Cloudastructure restructures Series 2 preferred into note

Q: What are the key terms of Cloudastructure’s new Exchange Note?

The Exchange Note has $1,299,870 principal, bears 9.5% annual interest compounded daily, and matures on July 30, 2027. Beginning July 30, 2026, Streeterville may redeem up to $108,332.50 plus accrued interest per calendar month.

Cloudastructure, Inc. restructured part of its Series 2 Convertible Preferred Stock by entering into an Exchange Agreement with Streeterville Capital.

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Form Type

8-K

Rhea-AI Filing Summary

Cloudastructure, Inc. restructured part of its Series 2 Convertible Preferred Stock by entering into an Exchange Agreement with Streeterville Capital. The company issued a new unsecured Promissory Note with an original principal of $1,299,870 in exchange for 1,170 Series 2 preferred shares, which were cancelled.

The Exchange Note bears 9.5% annual interest, matures on July 30, 2027, and allows Streeterville to redeem up to $108,332.50 plus interest per month starting July 30, 2026, with higher interest and a one-time 10% balance increase if certain trigger events and defaults occur.

The company also adopted an Amended and Restated Certificate of Designations for the Series 2 Preferred, setting a fixed conversion price of $0.40 per share with full-ratchet anti-dilution, removing “Deemed Liquidation Event” treatment, and limiting default remedies to an automatic 10% increase in stated value and equitable or injunctive relief so the Series 2 is treated as equity under U.S. GAAP.

Insights

Cloudastructure reshapes Series 2 preferred into debt while easing default rights.

Cloudastructure exchanged 1,170 Series 2 Convertible Preferred shares held by Streeterville Capital for an unsecured Exchange Note with $1,299,870 principal. The note carries 9.5% annual interest, matures on July 30, 2027, and permits monthly redemptions up to $108,332.50 plus interest starting July 30, 2026.

The Amended Series 2 Certificate of Designations sets a fixed conversion price of $0.40 per share with full-ratchet anti-dilution and removes the prior “Deemed Liquidation Event” concept. Holder remedies on default now focus on a 10% stated value increase, equitable remedies, and injunctive relief, while the changes are intended to have the Series 2 classified as equity under U.S. GAAP.

Overall, this is a targeted capital-structure adjustment involving a single investor and one series of preferred shares. Its effect depends on future redemptions under the note and any conversions of remaining Series 2 Preferred, with subsequent filings likely providing additional detail on outcomes.

8-K Event Classification

5 items: 1.01, 2.03, 3.03, 5.03, 9.01

5 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 3.03 Material Modification to Rights of Security Holders Securities

A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Exchange Note principal: $1,299,870 Preferred shares exchanged: 1,170 shares Interest rate: 9.5% per annum +5 more

8 metrics

Exchange Note principal $1,299,870 Original principal amount of Exchange Note for Series 2 Preferred

Preferred shares exchanged 1,170 shares Series 2 Convertible Preferred surrendered and cancelled

Interest rate 9.5% per annum Exchange Note interest rate, compounded daily on 360-day year

Maximum monthly redemption $108,332.50 Monthly redemption cap plus interest beginning July 30, 2026

Note maturity date July 30, 2027 Exchange Note maturity, 13 months from issue date

Default interest rate 15% per annum Interest rate upon Event of Default on Exchange Note

Conversion price $0.40 per share Fixed conversion price for Series 2 Preferred into Class A common

Trigger event balance increase 10% One-time increase of Exchange Note balance upon Trigger Event

Key Terms

Exchange Agreement, Promissory Note, Fundamental Transaction, Amended and Restated Certificate of Designations, +2 more

6 terms

Exchange Agreement financial

"entered into an Exchange Agreement (the “Exchange Agreement”) with Streeterville Capital"

A written deal in which two parties agree to swap assets, securities or obligations under set terms—think of it as a formal swap or trade contract. For investors it matters because such agreements can change who owns what, alter a company’s capital structure, affect future cash flows or dilute existing shares, and therefore influence value and risk in a straightforward, contract-driven way.

Promissory Note financial

"pursuant to which the Company issued a Promissory Note (the “Exchange Note”)"

A promissory note is a written IOU in which one party promises to pay a specific sum, often with interest, to another party by a set date or on demand. Investors care because it functions like a loan: it creates a legal claim on future cash flows, carries credit and timing risk, and can affect valuation or liquidity—think of it as a formal, tradable promise to be repaid that can be assessed like any other debt investment.

