Note 13 - Subsequent Events

The Company has evaluated events that occurred through the date that the financial statements were issued and determined that there have been no events that have occurred that would require adjustments to the Company’s disclosures in the financial statements other than the following.

On July 11, 2025, the Company entered into a unit purchase agreement (the “Purchase Agreement”) pursuant to which the Company agreed to sell its cloud solutions business (the “Business”), which consists of the operations of its CloudFirst Technologies Corporation and CloudFirst Europe Ltd. subsidiaries. If consummated, the transaction represents a strategic shift in the Company’s operations.

Pursuant to the Purchase Agreement, the assets of the Business will be contributed to a new wholly-owned subsidiary, DTST Sub, LLC (“NewCo”), and the purchaser will acquire all of the outstanding units of NewCo for a purchase price of approximately $40 million in cash, subject to certain adjustments. The purchase price is subject to a $1.5 million escrow amount and adjustments for closing date debt and net working capital. The transaction is subject to customary closing conditions, including shareholder approval. As of June 30, 2025, the Company recorded $838,352 of costs related to the potential transaction as deferred transaction costs, a component of prepaid and other expenses in the condensed consolidated balance sheets.

As of June 30, 2025, the transaction did not meet all the criteria for held-for-sale classification under ASC 360, primarily because the required shareholder approval had not yet been obtained. Accordingly, the assets and liabilities of the Business remain classified as held and used within their respective line items on the Condensed Consolidated Financial Statements for all periods presented.