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Cloudastructure, Inc. 8-K Filings

CSAI NASDAQ

Every 8-K that Cloudastructure, Inc. (CSAI) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.

A 8-K covers material events a company has to report between its quarterly reports, so if you follow CSAI and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full CSAI filings page.

Rhea-AI Summary

Cloudastructure, Inc. (CSAI) reported that its Board approved a one-time repricing of certain outstanding employee stock options under its Amended and Restated 2024 Equity Incentive Plan and 2024 Stock Option Plan. The repricing had been authorized by stockholders at the 2026 Annual Meeting of Stockholders held on July 15, 2026.

The action covers unexercised options outstanding as of May 21, 2026 with exercise prices above the Fair Market Value on August 26, 2026, affecting approximately 340,513 shares subject to Eligible Options. The exercise price of each Eligible Option was reduced to $4.97 per share, the closing price of CSAI Class A common stock on August 26, 2026. All other material terms, including the number of shares, vesting schedules, and expiration dates, remain unchanged.

Repriced options for named executive officers include grants held by CEO James McCormick, CFO Greg Smitherman, and CTO Gregory Rayzman at original exercise prices of $55.80 and $81.00 per share.

Rhea-AI Summary

Cloudastructure, Inc. reported second-quarter 2026 results showing a major shift toward recurring revenue. Subscription revenue grew 164% year-over-year and accounted for approximately 62% of total revenue, up from 27% a year earlier. This mix shift supported strong margin improvement, with gross profit increasing 53% year-over-year on 13% total revenue growth.

The company highlighted multifamily housing as its largest vertical, citing an expansion that now covers about 38% of a key customer’s Texas portfolio, and stated it serves eight of the ten largest U.S. multifamily property managers with an approximate 99% customer retention rate. Cloudastructure also announced new deployments in commercial real estate and confirmed it has regained compliance with Nasdaq’s $1.00 Minimum Bid Price Requirement after its shares traded at or above that level for 10 consecutive business days.

Rhea-AI Summary

Cloudastructure, Inc. entered into an Exchange Agreement with Streeterville Capital, LLC on August 6, 2026. The company partitioned a new promissory note in the original principal amount of $108,332.50 (the “Partitioned Note”) from an existing promissory note dated June 30, 2026 with an original principal amount of $1,299,870.00. The outstanding balance of the original note was reduced by $108,332.50, and the Partitioned Note will be exchanged for 22,297 shares of Class A common stock. Streeterville will receive these shares on or before August 10, 2026, after which, on the defined Free Trading Date, the Partitioned Note will be cancelled and the company’s obligations under it will be deemed fulfilled. No additional cash consideration was paid by Streeterville, and the share issuance relies on the Section 3(a)(9) exemption under the Securities Act.

Rhea-AI Summary

Cloudastructure, Inc. approved structural changes to its equity, including a 1-for-30 reverse stock split of its Class A and Class B common stock effective 12:01 a.m. Eastern Time on July 31, 2026. Authorized capital was proportionately reduced from 500,000,000 to 16,666,668 shares across Class A, Class B and preferred stock.

The company also added a standard antidilution provision to its Series 2 Convertible Preferred Stock so its conversion price adjusts for certain recapitalizations and reclassifications of Class A common stock. The reverse split, with fractional shares rounded up, is intended to support compliance with Nasdaq’s $1.00 minimum bid price requirement.

Rhea-AI 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.

Rhea-AI Summary

Cloudastructure, Inc. restructured part of its Series 2 Convertible Preferred Stock by entering into an Exchange Agreement with Streeterville Capital. The company issued a new unsecured Promissory Note with an original principal of $1,299,870 in exchange for 1,170 Series 2 preferred shares, which were cancelled.

The Exchange Note bears 9.5% annual interest, matures on July 30, 2027, and allows Streeterville to redeem up to $108,332.50 plus interest per month starting July 30, 2026, with higher interest and a one-time 10% balance increase if certain trigger events and defaults occur.

The company also adopted an Amended and Restated Certificate of Designations for the Series 2 Preferred, setting a fixed conversion price of $0.40 per share with full-ratchet anti-dilution, removing “Deemed Liquidation Event” treatment, and limiting default remedies to an automatic 10% increase in stated value and equitable or injunctive relief so the Series 2 is treated as equity under U.S. GAAP.

Rhea-AI 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.

Rhea-AI Summary

Cloudastructure, Inc. reported that it did not file its Form 10‑Q for the quarter ended March 31, 2026 by the extended deadline of May 20, 2026 and has postponed its first‑quarter 2026 results conference call. The delay stems from an ongoing review, with its independent registered public accounting firm, of a technical accounting issue related to the balance sheet treatment of certain preferred equity instruments. The company currently expects to report first quarter 2026 revenue of approximately $1.3 million, representing about 78% year‑over‑year growth, and gross profit growth of approximately 115% year‑over‑year, and plans to file the 10‑Q and reschedule the call as soon as practicable.

Rhea-AI Summary

Cloudastructure, Inc. furnished preliminary results for the quarter ended March 31, 2026 and rescheduled its first-quarter conference call. The company expects to report Q1 2026 revenue of approximately $1.3 million, representing about 78% year-over-year growth, and gross profit growth of about 115% year-over-year.

The company moved its Q1 2026 financial results call to May 21, 2026 at 12:00 p.m. ET to allow more time to complete its quarterly review, and plans to release full results on May 20, 2026 after market close. Management notes that final figures could change as review procedures are completed.

Rhea-AI Summary

Cloudastructure, Inc. has strengthened its leadership team by appointing Ed Burnett as Chief Security and Operations Officer. Burnett is a former Vice President of U.S. Security and Global Fraud Investigations at UPS with more than 30 years of enterprise security experience.

