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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): August 17, 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 2.02 Results of
Operations and Financial Condition.
On August 17, 2026, Cloudastructure, Inc. (the “Company”)
issued a press release announcing certain financial results for the quarter ended June 30, 2026. A copy of the press release is attached
as Exhibit 99.1 to this Current Report.
The information in Item 2.02 of this Current Report
on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section,
nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except
as expressly set forth by specific reference in such filing.
Item 3.01 Notice of Delisting
or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
As previously disclosed in the Current Report on Form
8-K filed by the Company with the Securities and Exchange Commission on February 20, 2026, on February 17, 2026, the Company received
a written notice (the “Notification Letter”) from the Listing Qualifications Department of The Nasdaq Stock Market
LLC (“Nasdaq”) notifying the Company that it was not in compliance with the minimum bid price requirement set forth
in Nasdaq Listing Rule 5550(a)(2) for continued listing on The Nasdaq Capital Market. Nasdaq Listing Rule 5550(a)(2) requires listed securities
to maintain a minimum bid price of $1.00 per share, and Nasdaq Listing Rule 5810(c)(3)(A) provides that a failure to meet the minimum
bid price requirement exists if the deficiency continues for a period of 30 consecutive business days. The Company was provided a compliance
period of 180 calendar days, or until August 17, 2026, to regain compliance with the minimum bid price requirement.
On August 14, 2026, the Company received a letter
from the Listing Qualifications Department of Nasdaq notifying the Company that Nasdaq had determined that for the last 10 consecutive
business days, from July 31, 2026 through August 13, 2026, the closing bid price for the Company’s Class A common stock had been
at $1.00 per share or greater. Accordingly, the Company has regained compliance with Nasdaq Listing Rule 5550(a)(2), and this matter
is now closed.
Item 9.01 Financial Statements,
Pro Forma Financial Information, and Exhibits.
(c) Exhibits
99.1 Press Release dated August 17, 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: August 17, 2026
| |
CLOUDASTRUCTURE, INC. |
| |
|
|
| |
By: |
/s/ Greg Smitherman |
| |
|
Greg Smitherman |
| |
|
Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer) |
Exhibit 99.1

Cloudastructure
Reports 164% Year-Over-Year Growth in
Subscription Revenue for the Second Quarter 2026
Revenue Mix Continued Shifting Toward Recurring,
Higher-Margin Services as Gross Profit Increased 53% Year-Over-Year
Commercial Momentum Continued Through Customer Expansion
Across Multifamily, Commercial Real Estate and Critical Infrastructure
Regains Compliance with Nasdaq Listing Requirement
Conference Call to be Held on August 17, 2026 at
12:00 P.M. ET
PALO ALTO, CA. – August 17, 2026 -- Cloudastructure,
Inc. (“Cloudastructure” or “the Company”) (Nasdaq: CSAI), a leader in cloud-native AI surveillance and remote
guarding solutions, today reported its financial results for the second quarter ended June 30, 2026 and provided a business update.
“Our second quarter results demonstrate a deliberate
shift toward a higher-quality, recurring revenue model,” said James McCormick, CEO of Cloudastructure. “Subscription revenue
grew 164% year-over-year and reached approximately 62% of total revenue, up from 27% a year ago. This mix shift drove 51% gross profit
growth on 13% total revenue growth, establishing a more predictable, scalable, and higher-margin business.”
“While we're encouraged by the continued shift
toward recurring revenue and stronger margins, we believe the bigger story is the progress we're making with customers and the broader
evolution of the security industry,” continued Mr. McCormick. “The first phase of this transition moved surveillance from
passive recording to intelligent, cloud-native platforms capable of detecting and responding to events in real time. The next phase extends
that transformation to the response itself, using AI-powered surveillance and live remote guarding to reduce reliance on traditional onsite
security models. As customers continue modernizing their security infrastructure, Cloudastructure is well positioned to expand customer
relationships, grow recurring revenue and capitalize on what we see as a significantly larger long-term market opportunity.”
