As filed with the Securities and Exchange Commission on July 1, 2024

Commission File No. 333-

UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________________

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

______________________________

Amended and Restated Data Storage Corporation Incentive Award Plan

(f/k/a Data Storage Corporation 2010 Incentive Award Plan)

Data Storage Corporation 2021 Stock Incentive Plan, as amended and restated

(Full title of the plan)

Charles M. Piluso

Chief Executive Officer and Chairman of the Board

Data Storage Corporation

 225 Broadhollow Road, Suite 307

 Melville, NY 11747

 Telephone: (212) 564-4922

(Name and address of agent for service)

(Telephone number, including area code, of agent for service)

Copies to:

 Leslie Marlow, Esq.
Melissa Palat Murawsky, Esq.
Blank Rome LLP
1271 Avenue of the Americas
New York, NY 10020
Phone: (212) 885-5000
Fax: (212) 885-5001

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 7(a)(2)(B) of the Securities Act. [_]

REGISTRATION OF ADDITIONAL SHARES

PURSUANT TO GENERAL INSTRUCTION E

This registration statement on Form S-8 is being filed to register (i) 111,323 additional shares of common stock, par value $0.001 (the “Common Stock”), of Data Storage Corporation (the “Company”) which, pursuant to amendments to the Company’s Amended and Restated Data Storage Corporation Incentive Award Plan (f/k/a Data Storage Corporation 2010 Incentive Award Plan) (the “2010 Plan”), are issuable upon the exercise of outstanding options under the 2010 Plan; and (ii) 1,000,000 shares of the Company’s Common Stock issuable under the Company’s 2021 Stock Incentive Plan, as amended and restated (the “2021 Plan”). The Company previously registered (a) 50,000 (post reverse split effected in May 2021) shares of the Company’s Common Stock for issuance under the 2010 Plan pursuant to the Company’s registration statement on Form S-8 (Commission File No. 333-169042) filed with the Securities and Exchange Commission (the “Commission”) on August 25, 2010, as amended by Form S-8 POS (Commission File No. 333-169042) filed with the Commission on October 25, 2010; and (b) an aggregate of 1,075,000 shares of the Company’s Common Stock for issuance under the 2021 Plan pursuant to the Company’s registration statements on Form S-8 (Commission File No. 333-257348) filed with the Commission on June 24, 2021 and (Commission File No. 333-272399) filed with the Commission on June 5, 2023 (the registration statements in (i) and (ii) collectively, the “Prior Registration Statements”). Pursuant to Instruction E of Form S-8, the contents of the Prior Registration Statements are hereby incorporated by reference.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents, as filed with the Commission, are incorporated by reference into this Registration Statement by the Registrant:

All documents filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be part of this Registration Statement from the date of the filing of such documents.

To the extent that any information contained in any Current Report on Form 8-K, or any exhibit thereto, is or was furnished to, rather than filed with, the Commission, such information or exhibit is specifically not incorporated by reference.

Item 8. Exhibits.

The following exhibits are filed as part of this Registration Statement or, where so indicated have been previously filed and are incorporated herein by reference.

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Melville, State of New York, on July 1, 2024.

POWER OF ATTORNEY

Each of the undersigned officers and directors of the Company hereby constitutes and appoints Charles M. Piluso, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, in his or her name and on his or her behalf, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power of authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, thereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities held on the dates indicated.