He will lead operations, remote guarding teams and deployments, and help guide technology development and strategic relationships in logistics, transportation, and enterprise markets. The company highlights 271% year-over-year revenue growth in 2025 and recognition with the 2025 AI Breakthrough Award for Image Processing as it enters this next phase.

Rhea-AI Summary

Cloudastructure, Inc. reported a change in its independent auditor. On April 16, 2026, the Board, following the Audit Committee’s recommendation, dismissed Bush & Associates CPA LLC, which had audited the company’s financial statements for the years ended December 31, 2025 and 2024. Those audit reports contained no adverse opinions, disclaimers, or qualifications, and the company states there were no disagreements or reportable events with Bush & Associates through April 16, 2026. The company engaged TAAD LLP as its new independent registered public accounting firm beginning with the quarter ending March 31, 2026 and the year ending December 31, 2026, and notes it did not previously consult TAAD on accounting matters or potential audit opinions.

Rhea-AI Summary

Cloudastructure, Inc. reported that it received a notice from Nasdaq stating that its Class A Common Stock no longer meets the Nasdaq Capital Market’s minimum bid price requirement of $1.00 per share. This followed 30 consecutive business days, from December 29, 2025 through February 10, 2026, with a closing bid below $1.00.

The stock is not being immediately delisted. Cloudastructure has 180 calendar days, until August 17, 2026, to regain compliance by having a closing bid price of at least $1.00 per share for a minimum of 10 consecutive business days. The company may qualify for an additional 180-day period if it meets other listing standards and indicates its intent to cure the deficiency, potentially through a reverse stock split.

If compliance is not regained within the allowed period(s), Nasdaq may delist the shares, though the company could appeal to a Nasdaq Hearings Panel. Cloudastructure plans to monitor its stock price and is considering options, including a reverse stock split subject to stockholder approval, but there is no assurance it will regain compliance.

Rhea-AI 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.

Rhea-AI Summary

Cloudastructure, Inc. filed a current report to disclose that it issued a press release about its results of operations and financial condition. The company states that the press release, dated January 15, 2026, is provided as an exhibit to this report. Cloudastructure’s Class A common stock trades on the Nasdaq Capital Market under the symbol CSAI, and the filing is signed by the chief financial officer, Greg Smitherman.

Rhea-AI Summary

Cloudastructure, Inc. entered into Supplemental Terms with Streeterville Capital for a new funding tranche under its existing Series 2 Convertible Preferred Stock agreement. On December 15, 2025, the company issued 3,500 shares of Series 2 Preferred Stock (the “Tranche 3 Shares”) to Streeterville for gross proceeds of $3,500,000.

Each Tranche 3 Share has a stated value of $1,111 and is convertible into Class A common stock based on a Conversion Amount divided by the Conversion Price. Before a Trigger Event or Event of Default, the Conversion Price is $10.00 per share, subject to adjustment. After such events, the price is the lesser of the fixed price and a formula tied to 88% of the lowest recent VWAP, but not below 20% of the Nasdaq “Minimum Price.”

The Supplemental Terms introduce a Cooling Off Period that restricts conversions at prices below $0.75 per share and give the company the option to settle certain low-price conversions in cash or shares. Streeterville’s reinvestment right under the original agreement is now fully exercised. Conversions are also limited so Streeterville alone cannot exceed 4.99% and together with affiliates cannot exceed 9.99% beneficial ownership of Class A common stock.

Rhea-AI Summary

Cloudastructure, Inc. filed a current report to note that it released a press release covering its results of operations and financial condition. The company states that this press release, dated November 13, 2025, is furnished as Exhibit 99.1 and relates to its Class A common stock listed on the Nasdaq Capital Market under the symbol CSAI.

Rhea-AI Summary

Cloudastructure, Inc. (CSAI) filed an 8-K announcing a furnished investor presentation. Under Regulation FD, the company attached Exhibit 99.1, a presentation dated August 2025, which it may post on its website or share with investors and other interested parties. The filing is administrative in nature and does not announce a transaction.

Rhea-AI Summary

Cloudastructure, Inc. filed an 8-K reporting under Item 2.02 that it issued a press release regarding results of operations and financial condition. The press release is furnished as Exhibit 99.1 and is dated October 15, 2025.

The filing lists the company’s Class A Common Stock trading as CSAI on the Nasdaq Capital Market. The report was signed by Chief Financial Officer Greg Smitherman.

Rhea-AI Summary

Cloudastructure, Inc. reported corporate actions related to governance and financing. Shareholders ratified the appointment of Bush & Associates CPA LLP as the companys independent registered public accounting firm for the fiscal year ending December 31, 2025, with vote totals reported as 8,029,820 for, 65,285 against and 70,131 abstentions. Shareholders also approved a financing-related authorization to issue additional shares of Series 2 Convertible Preferred Stock and Class A common stock issuable upon conversion in private placements potentially exceeding 20% of outstanding common stock; vote totals are reported in the filing, including 4,623,364 for, 238,822 against, 59,615 abstaining and 3,243,435 broker non-votes. The filing is signed by the Chief Financial Officer, Greg Smitherman.

Rhea-AI Summary

Cloudastructure, Inc. (CSAI) filed a Current Report stating the company issued a press release announcing certain financial results for the quarter ended June 30, 2025. The 8-K does not include the numerical results within the filing body; instead the press release is provided as Exhibit 99.1.

The filing also attaches a Cover Page Interactive Data File (Exhibit 104) with embedded Inline XBRL tags. The registrant marked its status as an emerging growth company. No revenue, profit, guidance, or other financial metrics are disclosed in the 8-K text itself, so detailed analysis requires review of the attached press release.