Fundamental Transaction financial

"consummation of a Fundamental Transaction (as defined in the Exchange Note)"

Amended and Restated Certificate of Designations financial

"filed the Amended and Restated Certificate of Designations of Preferences and Rights"

full-ratchet anti-dilution financial

"conversion price of $0.40 per share, with full-ratchet anti-dilution"

A full-ratchet anti-dilution provision is a clause in preferred stock financing that adjusts an investor's conversion price if the company later sells shares at a lower price: the earlier investor's price is reset down to the new, lower price regardless of how many new shares are issued. It matters to investors and other shareholders because it preserves the economic ownership percentage for the protected investor after down-rounds; like resetting a coupon's value to match a cheaper sale, it can substantially change who owns what and how future gains are shared.

Deemed Liquidation Event financial

"The “Deemed Liquidation Event” concept has been eliminated"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What transaction did Cloudastructure (CSAI) enter into with Streeterville Capital?

Cloudastructure exchanged 1,170 Series 2 Convertible Preferred shares held by Streeterville Capital for an unsecured Promissory Note with $1,299,870 original principal. The preferred shares were surrendered and cancelled as part of this June 30, 2026 exchange.

What are the key terms of Cloudastructure’s new Exchange Note?

The Exchange Note has $1,299,870 principal, bears 9.5% annual interest compounded daily, and matures on July 30, 2027. Beginning July 30, 2026, Streeterville may redeem up to $108,332.50 plus accrued interest per calendar month.

How do trigger events and defaults affect Cloudastructure’s Exchange Note?

If trigger events occur, Streeterville may increase the Exchange Note’s outstanding balance by 10% one time. If uncured within five trading days and becoming an Event of Default, Streeterville can accelerate the note and default interest of 15% per annum applies.

What changes were made to Cloudastructure’s Series 2 Convertible Preferred Stock?

The Amended Series 2 Certificate of Designations sets a fixed conversion price of $0.40 per share with full-ratchet anti-dilution and is intended to have the Series 2 classified as equity under U.S. GAAP, replacing the prior certificate entirely.

How are mergers and asset sales treated for Cloudastructure’s Series 2 Preferred after the amendment?

The amended terms remove the “Deemed Liquidation Event” concept. In a merger, consolidation, or sale where Cloudastructure is not the surviving entity, each Series 2 share converts into preferred equity of the surviving entity with substantially equivalent rights instead of triggering a liquidation payment.

What default remedies remain for holders of Cloudastructure’s Series 2 Preferred?

Holder-initiated forced redemption rights on default were eliminated. Remaining remedies include an automatic 10% increase in the stated value of Series 2 Preferred shares upon certain events, along with equitable remedies and injunctive relief described in the amended certificate.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 07/06/2026 - 04:43 PM EDT

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): June 29, 2026

___________________________

CLOUDASTRUCTURE, INC.

(Exact name of registrant as specified in its charter)

___________________________

Delaware	001-42494	87-0690564
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

3000 El Camino Real, Bldg 4, Ste 200
Palo Alto, California		94306
(Address of principal executive offices)		(Zip Code)

(650) 644-4160

Registrant’s telephone number, including area code:

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

___________________________

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-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Class		Trading Symbol		Name of Exchange On Which Registered
Class A Common Stock		CSAI		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 1.01

Entry into a Material Definitive Agreement.

On June 30, 2026, Cloudastructure, Inc., a Delaware corporation (the “Company”), entered into an Exchange Agreement (the “Exchange Agreement”) with Streeterville Capital, LLC, a Utah limited liability company (“Streeterville”), pursuant to which the Company issued a Promissory Note (the “Exchange Note”) in the original principal amount of $1,299,870 for 1,170 shares of Series 2 Convertible Preferred Stock held by Streeterville (the “Exchanged Shares”). This exchange was completed on June 30, 2026. Upon consummation of the exchange, the Exchanged Shares were surrendered by Streeterville and cancelled. No additional consideration was given by Streeterville in connection with the exchange. The exchange was effected in reliance on the exemption from registration under Section 3(a)(9) of the Securities Act of 1933, as amended (the “Securities Act”).