Key Financial and Operational Highlights:
| · | Subscription Revenue Growth: Subscription services revenue increased 164% year-over-year to approximately
$764,000, driven by cloud video surveillance revenue growth of 172% and remote guarding revenue growth of 156%. |
| · | Revenue Mix Shift: Subscription services represented approximately 62% of total revenue in the
second quarter, compared with approximately 27% in the prior year period, as hardware and installation revenue declined. |
| · | Recurring Revenue Run Rate: Second quarter subscription revenue implies an annualized run rate
of approximately $3.1 million based on recurring revenue as of the end of June 2026. |
| · | Gross Profit Expansion: Gross profit increased 53% year-over-year to approximately $610,000, with
gross margin of approximately 49%, compared with approximately 37% in the prior year period. |
| · | Expense Discipline: General and administrative expenses decreased 15% year-over-year to approximately
$840,000, reflecting lower professional services costs. |
| · | First Half Performance: Revenue for the six months ended June 30, 2026 was approximately $2.5 million,
an increase of approximately 39% over the same period in 2025, with gross profit up approximately 80%. |
| · | Reduced Net Loss: Net loss narrowed to approximately $1.7 million from approximately $2.2 million
in the prior year period. |
Multifamily Expansion and Customer Growth
Multifamily remains the Company’s largest and
most established vertical, with significant expansion opportunities across its existing customer base. Earlier this month, the Company
announced its third deployment with a luxury multifamily operator in Houston, expanding Cloudastructure’s footprint to approximately
38% of the customer’s Texas portfolio, demonstrating the Company’s land-and-expand strategy as successful initial deployments
lead to broader portfolio adoption. Cloudastructure also continues to serve eight of the ten largest multifamily property managers in
the United States, as ranked by NMHC. Combined with a customer retention rate of approximately 99%, management believes expansion within
existing accounts contributes to a compounding recurring revenue base rather than offsetting attrition.
New Vertical Expansion
Cloudastructure
continued expanding its commercial real estate presence subsequent to the end of the quarter
through an additional deployment with one of the world's largest commercial property management
companies. Building on the success of earlier office deployments, the Company was selected
to deploy its AI-powered surveillance and live Remote Guarding platform across a five-building
Southern California office portfolio, replacing traditional onsite security guards. The engagement
includes designing and installing the camera infrastructure across all five properties, creating
near-term installation revenue and a larger recurring subscription opportunity. The deployment
originated through a referral within the same institutional portfolio, reinforcing the Company's
land-and-expand strategy and the broader opportunity to grow alongside existing enterprise
customers.
Regains Compliance with Nasdaq Listing Requirement
As previously disclosed, on February 17, 2026, the
Company was notified by Nasdaq that its Class A Common Stock had failed to meet the $1.00 minimum bid price requirement under Nasdaq Listing
Rule 5550(a)(2). Nasdaq has since confirmed that the Company’s stock has maintained a closing bid price of at least $1.00 per share
for 10 consecutive business days from July 31 through August 13, 2026. Accordingly, the Company has regained compliance with the Minimum
Bid Price Requirement, and the matter is closed.
