Cloudastructure (Nasdaq: CSAI) enacts 1-for-30 reverse split to support Nasdaq bid rule
Rhea-AI Filing Summary
Cloudastructure, Inc. approved structural changes to its equity, including a 1-for-30 reverse stock split of its Class A and Class B common stock effective 12:01 a.m. Eastern Time on July 31, 2026. Authorized capital was proportionately reduced from 500,000,000 to 16,666,668 shares across Class A, Class B and preferred stock.
The company also added a standard antidilution provision to its Series 2 Convertible Preferred Stock so its conversion price adjusts for certain recapitalizations and reclassifications of Class A common stock. The reverse split, with fractional shares rounded up, is intended to support compliance with Nasdaq’s $1.00 minimum bid price requirement.
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Filing Explained
The 1-for-30 reverse split is complete, but Nasdaq compliance remains an intended outcome rather than a reported result.
The accompanying press release said the split was intended to take effect on
At that point, each 30 shares of Class A or Class B stock became one share, with fractional shares rounded up. A reverse stock split reduces the share count and raises the per-share price proportionally; the split itself does not change company value.
The Series 2 amendment became effective on
The remaining milestone disclosed is regaining and maintaining Nasdaq’s
8-K Event Classification
Key Figures
Key Terms
reverse stock split financial
antidilution provision financial
Series 2 Convertible Preferred Stock financial
Nasdaq Listing Rule 5550(a)(2) regulatory
minimum bid price requirement regulatory
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What reverse stock split did Cloudastructure (CSAI) approve and when is it effective?
Why is Cloudastructure (CSAI) implementing a 1-for-30 reverse stock split?
What happens to Cloudastructure (CSAI) equity awards, warrants and convertibles after the reverse split?
What change did Cloudastructure (CSAI) make to its Series 2 Convertible Preferred Stock?
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event
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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):
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| Title of Class | Trading Symbol | Name of Exchange On Which Registered | ||
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
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| 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 July 28, 2026, Cloudastructure, Inc. (the “Company”) filed a Certificate of Amendment to Amended and Restated Certificate of Designations of Preferences and Rights of Series 2 Convertible Preferred Stock (the “Series 2 Amendment”) with the Secretary of State of the State of Delaware to amend the terms of its Series 2 Convertible Preferred Stock (the “Series 2 Stock”) to add a standard antidilution provision that adjusts the conversion price of the Series 2 Stock upon certain recapitalizations and reclassifications of the Company’s outstanding shares of Class A common stock, par value $0.0001 per share (the “Class A Stock”). The Series 2 Amendment became effective on July 28, 2026.
Also on July 28, 2026, the Company filed a Certificate of Amendment to (the “Charter Amendment”) to its Second Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to effect a reverse stock split of its outstanding shares of Class A Stock and Class B common stock, par value $0.0001 per share (“Class B Stock”), at a ratio of 1-for-30 (the “Reverse Stock Split”), and to reduce proportionately the Company’s authorized stock. The Certificate of Amendment became effective at 12:01 a.m. Eastern Time on July 31, 2026.
Pursuant to the Charter Amendment, at the effective time, each thirty (30) shares of Class A Stock and each thirty (30) shares of Class B Stock issued and outstanding immediately prior to the effective time were automatically reclassified, combined, and changed into one fully paid and nonassessable share of Class A Stock or Class B Stock, as applicable, without any further action by the stockholders or any other person. No fractional shares were issued in connection with the Reverse Stock Split. Any fractional shares resulting from the Reverse Stock Split were rounded up to the nearest whole share in accordance with the Charter Amendment.
Pursuant to the Charter Amendment, immediately following the effective time, the authorized capital of the Company was reduced from 500,000,000 shares of capital stock, consisting of 250,000,000 shares of Class A Stock, 100,000,000 shares of Class B Stock, and 150,000,000 shares of preferred stock, par value $0.0001 per share, to 16,666,668 shares of capital stock, consisting of 8,333,334 shares of Class A Stock, 3,333,334 shares of Class B Stock, and 5,000,000 shares of preferred stock, par value $0.0001 per share.
The foregoing descriptions of the Series 2 Amendment and the Charter Amendment do not purport to be complete and are qualified in their entirety by reference to the full text of the Series 2 Amendment and the Charter Amendment, respectively, copies of which are filed as Exhibit 3.1 and Exhibit 3.2, respectively, to this Current Report on Form 8-K and are incorporated here by reference.
| Item 8.01 | Other Events. |
On July 28, 2026, the Company issued a press release announcing the Reverse Stock Split. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated here by reference.
| Item 9.01 | Financial Statements, Pro Forma Financial Information, and Exhibits. |
(d) Exhibits
| 3.1 | Certificate of Amendment to Amended and Restated Certificate of Designations of Preferences and Rights of Series 2 Convertible Preferred Stock of Cloudastructure, Inc. |
| 3.2 | Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of Cloudastructure, Inc. |
| 99.1 | Press Release dated July 28, 2026 |
| 104 | Cover Page Interactive File (the cover page XBRL tags are embedded in the Inline XBRL document) |
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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: August 3, 2026
| CLOUDASTRUCTURE, INC. | ||
| By: | /s/ James McCormick | |
James McCormick | ||
| Chief Executive Officer | ||
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Exhibit 99.1
FOR IMMEDIATE RELEASE
Cloudastructure Announces Reverse Stock Split
Palo Alto, Calif. — July 28, 2026 — Cloudastructure, Inc. (Nasdaq: CSAI), a provider of AI-powered video surveillance, remote monitoring, and cloud-based security analytics, today announced that its stockholders have approved, and the Company intends to effect, a reverse stock split of its Class A Common Stock, par value $0.0001 per share (the “Common Stock”), at a ratio of 1-for-30, to become effective on July 31, 2026.
Following the reverse stock split, the Common Stock will continue to trade on the Nasdaq Capital Market under the symbol “CSAI,” with a new CUSIP number of 18912E306. No fractional shares will be issued in connection with the reverse stock split. Any fractional shares will be rounded up to the nearest whole share. Proportionate adjustments will be made to the number of shares of Common Stock issuable upon the exercise or conversion of the Company’s outstanding equity awards, warrants and other convertible securities, as well as to the applicable exercise or conversion prices.
The reverse stock split is intended to increase the per share trading price of the Common Stock in order to regain and maintain compliance with the $1.00 minimum bid price requirement for continued listing on the Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2). The Company’s transfer agent, Transfer Online, Inc., is acting as exchange agent for the reverse stock split. Stockholders holding shares in book-entry form or through a bank, broker or other nominee are not required to take any action in connection with the reverse stock split.
About Cloudastructure
Headquartered in Palo Alto, California, Cloudastructure’s patented, advanced, 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 including our ability to effect the reverse stock split on the expected terms and within the expected timeframe, whether the reverse stock split will have the intended effect of increasing the per share trading price of our Common Stock or enabling us to regain and maintain compliance with Nasdaq’s minimum bid price requirement, and general market and economic conditions. 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.
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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
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