The Exchange Note matures on July 30, 2027, thirteen (13) months from the issue date. The Exchange Note bears interest at a rate of 9.5% per annum, compounded daily on the basis of a 360-day year, and is unsecured. Beginning July 30, 2026, Streeterville has the right to redeem up to $108,332.50, plus any accrued and unpaid interest, per calendar month (the “Maximum Monthly Redemption Amount”). The Exchange Note also provides for limited redemptions in connection with certain trading price conditions. The Exchange Note contains customary trigger events, including, among others: (a) failure to pay amounts when due; (b) bankruptcy or insolvency events; (c) consummation of a Fundamental Transaction (as defined in the Exchange Note) without repayment of the Exchange Note; (d) failure to observe any covenant under the Exchange Note or the Exchange Agreement; (e) delisting of the Company’s Class A common stock from Nasdaq; and (f) the occurrence of a Series 2 Event of Default (as defined in the Exchange Note). Upon the occurrence of a Trigger Event, Streeterville may increase the outstanding balance of the Exchange Note by 10% on a one-time basis. If a Trigger Event is not cured within five (5) trading days of notice from Streeterville, it becomes an Event of Default, upon which Streeterville may accelerate the Exchange Note, and default interest accrues at 15% per annum. The Exchange Note may not be prepaid by the Company so long as Streeterville owns any shares of the Company’s Series 2 Convertible Preferred Stock (the “Series 2 Preferred”).

The foregoing description of the Exchange Agreement and Exchange Note is not complete and is qualified in its entirety by reference to the full text of the Exchange Agreement and Exchange Note, which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and are incorporated in this Item 1.01 by reference.

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information regarding the Exchange Note set forth under Item 1.01 of this Current Report on Form 8-K is incorporated here by reference.

Item 3.03

Material Modification to Rights of Security Holders.

The information set forth under Item 5.03 below is incorporated here by reference.

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On June 29, 2026, the Company filed the Amended and Restated Certificate of Designations of Preferences and Rights of Series 2 Convertible Preferred Stock (the “Amended Series 2 Certificate of Designations”) with the Secretary of State of the State of Delaware, which amends and restates the original certificate of designations for the Series 2 Preferred shares in its entirety. The changes effected by the Amended Series 2 Certificate of Designations are intended to cause the Series 2 Shares to be classified as equity under U.S. generally accepted accounting principles. The Amended Series 2 Certificate of Designations provides for conversion of shares of the Series 2 Preferred into shares of the Company’s Class A common stock at a fixed conversion price of $0.40 per share, with full-ratchet anti-dilution. The “Deemed Liquidation Event” concept has been eliminated, and no merger, consolidation, or sale of substantially all assets will trigger the right of a holder of Series 2 Preferred shares to receive the liquidation amount for the shares of Series 2 Preferred. In any such transaction where the Company is not the surviving entity, each share of Series 2 Preferred will instead be converted into preferred equity of the surviving entity with substantially equivalent rights. In addition, the holder-initiated forced redemption right upon an event of default has been eliminated, such that holder remedies upon default are now limited to the automatic 10% increase in the stated value of the Series 2 Preferred shares, equitable remedies, and injunctive relief.

The foregoing description of the Amended Series 2 Certificate of Designations is not complete and is qualified in its entirety by reference to the full text of the Amended Series 2 Certificate of Designations, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated in this Item 1.01 by reference.

Item 9.01

Financial Statements, Pro Forma Financial Information, and Exhibits.

(d) Exhibits

3.1	Amended and Restated Certificate of Designations of Preferences and Rights of Series 2 Convertible Preferred Stock, as filed with the State of Delaware on June 29, 2026
10.1	Exchange Agreement between Cloudastructure, Inc. and Streeterville Capital, LLC dated June 30, 2026
10.2	Promissory Note issued by Cloudastructure, Inc. to Streeterville Capital, LLC dated June 30, 2026
104	Cover Page Interactive File (the cover page XBRL tags are embedded in 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: July 6, 2026

	CLOUDASTRUCTURE, INC.

	By:	/s/ Greg Smitherman
		Greg Smitherman
		Chief Financial Officer
		(Principal Financial Officer and Principal Accounting Officer)

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

6 documents

Cloudastructure restructures Series 2 preferred into note

Rhea-AI Filing Summary