Cloudastructure (CSAI) faces Nasdaq noncompliance after delayed Q1 2026 10-Q filing
Rhea-AI Filing Summary
Cloudastructure, Inc. received a Nasdaq notice on May 26, 2026 because it did not timely file its Quarterly Report on Form 10-Q for the period ended March 31, 2026. This means the company is not in compliance with Nasdaq Listing Rule 5250(c)(1), which requires on-time financial filings.
The delay relates to reviewing the accounting treatment for Series 2 Convertible Preferred Stock and certain preferred equity instruments, and the notice does not immediately affect trading of the Class A Common Stock on the Nasdaq Capital Market. Cloudastructure has 60 days, until July 25, 2026, to submit a compliance plan and could receive up to 180 days from the 10-Q due date, through November 16, 2026, to regain compliance if Nasdaq accepts its plan.
Positive
- None.
Negative
- Nasdaq noncompliance: Cloudastructure is not in compliance with Nasdaq Listing Rule 5250(c)(1) due to a late Form 10-Q, creating a risk to its continued Nasdaq listing if it cannot resolve the delay within the allowed timeframe.
Insights
Nasdaq noncompliance notice raises listing-risk over missing 10-Q.
Cloudastructure has fallen out of compliance with Nasdaq Listing Rule 5250(c)(1) after missing its Form 10-Q for the quarter ended March 31, 2026. The company attributes the delay to a complex accounting review of preferred equity, including Series 2 Convertible Preferred Stock.
Nasdaq has given the company 60 days, until July 25, 2026, to submit a compliance plan and may allow up to 180 days from the 10-Q due date, through November 16, 2026, to regain compliance if that plan is accepted. There is no immediate impact on trading, but longer-term listing status depends on completing the review and filing the 10-Q.
The key variables are the timing and outcome of the accounting review, any resulting changes to previously reported or current financial results, and Nasdaq’s decisions on accepting a plan or any appeal. Subsequent company filings and Nasdaq communications will clarify whether Cloudastructure successfully restores full compliance within the allowed timeframe.
8-K Event Classification
Key Figures
Key Terms
Nasdaq Listing Rule 5250(c)(1) regulatory
Series 2 Convertible Preferred Stock financial
Inline XBRL technical
forward-looking statements regulatory
preferred equity instruments financial
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On May 26, 2026, Cloudastructure, Inc. (the “Company”) received a notice (the “Notice”) from the Nasdaq Listing Qualifications staff of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, as a result of not having timely filed its Quarterly Report on Form 10-Q for the period ended March 31, 2026 (“Form 10-Q”), the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1), which requires timely filing of all required periodic financial reports with the Securities and Exchange Commission.
The Company requires additional time to review and confirm the accounting treatment for its outstanding shares of Series 2 Convertible Preferred Stock.
The Notice has no immediate effect on the listing or trading of the Company’s Class A Common Stock on the Nasdaq Capital Market. The Notice provides that the Company has 60 days, or until July 25, 2026 (the “Compliance Plan Due Date”), to submit a plan to regain compliance with Nasdaq Listing Rule 5250(c)(1). If the plan is accepted by Nasdaq, then Nasdaq can grant the Company up to 180 calendar days from the due date of Form 10-Q, or November 16, 2026, to regain compliance.
The Company intends to file the Form 10-Q prior to the Compliance Plan Due Date. However, in the event the Company is not able to file the Form 10-Q by the Compliance Plan Due Date, the Company will submit such plan by the Compliance Plan Due Date. However, there is no assurance that Nasdaq will accept the Company’s plan to regain compliance or, if accepted, that the Company will be able to regain compliance with Nasdaq’s rules by November 16, 2026. If Nasdaq does not accept the Company’s plan, then the Company will have the opportunity to appeal that decision to a Nasdaq hearings panel.
On May 29, 2026, the Company issued a press release announcing its receipt of the Notice. A copy of the press release is attached as an Exhibit 99.1 and is incorporated herein by reference.
This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements include, but are not limited to, statements regarding the Company’s ability to regain compliance with Nasdaq Listing Rule 5250(c)(1), the Company’s intention to file its Form 10-Q prior to the Compliance Plan Due Date of July 25, 2026, the Company’s plans to submit a compliance plan to Nasdaq if the Form 10-Q is not filed by the Compliance Plan Due Date, the Company’s ongoing review of the accounting treatment for its outstanding shares of Series 2 Convertible Preferred Stock, and the potential timeline for regaining compliance, including the extended compliance period through November 16, 2026. Forward-looking statements are based on current expectations and assumptions, are subject to risks and uncertainties, and are not guarantees of future performance. Actual results may differ materially from those anticipated in the forward-looking statements due to various factors, including but not limited to: the outcome and timing of the Company’s review of the accounting treatment for the Series 2 Convertible Preferred Stock; the Company’s ability to complete the review procedures necessary to file the Form 10-Q; potential changes to the Company’s previously reported or current period financial results that may result from the completion of those procedures; Nasdaq’s acceptance of the Company’s compliance plan; the outcome of any appeal to a Nasdaq hearings panel; general economic and market conditions; and other risks and uncertainties described in the Company’s filings with the Securities and Exchange Commission, including its most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.
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Item 9.01 Financial Statements, Pro Forma Financial Information, and Exhibits.
(c) Exhibits
99.1 Press Release dated May 29, 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 29, 2026. | |
| 104 | Cover Page Interactive Data 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: May 29, 2026
| CLOUDASTRUCTURE, INC. | ||
| By: | /s/ Greg Smitherman | |
Greg Smitherman | ||
| Chief Financial Officer | ||
(Principal Financial Officer and Principal Accounting Officer) | ||
| 4 |
Exhibit 99.1
FOR IMMEDIATE RELEASE
Cloudastructure Receives Notice From Nasdaq
Palo Alto, Calif. — May 29, 2026 — Cloudastructure, Inc. (Nasdaq: CSAI), a provider of AI-powered video surveillance, remote monitoring, and cloud-based security analytics, today announced it received a notice from Nasdaq on May 26, 2026 indicating that, as a result of not having timely filed its Quarterly Report on Form 10-Q for the period ended March 31, 2026 (the “Form 10-Q”), the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1), which requires timely filing of all required periodic financial reports with the Securities and Exchange Commission.
As previously announced, the delay relates to the Company’s ongoing review, in consultation with its independent registered public accounting firm, of a complex 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.
The Nasdaq notice has no immediate effect on the listing or trading of the Company’s Class A Common Stock on the Nasdaq Capital Market. The Notice provides that the Company has 60 days to submit a plan to regain compliance with Nasdaq Listing Rule 5250(c)(1). If the plan is accepted by Nasdaq, then Nasdaq can grant the Company up to 180 calendar days from the due date of Form 10-Q, or November 16, 2026, to regain compliance.
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. 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