 229KB
• image_001.jpg (GRAPHIC) — 2KB
• 0001731122-25-001268.txt ( ) — 600KB
• dtst-20250910.xsd (EX-101.SCH) — 4KB
• dtst-20250910_def.xml (EX-101.DEF) — 26KB
• dtst-20250910_lab.xml (EX-101.LAB) — 36KB
• dtst-20250910_pre.xml (EX-101.PRE) — 25KB
• e6842_8-k_htm.xml (XML) — 6KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. Asset Contribution Agreement As previously announced, on July 11, 2025, Data Storage Corporation, a Nevada corporation (the " Company ") entered into a unit purchase agreement (the " Purchase Agreement "), by and among the Company, CloudFirst Technologies Corporation, a wholly-owned subsidiary of the Company (" CloudFirst Delaware "), DTST Sub, LLC (n/k/a CloudFirst Global LLC), a newly formed Delaware limited liability company that is a wholly-owned subsidiary of CloudFirst Delaware (" NewCo "), and Total Server Solutions Holdings, LLC (the " Purchaser "), pursuant to which the Company and CloudFirst Delaware agreed to sell the Company's cloud solutions business (the " Business "), which represents the sale of substantially all of the Company's assets and will include the sale of all of the assets of CloudFirst Delaware, including the transfer of 100% of the outstanding equity interests of CloudFirst Europe Ltd., together with the assets necessary to operate the Business (collectively, the " Contributed Assets "). The transactions contemplated by the Purchase Agreement are hereinafter referred to as the " Divestiture ." Consummation of the Divestiture was subject to certain conditions, including the approval of the Company's stockholders. As further described in Item 5.07 of this Current Report on Form 8-K (this " Current Report "), at the Company's 2025 annual meeting of stockholders (the " 2025 Annual Meeting "), held on September 10, 2025, a majority of the Company's outstanding shares of common stock approved the Divestiture. Following such approval and in accordance with the Purchase Agreement, on September 11, 2025, the Company entered into an asset contribution agreement (the " Contribution Agreement "), with CloudFirst Delaware, Flagship Solutions, LLC, a wholly-owned subsidiary of the Company, Secure Infrastructure & Services LLC and NewCo, pursuant to which all of the Contributed Assets necessary

01. Completion of Acquisition or Disposition

Item 2.01. Completion of Acquisition or Disposition of Assets. The Divestiture As discussed in Item 1.01 of this Current Report, on the Closing Date, the Company consummated the transactions contemplated by the Purchase Agreement, including the entry into the Contribution Agreement and the sale of all of the outstanding units of NewCo to Purchaser. At the closing of the Divestiture, the Purchaser paid to the Company an amount in cash equal to $40 million (the " Base Purchase Price "), minus $1,500,000 (the " Escrow Amount "), which includes $1,000,000 for the Indemnity Escrow Amount referred to in the Purchase Agreement and $500,000 for the Adjustment Escrow Amount referred to in the Purchase Agreement (collectively, the " Escrow Amount "), which Escrow Amount was deposited by Purchaser on the Closing Date with PNC Bank, National Association, as escrow agent (the " Escrow Agent "). The Escrow Amount will be held by the Escrow Agent in accordance with the terms of the Purchase Agreement and an escrow agreement entered into by and among the Purchaser, the Seller Representative and the Escrow Agent at the closing of the Divestiture (the " Escrow Agreement "), for purposes of holding and applying the Escrow Amount. The Closing Payment is calculated as follows: the Base Purchase Price minus the Escrow Amount minus the Estimated Aggregate Adjustment Amount is the " Closing Payment "). The Estimated Aggregate Adjustment Amount is equal to the Estimated Closing Date Debt plus the Estimated NWC Adjustment Amount, as such terms are defined in the Purchase Agreement. Post-Closing Adjustments No later than ninety (90) days following the Closing Date, Purchaser will prepare and deliver to Charles Piluso, as the representative of the Company, CloudFirst Delaware and NewCo, together with their respective successors, executors, administrators, estate, heirs and assigns (the " Seller Indemnifying Parties ") and as their attorney-in-fact (the " Seller Representative "): (i) a

07. Submission of Matters to a Vote of Security

Item 5.07. Submission of Matters to a Vote of Security Holders. At the 2025 Annual Meeting held on September 10, 2025, the stockholders voted on six proposals, each of which is listed below and described in more detail in the Company's definitive proxy statement on Schedule 14A for the 2025 Annual Meeting filed with the Commission on August 8, 2025 (the " Proxy Statement "). With respect to each proposal, holders of the Company's Common Stock were entitled to cast one vote per share of Common Stock held as of the close of business on the record date of August 7, 2025 (the " Record Date "). On the Record Date there were 7,207,031 shares of the Company's Common Stock issued and outstanding and entitled to vote at the 2025 Annual Meeting. The final results for Proposals 1, 2, 3, 4, 5 and 6 as set forth in the Proxy Statement and presented at the 2025 Annual Meeting were as follows: Proposal 1 — Divestiture Proposal The stockholders approved the Divestiture of the Company's cloud solutions Business, which represents the sale of substantially all of the Company's assets and will include the sale of all of the assets of the Company's CloudFirst business, including all of the assets held by CloudFirst Technologies Corporation and 100% of the outstanding equity interests of CloudFirst Europe Ltd., together with its assets necessary to operate the business (the Contributed Assets) (the " Divestiture Proposal "). Votes For Votes Against Abstentions Broker Non-Votes 4,045,746 20,930 14,092 1,631,392 Proposal 2 — Election of Directors The following ten (10) individuals were elected as directors, to serve until the Company's next annual meeting of stockholders and until their respective successors have been duly elected and qualified with the following votes: For Withheld Broker Non-Votes Charles M. Piluso 3,990,351 90,417 1,631,392 Harold J. Schwartz 3,964,156 116,612 1,631,392 Thomas C. Kempster 4,023,202 57,566 1,631,392 John Argen

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On the Closing Date, the Company issued a press release announcing the consummation of the Divestiture and the related transactions contemplated by the Purchase Agreement. A copy of the press release is furnished as Exhibit 99.1 to this Current Report and is incorporated into this Item 7.01 by reference herein. The information included under Item 7.01 of this Current Report (including Exhibit 99.1) is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filing.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (b) Pro Forma Financial Information Pro forma financial information regarding the Divestiture is filed as Exhibit 99.2 to this Current Report and is incorporated herein by reference. (d) Exhibits. Exhibit Number Description 2.1* Unit Purchase Agreement, dated July 11, 2025, by and among Data Storage Corporation, CloudFirst Technologies Corporation, CloudFirst Technologies, LLC, and Total Server Solutions Holdings, LLC (incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K filed by the Company on July 15, 2025) 10.1* Asset Contribution Agreement, dated September 11, 2025, by and among Data Storage Corporation, CloudFirst Technologies Corporation, Flagship Solutions, LLC, Secure Infrastructure & Services LLC and CloudFirst Global LLC 99.1 Press Release dated September 12, 2025 99.2 Unaudited Pro Forma Condensed Consolidated Balance Sheet as of June 30, 2025, and the Unaudited Pro Forma Condensed Consolidated Statement of Operations for the Six Months Ended June 30, 2025 and for the years ended December 31, 2024 and 2023 104 Cover Page Interactive Data File (embedded within the XBRL document) * Exhibits and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted exhibit to the SEC upon request.

SIGNATURES

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: September 16, 2025 DATA STORAGE CORPORATION By: /s/ Charles M. Piluso Name: Charles M. Piluso Title: Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR