Form 8-K - Current report

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): January 12, 2024

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)

48 South Service Road

Melville, New York 11747

(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-4I under the Exchange Act (17 CFR 240.13I(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.

On January 12, 2024, the Board of Directors (the “Board”) of Data Storage Corporation (the “Company”) appointed Clifford Stein to serve as a director of the Company. Mr. Stein was not appointed to serve as a member of any committees of the Board.

Mr. Stein, age 66, is the Chief Executive Officer of Savitar Realty Advisors, a real estate advisory firm founded by him in 1988 which provides assistance to lenders and financial institutions on nonperforming real estate assets. He is an attorney and has been a member of the Florida Bar Association since 1982. Mr. Stein has acted as an expert witness in various litigation matters involving real estate transactions and has been appointed as a Receiver, an Examiner and a Trustee in state and federal courts.

Mr. Stein will receive the standard compensation available to the Company’s current non-employee directors.

There are no family relationships between Mr. Stein and any of the Company’s directors or executive officers, nor does Mr. Stein have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Other than as described above, there were no arrangements or understandings by which Mr. Stein was appointed as a member of the Board.

Item 8.01. Other Events.

On January 16, 2024, the Company issued a press release regarding the merger of its subsidiaries, Flagship Solutions Group and CloudFirst. The Company expects that the merger of Flagship Solutions Group and CloudFirst will enable it to continue to streamline operations, grow its technical teams, achieve further economies of scale, enhance resource allocation internally and provide a unified platform to capitalize on the opportunities within the market and increase customer penetration.

On January 18, 2024, the Company issued a press release announcing the appointment of Mr. Stein to the Board.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Exhibit Description

99.1	Press Release issued by Data Storage Corporation, dated January 16, 2024
99.2	Press Release issued by Data Storage Corporation, dated January 18, 2024
104	Cover Page Interactive Data File (embedded within 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: January 18, 2023	DATA STORAGE CORPORATION

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

EXHIBIT 99.1

Data Storage Corporation Announces Merger of its Subsidiaries,
Flagship Solutions Group and CloudFirst

Merger of subsidiaries expected to streamline operations, improve economies of scale, and enhance resource allocation

MELVILLE, N.Y., January 16, 2024 (GLOBE NEWSWIRE) — Data Storage Corporation (Nasdaq: DTST) (“DSC” and the “Company”), a provider of diverse business continuity solutions for disaster-recovery, cloud infrastructure, cyber-security, and IT services, today announced that it has merged its two subsidiaries, Flagship Solutions Group (“Flagship”) and CloudFirst.

Thomas Kempster, Chief Executive Officer of Flagship, commented, “We are excited to announce the merger of our two business units. This strategic move brings together complementary strengths and expertise, which should enable us to continue to streamline operations, grow our technical teams, achieve further economies of scale, and enhance resource allocation internally. We are confident in our ability to leverage the vast cross-selling and upselling opportunities across our respective customer bases and continue delivering exceptional value to our customers. We look forward to the journey ahead and the growth of our united company.”

Hal Schwartz, President of CloudFirst stated, “This combination is the culmination of extensive efforts to better align and integrate our organization. This strategic decision to combine Flagship and CloudFirst provides us a unified platform to capitalize on the vast opportunities within the market and increase customer penetration. We also expect this merger will result in improved business efficiencies, while effectively reducing redundant resources and expenses. By combining Flagship’s experienced leadership team with CloudFirst, we believe we have built a scalable organization poised for accelerated growth.”

About Data Storage Corporation

Data Storage Corporation (Nasdaq: DTST) is a family of fully integrated cloud-hosting, disaster-recovery, cyber security, and voice & data companies, built around technical asset investments in multiple regions, providing services to a broad range of domestic and global customers, including Fortune 500 clients, across a wide range of industries, such as government, education, and healthcare, with a focus on the rapidly growing, multi-billion-dollar business continuity market. A stable and emerging growth leader in cloud infrastructure support, DTST companies operate regional data center facilities across North America, sustainably servicing clients via recurring subscription agreements. Additional information about the Company is available at: www.dtst.com and on Twitter (@DataStorageCorp).

