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Cloudastructure (CSAI) wins approval for one-time stock option repricing

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

Rhea-AI Filing Summary

Cloudastructure, Inc. obtained stockholder approval at its July 15, 2026 annual meeting for an amendment to the Amended and Restated 2024 Equity Incentive Plan.

The Board had adopted this amendment on May 21, 2026, subject to stockholder approval, to permit a one-time repricing of Company stock options outstanding as of that date, under defined parameters and safeguards.

The amendment authorizes the Board or a committee to implement the repricing and explicitly does not increase the number of shares available for issuance under the plan. Stockholders also voted on other matters, with reported tallies including 5,306,003 votes for and 952,654 abstentions on one proposal and 9,082,633 for and 2,583,000 against on another.

Positive

  • None.

Negative

  • None.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Board adoption date May 21, 2026 Date the Board adopted the amendment, subject to stockholder approval
Stockholder approval date July 15, 2026 Date of the annual meeting where stockholders approved the amendment
Votes for proposal example 1 5,306,003 Votes cast in favor of one annual-meeting matter with broker non-votes
Abstain votes example 1 952,654 Abstentions on the same matter with 5,306,003 votes for
Broker non-votes example 1 5,471,865 Broker non-votes reported for one annual-meeting proposal
Votes for proposal example 2 9,082,633 Votes cast in favor of another stockholder matter without broker non-votes
Votes against proposal example 2 2,583,000 Votes cast against the matter that received 9,082,633 votes for
Amended and Restated 2024 Equity Incentive Plan financial
"an amendment to the Cloudastructure, Inc. Amended and Restated 2024 Equity Incentive Plan"
option repricing financial
"to permit a one-time repricing of Company’s stock options outstanding"
broker non-votes financial
"For 5,306,003 ... Abstain 952,654 ... Broker Non-Votes 5,471,865"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
definitive proxy statement regulatory
"the Company’s definitive proxy statement on Schedule 14A, filed with the SEC"
A Definitive Proxy Statement is a detailed document that a company sends to its shareholders before a big meeting, like voting on important decisions. It explains what's being voted on and gives important information so shareholders can make informed choices. It matters because it helps shareholders understand and participate in key company decisions.
Emerging Growth Company regulatory
"Rule 12b-2 of the Securities Exchange Act of 1934 ... Emerging Growth Company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

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

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Understanding 8-K Material Events →
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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): July 15, 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 5.02(e)Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

 

On May 21, 2026, the Board of Directors (the “Board”) of Cloudastructure, Inc. (the “Company”) adopted, subject to stockholder approval, an amendment (the “Amendment”) to the Cloudastructure, Inc. Amended and Restated 2024 Equity Incentive Plan (the “Plan”) to permit a one-time repricing of Company’s stock options outstanding as of May 21, 2026, and to authorize the Board (or a committee thereof) to implement such option repricing, subject to certain parameters and safeguards as set forth in the Amendment. The Amendment does not increase the number of shares available for issuance under the Plan. At the Company’s annual meeting of stockholders held on July 15, 2026 (the “Meeting”), the Company’s stockholders approved the Amendment.

 

A summary of the Amendment is included under “Proposal 5: Approval of Amendment to the Cloudastructure, Inc. Amended and Restated 2024 Equity Incentive Plan to Permit a One-Time Repricing of Outstanding Stock Options” in, and a copy of the Amendment was attached as Appendix A to, the Company’s definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission (“SEC”) on June 2, 2026.

 

Item 5.07Submission of Matters to a Vote of Security Holders.

 

The annual meeting of the stockholders of the Company was held on July 15, 2026, at which the matters listed below were submitted to a vote of the stockholders through the solicitation of proxies. The proposals are described in the Company’s definitive proxy statement on Schedule 14A, filed with the SEC on June 2, 2026. The voting results are as follows:

 

(1)The following nominee was elected to serve a three-year term on the Company’s Board of Directors by the following votes: Jeff Kirby

 

For   Against   Abstain   Broker Non-Votes
5,306,003   0   952,654   5,471,865

 

(2) The appointment of TAAD LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026, was ratified by the following votes:

 

For   Against   Abstain   Broker Non-Votes
11,283,846   385,371   61,305   N/A

 

(3) The proposal to amend the Company’s Certificate of Incorporation to decrease its total number of the authorized shares of capital stock from 500,000,000 shares to 83,333,334 shares, consisting of 69,000,000 shares of Class A common stock, 13,333,334 shares of Class B common stock and 1,000,000 shares of preferred stock, was not approved. The votes cast were as follows:

 

Class A Common Stock: For   Against   Abstain
  1,183,221   66,759   10,972
           
Class B Common Stock: For   Against   Abstain
  102,740   0   0
           
Series 2 Preferred Stock: For   Against   Abstain
  0   1,312,580   0

 

 

 

 2 

 

 

(4) The proposal to amend the Company’s Certificate of Incorporation to effect a reverse stock split of its issued and outstanding shares of Class A and Class B common stock at a ratio ranging from 1-for-2 to 1-for-200, with the exact ratio and timing, if at all, to be determined by the Board of Directors in its sole discretion; and in connection with the reverse stock split, further authorize the Board of Directors to decrease the total number of authorized shares by a proportionate amount based on the reverse stock split ratio selected by the Board, was approved. The votes cast were as follows:

 

Class A Common Stock: For   Against   Abstain
  1,158,397   85,259   17,296
           
Class B Common Stock: For   Against   Abstain
  102,740   0   0
           
Series 2 Preferred Stock: For   Against   Abstain
  1,312,580   0   0

 

(5) The amendment to the Cloudastructure, Inc. Amended and Restated 2024 Equity Incentive Plan to permit a one-time repricing of outstanding stock options was approved by the following votes:

 

For   Against   Abstain   Broker Non-Votes
3,807,535   2,148,149   302,973   5,471,865

 

(6) The proposal to adjourn the meeting, if necessary, to solicit additional proxies was approved by the following votes:

 

For   Against   Abstain   Broker Non-Votes
9,082,633   2,583,000   64,889   N/A

 

 

 

 

 

 

 

 

 

 3 

 

 

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 17, 2026

 

  CLOUDASTRUCTURE, INC.
     
  By: /s/ Greg Smitherman
   

Greg Smitherman

    Chief Financial Officer
   

(Principal Financial Officer and

Principal Accounting Officer)

 

 

 

 

 

 

 

 

 

 4 

 

Source: View Original Filing on SEC EDGAR

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