Cloudastructure (CSAI) launches $9,000,000 at-the-market stock sale plan

Rhea-AI Filing Summary

Cloudastructure, Inc. entered into an Equity Distribution Agreement with Maxim Group LLC to establish an at-the-market equity program for up to $9,000,000 of its Class A common stock. Maxim will act as sales agent and receive a 3.0% commission on gross sales.

Shares may be sold from time to time on the Nasdaq Capital Market or as otherwise agreed, and the company is not obligated to sell any shares. The program runs until $9,000,000 of shares are sold, February 2, 2027, or earlier termination. Shares will be issued under a Form S-3 registration statement once it is declared effective. Cloudastructure also obtained a waiver from Streeterville Capital, LLC of certain rights to participate in future financings for this at-the-market program.

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Capital markets and corporate finance analyst

Cloudastructure sets up a flexible $9M at-the-market stock sale program.

Cloudastructure, Inc. arranged an Equity Distribution Agreement with Maxim Group LLC allowing sales of up to $9,000,000 of Class A common stock over time. Maxim acts as sales agent and earns a 3.0% commission on the gross sales price of any shares sold.

Sales can occur directly on The Nasdaq Capital Market or through other methods that qualify as at-the-market offerings, giving the company flexibility in timing and size of individual transactions. The program ends when $9,000,000 of shares are sold, on February 2, 2027, or upon earlier termination as described.

The shares will be issued under a Form S-3 registration statement filed on February 2, 2026, which must first be declared effective by the SEC. A separate Waiver Agreement with Streeterville Capital, LLC removes certain participation rights for this at-the-market program, helping align this facility with existing financing arrangements.

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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): February 2, 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.)
228 Hamilton Road
Palo Alto, California		94301
(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 1.01 Entry into a Material Definitive Agreement.

On February 2, 2026, Cloudastructure, Inc., a Delaware corporation (the “Company”) entered into an Equity Distribution Agreement (the “Agreement”) with Maxim Group LLC (“Maxim”) to create an at-the-market equity program. Under the Agreement, the Company may offer and sell its Class A common stock, par value $0.0001 per share, from time to time having an aggregate offering amount of up to $9,000,000 (the “Shares”) during the term of the Agreement through Maxim, as sales agent. The Company has agreed to pay Maxim a commission equal to 3.0% of the gross sales price from the sales of Shares pursuant to the Agreement. In addition, the Company has agreed to reimburse Maxim for its reasonable and documented costs and out-of-pocket expenses incurred in connection with its services, including certain fees of its legal counsel.

Sales of the Shares, if any, under the Agreement may be made through any method permitted by law to be “at-the-market equity offerings” as defined in Rule 415 under the Securities Act of 1933, as amended, including sales directly on The Nasdaq Capital Market, at market prices or as otherwise agreed with Maxim. The Company has no obligation to sell any of the Shares under the Agreement and no assurance can be given that the Company will sell any Shares under the Agreement, or if it does, as to the price or number of Shares the Company will sell, or the dates on which any such sales will take place. The Agreement will terminate on the earliest of (i) the sale, pursuant to the Agreement, of Shares having an aggregate offering price of $9,000,000, (ii) February 2, 2027, and (iii) earlier termination in certain situations, as set forth in the Agreement.

The Shares will be issued pursuant to the Company’s Registration Statement on Form S-3 filed with the Securities and Exchange Commission (“SEC”) on February 2, 2026 (the “Registration Statement”) and the prospectus relating to the offer and sale of the Shares that forms a part of the Registration Statement, following such time as the Registration Statement is declared effective by the SEC. The Shares may not be sold, and offers to buy may not be accepted, prior to the time the Registration Statement becomes effective.

This Current Report shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the Shares in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

In addition, on February 2, 2026, the Company entered into a Waiver Agreement (the “Waiver”) with Streeterville Capital, LLC, a Utah limited liability company (“Streeterville”), pursuant to which Streeterville agreed to waive certain rights to participate in future equity and debt financings by the Company, which rights were granted to Streeterville in the Securities Purchase Agreement between the Company and Streeterville dated March 21, 2025, with respect to the at-the-market equity program represented by the Agreement.

The foregoing summaries of the Agreement and the Waiver do not purport to be complete and are qualified in their entirety by reference to the full text of the Agreement and the Waiver, respectively, which are filed as exhibits to this Current Report and are incorporated herein by reference. The Agreement contains representations and warranties that the parties made to, and solely for the benefit of, the other in the context of all of the terms and conditions of the Agreement and in the context of the specific relationship between the parties. The provisions of the Agreement, including the representations and warranties contained therein, are not for the benefit of any party other than the parties to the Agreement and are not intended as a document for investors and the public to obtain factual information about the Company’s current state of affairs. Rather, investors and the public should look to other disclosures contained in the Company’s filings with the SEC.

Item 9.01 Financial Statements, Pro Forma Financial Information, and Exhibits.

(d)       Exhibits

Exhibit Number		Document
10.1		Equity Distribution Agreement between the Company and Maxim Group LLC dated February 2, 2026 (incorporated by reference to Exhibit 1.2 to the Company’s Registration Statement on Form S-3 filed with the SEC on February 2, 2026)
10.2		Waiver Agreement between the Company and Streeterville Capital, LLC dated February 2, 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: February 2, 2026

	CLOUDASTRUCTURE, INC.
	By:	/s/ Greg Smitherman
		Greg Smitherman
		Chief Financial Officer
		(Principal Financial Officer and Principal Accounting Officer)

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FAQ

What at-the-market equity program did Cloudastructure (CSAI) establish?

Cloudastructure created an at-the-market equity program allowing sales of up to $9,000,000 of its Class A common stock. Shares may be sold from time to time through Maxim Group LLC as sales agent on The Nasdaq Capital Market or via other permitted methods.

What fees will Cloudastructure (CSAI) pay Maxim Group under the equity agreement?

Cloudastructure will pay Maxim a 3.0% commission on the gross sales price of any shares sold under the program. The company will also reimburse Maxim for reasonable, documented costs and out-of-pocket expenses, including certain legal fees related to the arrangement.

How long will Cloudastructure’s (CSAI) $9,000,000 at-the-market program remain in effect?

The at-the-market program ends when shares with an aggregate offering price of $9,000,000 are sold, on February 2, 2027, or upon earlier termination in specified situations outlined in the Equity Distribution Agreement between Cloudastructure and Maxim Group LLC.

When can Cloudastructure (CSAI) begin selling shares under the new at-the-market program?

Cloudastructure’s shares will be sold under a Form S-3 registration statement filed on February 2, 2026. Sales may only begin after this registration statement is declared effective by the SEC, and no offers or sales can occur before effectiveness.

What waiver did Streeterville Capital grant to Cloudastructure (CSAI)?

Streeterville Capital, LLC signed a Waiver Agreement on February 2, 2026, giving up certain rights to participate in future equity and debt financings. Those rights came from a March 21, 2025 Securities Purchase Agreement and are waived specifically for this at-the-market equity program.

Is Cloudastructure (CSAI) required to sell shares under the at-the-market agreement?

Cloudastructure has no obligation to sell any shares under the Equity Distribution Agreement. There is no assurance any shares will be sold, or what prices, quantities, or dates would apply if the company elects to use the at-the-market program.