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Cloudastructure (CSAI) delays Q1 10-Q amid preferred equity review

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Cloudastructure, Inc. reported that it did not file its Form 10‑Q for the quarter ended March 31, 2026 by the extended deadline of May 20, 2026 and has postponed its first‑quarter 2026 results conference call. The delay stems from an ongoing review, with its independent registered public accounting firm, of a technical accounting issue related to the balance sheet treatment of certain preferred equity instruments. The company currently expects to report first quarter 2026 revenue of approximately $1.3 million, representing about 78% year‑over‑year growth, and gross profit growth of approximately 115% year‑over‑year, and plans to file the 10‑Q and reschedule the call as soon as practicable.

Positive

  • None.

Negative

  • Filing delay and accounting review: The company missed the extended deadline for its Q1 2026 Form 10‑Q and postponed its earnings call due to a technical accounting issue involving the balance sheet treatment of certain preferred equity instruments, introducing uncertainty until the review is completed and results are finalized.

Insights

Cloudastructure delayed its Q1 2026 10‑Q for an accounting review despite strong preliminary growth figures.

Cloudastructure disclosed a delay in filing its Q1 2026 Form 10‑Q and postponed the related earnings call while it reviews a technical accounting issue regarding the balance sheet treatment of certain preferred equity instruments with its independent auditor. Such reviews can introduce uncertainty around reported capital structure and past classifications.

The company reaffirmed preliminary Q1 2026 revenue of about $1.3 million, implying roughly 78% year‑over‑year growth, and gross profit growth of around 115% year‑over‑year. These figures suggest strong top‑line and margin expansion, but final results depend on the completion of the accounting review.

Actual impact will hinge on whether the preferred equity accounting changes affect key metrics such as equity, liabilities, or prior‑period presentation. Subsequent filings covering the quarter ended March 31, 2026 are expected to clarify the outcome of the review and confirm final Q1 results.

Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Preliminary Q1 2026 revenue $1.3 million Expected revenue for quarter ended March 31, 2026
Q1 2026 revenue growth 78% year-over-year Approximate revenue growth vs. prior-year quarter
Q1 2026 gross profit growth 115% year-over-year Approximate gross profit growth vs. prior-year quarter
Extended 10-Q deadline missed May 20, 2026 Company did not file Q1 2026 Form 10-Q by this date
Quarter end date March 31, 2026 Quarterly period covered by delayed Form 10-Q
technical accounting issue financial
"the delay relates to the Company’s ongoing review ... of a technical accounting issue associated with the balance sheet treatment"
preferred equity instruments financial
"a technical accounting issue associated with the balance sheet treatment of certain preferred equity instruments"
Quarterly Report on Form 10-Q regulatory
"has delayed the filing of its Quarterly Report on Form 10-Q for the quarter ended March 31, 2026"
A quarterly report on Form 10-Q is a standardized financial filing public companies must submit to U.S. regulators every three months, summarizing recent financial results, cash flows, balance sheet changes, operations and material risks or legal developments. Investors treat it like a company report card that shows up-to-date facts rather than marketing copy, helping them track performance, spot trends, reassess risk and make buy or sell decisions.
gross profit financial
"and gross profit growth of approximately 115% year-over-year"
Gross profit is the amount a business keeps from sales after subtracting the direct costs to make or buy the products or services sold — like the money left from a lemonade stand after paying for lemons, sugar and cups. Investors watch gross profit to judge how well a company’s core operations and pricing cover those direct costs, revealing its basic profitability and whether margins are improving or shrinking over time.
forward-looking statements regulatory
"Certain statements in this press release may be considered forward-looking."
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
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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).

 

 

 

 

 

 

 

 

 

 2 

 

 

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)

 

 

 

 

 

 

 

 

 

 3 

 

Exhibit 99.1

 

Cloudastructure AI Surveillance Investor Relations Portal

 

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

 

FAQ

Why did Cloudastructure (CSAI) delay its Q1 2026 Form 10-Q filing?

Cloudastructure delayed its Q1 2026 Form 10-Q because it is reviewing a technical accounting issue involving the balance sheet treatment of certain preferred equity instruments. The company is working with its independent registered public accounting firm and plans to file as soon as practicable.

What preliminary Q1 2026 revenue did Cloudastructure (CSAI) announce?

Cloudastructure expects to report first quarter 2026 revenue of approximately $1.3 million. This represents about 78% year-over-year growth, indicating strong expansion in sales compared with the same period last year, subject to confirmation once the Form 10-Q review is completed.

How did Cloudastructure’s gross profit trend in Q1 2026?

Cloudastructure anticipates gross profit growth of approximately 115% year-over-year for Q1 2026. This suggests significantly improved profitability on its revenues compared with the prior-year quarter, though final figures may change after the preferred equity accounting review concludes.

What event did Cloudastructure disclose in its latest 8-K filing?

Cloudastructure disclosed that it did not file its Q1 2026 Form 10-Q by the extended May 20, 2026 deadline and postponed its financial results conference call. The delay is tied to a technical accounting review concerning certain preferred equity instruments on its balance sheet.

Will Cloudastructure (CSAI) reschedule its Q1 2026 earnings call?

Cloudastructure plans to reschedule its Q1 2026 financial results conference call. The company stated it will announce a new date after it files its Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, following completion of its accounting review.

What is the accounting issue Cloudastructure is reviewing for Q1 2026?

The company is reviewing a technical accounting issue related to how certain preferred equity instruments are treated on its balance sheet. This review, conducted with its independent registered public accounting firm, prompted the delay of the Q1 2026 Form 10-Q filing and earnings call.

Filing Exhibits & Attachments

4 documents