DTST 8-K filed 2026 · insiderdelta

Item 1.01. Entry
into a Material Definitive Agreement

On May 26, 2026, Data Storage Corporation (the “Company”)
entered into an Equity Distribution Agreement (the “Agreement”), with Maxim Group LLC (“Maxim”), pursuant to which
the Company may offer and sell, from time to time, through Maxim, as sales agent or principal, shares of its common stock, $0.001 par
value per share (the “Common Stock”). The terms and conditions of the Agreement are substantially the same as the Equity Distribution
Agreement, dated July 18, 2024, by and between the Company and Maxim (the “Original Agreement”).

Subject to the terms and
conditions of the Agreement, Maxim will use commercially reasonable efforts consistent with its normal trading and sales practices, applicable
state and federal law, rules and regulations and the rules of the Nasdaq Capital Market to sell shares from time to time based upon the
Company’s instructions, including any price, time or size limits specified by the Company. Under the Agreement, Maxim may sell shares
by any method deemed to be an “at the market” offering as defined in Rule 415 under the U.S. Securities Act of 1933, as amended,
or any other method permitted by law, including in privately negotiated transactions. Maxim’s obligations to sell shares under the
Agreement are subject to satisfaction of certain conditions, including the effectiveness of the Registration Statement and other customary
closing conditions for transactions of this nature. The Company will pay Maxim a commission of 2.5% of the aggregate gross proceeds from
each sale of shares and has agreed to provide Maxim with customary indemnification and contribution rights. The Company also agreed to
reimburse Maxim for certain specified expenses in connection with entering into the Agreement in an amount not to exceed $25,000, in addition
to $2,500 for Maxim’s legal fees on each Bringdown Date (as such term is defined in the Agreement).

The Company is not obligated
to make any sales of Common Stock under the Agreement and no assurance can be given that the Company will sell any shares under the Agreement,
or, if it does, as to the price or amount of shares that the Company will sell, or the dates on which any such sales will take place.
The Agreement will terminate upon the earlier of: (i) the sale of all shares pursuant to the Agreement, or (ii) termination of the Agreement
as provided therein.

Offers and sales of shares of Common Stock by the
Company, if any, under the Agreement, will be made through a prospectus, dated July 26, 2024 and an accompanying base prospectus, dated
July 26, 2024, contained therein (the “ATM Prospectus”), which ATM Prospectus forms a part of the Company’s shelf registration
statement on Form S-3 (File 333-280881), initially filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”)
on July 18, 2024 (the “Registration Statement”) and declared effective by the SEC on July 26, 2024. The ATM Prospectus relates
to the offering of up to $10,600,000 shares of the Company’s Common Stock. The Company makes no assurances as to the continued effectiveness
of the Registration Statement.

For purposes of the ATM Prospectus,
all references to the Original Agreement shall now refer to the Agreement, and all references to termination of such agreement shall now
mean the earlier of: (i) the sale of all shares pursuant to the Agreement, and (ii) termination of the Agreement as provided therein.

The foregoing description
of the material terms of the Agreement is not complete and is qualified in its entirety by reference to the full text of the Agreement,
a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.

This Current Report on Form
8-K shall not constitute an offer to sell or the solicitation of an offer to buy any shares under the Agreement, nor shall there be any
sale of such shares in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under
the securities laws of any such state.

A copy of the legal opinion
of Parsons Behle & Latimer regarding the legality of the shares of Common Stock that may be issued pursuant to the ATM Prospectus
is attached to this Current Report on Form 8-K as Exhibit 5.1.
DTST Data Storage Corp - 8-K

Item 1.01 - Entry into a Material Definitive Agreement

Item 9.01 - Financial Statements and Exhibits