Financial Results for the Second Quarter Ended
June 30, 2026
| · | Revenue for the second quarter ended June 30, 2026 was $1.2 million, compared to $1.1 million for the
same period in 2025, an increase of approximately 13% year-over-year. |
| o | Subscription services revenue increased to $764,000 from $289,000, an increase of approximately 164%,
led by cloud video surveillance revenue growth of approximately 172% and remote guarding revenue growth of approximately 156%. Hardware
revenue decreased to $233,000 from $455,000, and installation and other revenue decreased to $236,000 from $347,000, reflecting the Company’s
continued shift toward recurring, subscription-based revenue. |
| · | Cost of goods sold for the second quarter was $623,000, compared to $686,000 in the prior year period,
a decrease of approximately 9%, reflecting lower hardware costs and fewer installation projects, which carry a lower margin profile than
the Company’s service lines, partially offset by higher hosting, data center bandwidth, and remote guarding costs to support platform
growth. |
| · | Gross profit increased to $610,000, compared to $399,000 in the second quarter of 2025, representing approximately
53% year-over-year growth. Gross margin was approximately 49%, compared to approximately 37% in the prior year period, reflecting the
increased contribution from recurring service offerings. |
| · | Operating expenses for the quarter totaled approximately $2.7 million, compared to approximately $2.3
million in the prior year period, reflecting increased sales and marketing investment and higher operations headcount to support deployment
and remote guarding scale, partially offset by lower general and administrative expenses. |
| · | General and administrative expenses for the quarter were approximately $841,000, compared to approximately
$1.0 million in the prior year period, a decrease of approximately 15%, reflecting reduced professional services costs. |
| · | Net loss for the second quarter was approximately $1.7 million, compared to approximately $2.2 million
in the same period in 2025, reflecting improved gross profit and a non-cash gain of $319,000 on the change in fair value of derivative
liabilities. (Prior year comparative figures have been revised in connection with the technical accounting matter related to the Company’s
Series 1 and Series 2 Convertible Preferred Stock. The revision did not affect cash, operations, revenue, or operating expenses.) |
| · | As of June 30, 2026, the Company had cash on hand of approximately $3.8 million. |
Second Quarter 2026 Financial Results Conference
Call:
The Company will host a conference call on Monday,
August 17, 2026 at 12:00 P.M. ET | 9:00 A.M. PT to discuss its financial results for the second quarter ended June 30, 2026, and provide
a business update.
Date: August 17, 2026
Time: 12:00 P.M. ET | 9:00 A.M. PT
Live Call: 1-888-506-0062 (U.S. Toll Free)
or 1-973-528-0011 (International)
Access Code: 991539
Webcast: https://www.webcaster5.com/Webcast/Page/3134/54406
The live webcast and any related presentation materials made available
for the call will be available through the Company’s investor relations website at https://www.cloudastructure.com/investor/home.
For interested individuals unable to join the conference call, a replay will be available through August 31, 2026, by dialing 1-877-481-4010
(U.S. Toll Free) or 1-919-882-2331 (International). Participants must use the following code to access the replay of the call: 54406.
An archived version of the webcast will also be available for 365 days.
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 statements within the meaning of the federal securities laws. Forward-looking statements
may include, without limitation, statements regarding customer adoption and expansion, the Company’s land-and-expand strategy, recurring
revenue growth and the annualized run rate, product capabilities, market opportunity, deployment timing, and the Company’s ability
to scale its platform. Forward-looking statements are typically identified by words and phrases such as “anticipate,” “estimate,”
“believe,” “continue,” “could,” “intend,” “may,” “plan,” “potential,”
“predict,” “seek,” “should,” “will,” “would,” “expect,” “objective,”
“projection,” “forecast,” “goal,” “guidance,” “outlook,” “effort,”
“target” or the negative of such words and other comparable terminology. Forward-looking statements are based on current expectations
and assumptions, are subject to risks and uncertainties, and are not guarantees of future performance. The Company has a history of net
losses and a limited operating history at scale, and there can be no assurance that it will achieve or sustain profitability. The Company’s
ability to grow recurring revenue depends on successful deployment and customer adoption and retention, including in a customer base that
may be concentrated in the multifamily sector and among a limited number of customers. Actual results may differ materially from those
expressed or implied by forward-looking statements due to multiple factors including, among others: uncertainty regarding market adoption
of AI-powered surveillance and remote guarding solutions; customer concentration, churn, and renewal rates; delays, cost overruns, or
performance issues in deploying and integrating the Company’s platform; competition and pricing pressure; the Company’s ability
to fund growth and meet capital needs; the ability to maintain platform availability, cybersecurity, and data privacy; changes in applicable
laws and regulations; the Company’s ability to manage sales and marketing investments and scale operations; delays or changes in
financial reporting and accounting treatment; and the risks and uncertainties discussed in the reports that the Company has filed with
the SEC, including its Annual Report on Form 10-K and subsequent filings. Forward-looking statements speak only as of the date of this
release. Except as required by applicable law, the Company undertakes no obligation to update or revise any forward-looking statements.
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