Business Context and Reporting Period
Company: Data Storage Corporation
Filing Type: Form 8-K (Current Report)
Report Date: March 1, 2011
Principal Executive Offices: Garden City, NY
This filing reports a material definitive agreement involving a private placement of equity securities and changes to the Board of Directors.
Key Financial Metrics
The filing does not provide comprehensive financial statements, revenue, profit, cash flow, margins, or debt levels. The only specific financial data disclosed relates to the equity transaction:
- Capital Raised: $1,500,000
- Shares Issued: 3,640,777 shares of Common Stock
- Price Per Share: $0.412
- Investor: John F. Coghlan
Material Changes
Equity Structure: The Company issued 3,640,777 unregistered shares of common stock to John F. Coghlan. The issuance was exempt from registration under Section 4(2) of the Securities Act of 1933 as it did not involve a public offering.
Board Composition:
- Resignation: Mr. Howard Fensterman resigned as a Director on March 1, 2011. The resignation was not due to any disagreement regarding operations, policies, or practices.
- Appointment: Mr. John F. Coghlan was appointed to the Board of Directors on March 1, 2011.
Outlook, Risks, and Management Commentary
Management Commentary: The filing details the background of the new director, Mr. Coghlan, noting his 27-year tenure at Lehman Brothers and subsequent role at Barclays Capital. He holds degrees from Massachusetts College of Liberal Arts and Harvard University.
Risks and Contingencies: The securities issued are restricted pursuant to Rule 144 of the Securities Act of 1933, meaning they cannot be immediately redistributed into the market. The filing states there are no related party transactions reportable under Item 404(a) of Regulation S-K and no employment agreement between Mr. Coghlan and the Company.
Guidance: The filing text does not provide forward-looking guidance or financial outlook.
Investor Verification Checklist
- Verify the total number of outstanding shares post-transaction to assess dilution impact.
- Confirm the current cash position of the Company to understand the liquidity impact of the $1.5 million raise.
- Review the Stock Purchase Agreement (Exhibit 10.1) for any additional covenants or rights granted to the investor.
- Check subsequent filings for any further changes to the Board of Directors or capital structure.