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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): May 21, 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 8.01 Other Events.
On May 21, 2026, Cloudastructure, Inc. (the “Company”)
issued a press release announcing that it had not filed its Form 10-Q for the first quarter of 2026 by the extended filing deadline of
May 20, 2026. A copy of the press release is attached as Exhibit 99.1 to this Current Report.
Item 9.01 Financial
Statements, Pro Forma Financial Information, and Exhibits.
(c) Exhibits
99.1 Press Release dated May 21, 2026
104 Cover
Page Interactive File (the cover page XBRL tags are embedded in the Inline XBRL document).
EXHIBIT INDEX
| Exhibit Number |
|
Document |
| 99.1 |
|
Press Release dated May 21, 2026. |
| 104 |
|
Cover Page Interactive Data 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: May 21, 2026
| |
CLOUDASTRUCTURE, INC. |
| |
|
|
| |
By: |
/s/ Greg Smitherman |
| |
|
Greg Smitherman |
| |
|
Chief Financial Officer |
| |
|
(Principal Financial Officer and
Principal Accounting Officer)
|
Exhibit 99.1

Cloudastructure Postpones First Quarter 2026
Financial Results Conference Call;
Maintains Preliminary Q1 Revenue Guidance
Anticipates Reporting First Quarter Revenue of Approximately $1.3 Million, Reflecting 78% Year-Over-Year Growth, and
Gross
Profit Growth of Approximately 115% Year-Over-Year
PALO ALTO, CA. – May 21, 2026 -- Cloudastructure,
Inc. (“Cloudastructure” or “the Company”) (Nasdaq: CSAI), a leader in cloud-native AI surveillance and remote
guarding, today announced that it is postponing its first quarter 2026 financial results conference call and has delayed the filing of
its Quarterly Report on Form 10-Q for the quarter ended March 31, 2026.
The delay relates to the Company’s ongoing
review, in consultation with its independent registered public accounting firm, of a technical accounting issue associated with the balance
sheet treatment of certain preferred equity instruments. The Company is continuing to work through the review process and intends to file
its Form 10-Q as soon as practicable.
As previously announced, the Company currently
expects to report first quarter 2026 revenue of approximately $1.3 million, representing approximately 78% year-over-year growth, and
gross profit growth of approximately 115% year-over-year.
Cloudastructure will announce a new conference
call date following the filing of its Form 10-Q.
About
Cloudastructure
Headquartered
in Palo Alto, California, Cloudastructure’s patented award-winning security platform utilizes a scalable cloud-based architecture
that features cloud video surveillance with proprietary, state-of-the-art AI/ML analytics, and a seamless remote guarding solution. The
combination enables enterprise businesses to achieve proactive, end-to-end security, and pairs that platform with an attractive value
proposition that eschews proprietary hardware and offers contract-free, month-to-month pricing and unlimited 24/7 support. With Cloudastructure,
companies can achieve unparalleled situational awareness in real time and thereby stop crime as it is happening, while simultaneously
achieving up to a 75% lower Total Cost of Ownership than other systems. For more information, visit https://www.cloudastructure.com.
Cautionary Note Regarding Forward-Looking Statements
Certain statements in this press release may be
considered forward-looking. Any forward-looking statement expressing an expectation or belief as to one or more future events is expressed
in good faith and believed to be reasonable. However, these statements are not guarantees of future events and involve risks, uncertainties
and other factors beyond our control. These factors include, but are not limited to, our ability to complete the procedures necessary
to file our Form 10-Q for the first quarter of 2026 and potential changes to our financial results for such quarter that may result from
the completion of those procedures. We caution you against relying on any of the forward-looking statements in this release, as actual
outcomes and results may differ materially from what is expressed in any forward-looking statement. Except as required by applicable law,
we do not intend to update any of the forward-looking statements to conform them to actual results or revised expectations.
Media Contact
Kathleen Hannon, Sr. Communications Director
Cloudastructure, Inc.
704.574.3732
Kathleen@cloudastructure.com
Investor Contact
Valter Pinto, Managing Director
KCSA Strategic Communications
212.896.1254
Cloudastructure@KCSA.com