Safe Harbor Provision

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. The forward looking statements in this press release include statements such as the merger of subsidiaries enabling the Company to continue to streamline operations, grow its technical teams, achieve further economies of scale and enhance resource allocation internally, the Company’s ability to leverage the vast cross-selling and upselling opportunities across respective customer bases and continue delivering exceptional value to its customers, the growth expected of the united company, the combination providing a unified platform to capitalize on the vast opportunities within the market and increase customer penetration, the merger resulting in improved business efficiencies, while effectively reducing redundant resources and expenses and the Company having built a scalable organization poised for accelerated growth by combining Flagship’s experienced leadership team with CloudFirst . 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 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 the Company’s ability to continue to streamline operations, grow its technical teams, achieve further economies of scale and enhance resource allocation internally, the Company’s ability to leverage the cross-selling and upselling opportunities across respective customer bases and continue delivering exceptional value to its customers and the Company’s ability to achieve the growth expected of the united company and increase customer penetration. These risks should not be construed as exhaustive and should be read together with the other cautionary statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, 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

EXHIBIT 99.2

Data Storage Corporation Appoints Clifford Stein to its Board of Directors

MELVILLE, N.Y., January 18, 2024 (GLOBE NEWSWIRE) — Data Storage Corporation (Nasdaq: DTST) (“DSC” and the “Company”), a provider of diverse business continuity solutions for disaster-recovery, cloud infrastructure, cyber-security, and IT services, today announced that it has appointed Clifford Stein to serve on its Board of Directors. Mr. Stein previously served as a member of the Board of Directors from 2010 to 2020.

“We are pleased to welcome Cliff back to our board of directors,” commented Chuck Piluso, Chief Executive Officer of Data Storage Corporation. “Cliff is an accomplished entrepreneur and seasoned executive, having built and run a successful real estate advisory firm over the past 30 plus years. He also brings extensive legal knowledge as an accomplished attorney. We believe Cliff’s unique skillset will help guide the Company as we continue on our path of growth, both organic and through acquisitions. Cliff previously served as a member of the board, supporting a variety of strategic growth initiatives, and we look forward to his renewed involvement.”

Mr. Stein is currently the Chief Executive Officer of Savitar Realty Advisors, which he founded in 1987. Savitar Realty Advisors provides consulting and advisory services to lending institutions and government agencies on workouts, restructurings, and value enhancements on their non-performing properties. Previously, he worked as a partner and director of acquisitions for a private, Miami-based real estate investment company where he analyzed, negotiated, and acquired non-performing real estate assets. Additionally, former Florida Governor Lawton Chiles appointed him to serve as a Commissioner on the Florida Real Estate Commission, where he served two terms and was elected as Chairman of the Commission in 1996. Mr. Stein was also appointed to the Board of Directors of Cenvill Development by the FDIC to represent its interest as the single-largest shareholder of the former $500 million publicly traded real estate concern. He holds a Juris Doctor from the University of Miami and a Bachelor of Science in finance and accounting from American University.

About Data Storage Corporation

Safe Harbor Provision

Contact:
Crescendo Communications, LLC
212-671-1020
DTST@crescendo-ir.com

Cover	Jan. 12, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 12, 2024
Entity File Number	001-35384
Entity Registrant Name	DATA STORAGE CORPORATION
Entity Central Index Key	0001419951
Entity Tax Identification Number	98-0530147
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	48 South Service Road
Entity Address, City or Town	Melville
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	11747
City Area Code	212
Local Phone Number	564-4922
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock, par value $0.001 per share
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	DTST
Security Exchange Name	NASDAQ
Warrants to purchase shares of Common Stock, par value $0.001 per share
Title of 12(b) Security	Warrants to purchase shares of Common Stock, par value $0.001 per share
Trading Symbol	DTSTW
Security Exchange Name	NASDAQ