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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): September 28, 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 1.01 |
Entry into a Material Definitive Agreement. |
On September 28, 2026, Cloudastructure, Inc. (the
“Company”) entered into an Exchange Agreement (the “Exchange Agreement”) with Streeterville Capital,
LLC (“Streeterville”), pursuant to which the Company and Streeterville agreed to partition a new promissory note (the
“Partitioned Note”) in the original principal amount of $63,332.50 from that certain Promissory Note dated June 30,
2026, in the original principal amount of $1,299,870.00 (the “Note”), and to exchange the Partitioned Note for 18,246
shares of the Company’s Class A common stock, par value $0.0001 per share (the “Exchange Shares”). Pursuant to
the Exchange Agreement, the Partitioned Note was partitioned from the Note, and the outstanding balance of the Note was reduced by $63,332.50.
Streeterville agreed to surrender the Partitioned Note in exchange for the Exchange Shares. On the Free Trading Date (as defined in the
Exchange Agreement), the Partitioned Note will be cancelled and all obligations of the Company under the Partitioned Note will be deemed
fulfilled. No additional consideration was paid by Streeterville in connection with the exchange.
The exchange was effected in reliance upon the
exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended (the “Securities Act”).
The foregoing description of the Exchange Agreement
is not complete and is qualified in its entirety by reference to the full text of the Exchange Agreement, a copy of which is filed as
Exhibit 10.1 to this Current Report on Form 8-K and is incorporated here by reference.
| Item 3.02 |
Unregistered Sales of Equity Securities. |
On September 28, 2026, in connection with the
Exchange Agreement described in Item 1.01 above (which description is incorporated here by reference), the Company agreed to issue 18,246
shares of Class A common stock to Streeterville in exchange for the Partitioned Note. The issuance of the Exchange Shares was exempt from
registration under Section 3(a)(9) of the Securities Act.
| Item 9.01 |
Financial Statements, Pro Forma Financial Information, and Exhibits. |
(d) Exhibits
| 10.1 |
Exchange Agreement between Cloudastructure, Inc. and Streeterville Capital, LLC dated September 28, 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: October 2, 2026
| |
CLOUDASTRUCTURE, INC. |
| |
|
|
| |
By: |
/s/ Greg Smitherman |
| |
|
Greg Smitherman |
| |
|
Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer) |
