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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 27, 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 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers |
(e) Compensatory
Arrangements of Certain Officers.
On August 27, 2026, the Board of Directors (the
“Board”) of Cloudastructure, Inc., a Delaware corporation (the “Company”), approved a one-time repricing
(the “Option Repricing”) of certain outstanding stock options to purchase shares of the Company’s common stock
(the “Eligible Options”) granted under either the Company’s Amended and Restated 2024 Equity Incentive Plan (the
“Plan”) or the Company’s 2024 Stock Option Plan (the “Original Plan”). The Option Repricing
was previously authorized by the Company’s stockholders at the Company’s 2026 Annual Meeting of Stockholders held on July
15, 2026.
The Option Repricing applies to all unexercised
stock options granted under the Plan or the Original Plan that were outstanding as of May 21, 2026, and that had an exercise price per
share that exceeded the Fair Market Value (as defined in the Plan) of a share of stock on August 26, 2026. As a result, a total of approximately
340,513 shares of the Company’s common stock are subject to Eligible Options that were repriced.
Pursuant to the Option Repricing, the exercise
price of each Eligible Option has been reduced to $4.97 per share, the closing price of the Company’s common stock on the Nasdaq
Stock Market on August 26, 2026.
Other than the reduction in exercise price, the
material terms of the Eligible Options, including the number of shares subject to each option and the original vesting schedule and expiration
dates, remain unchanged.
The following table sets forth information regarding
the Eligible Options held by the Company’s named executive officers that were repriced in the Option Repricing:
| Named Executive Officer |
No. of Options |
Original Exercise Price |
| James McCormick (CEO) |
834 |
$55.80 |
| |
61,561 |
$81.00 |
| Greg Smitherman (CFO) |
26,667 |
$55.80 |
| |
12,862 |
$81.00 |
| Gregory Rayzman (CTO) |
23,056 |
$55.80 |
| |
15,641 |
$81.00 |
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: September 2, 2026
| |
CLOUDASTRUCTURE, INC. |
| |
|
|
| |
By: |
/s/ Greg Smitherman |
| |
|
Greg Smitherman |
| |
|
Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer) |
