Cloudastructure, Inc.'s SEC filings document the public-company reporting record for an emerging growth company with Class A common stock registered on the Nasdaq Capital Market under CSAI. Recent Form 8-K disclosures cover results of operations and financial-condition press releases, Regulation FD investor presentation materials and material corporate events.
The filings also address capital-structure and governance subjects, including an at-the-market equity program, Series 2 convertible preferred stock agreements, auditor changes and Nasdaq listing-compliance notices. These records provide formal disclosure around Cloudastructure's financing arrangements, securities registration, board and audit matters, and continuing exchange-listing obligations.
Cloudastructure, Inc. reported continued operating losses and tight liquidity for the six months ended June 30, 2026. Revenue was $2.55 million, up from $1.82 million a year earlier, driven by higher subscription revenue, but the company recorded a net loss of $4.51 million and negative operating cash flow of $4.46 million.
Cash and cash equivalents fell to $3.81 million from $8.45 million at year-end, with an accumulated deficit of about $55.8 million. Management states that recurring losses, cash burn and dependence on external financing raise substantial doubt about the company’s ability to continue as a going concern. Access to its equity line and ATM facility depends on maintaining a Nasdaq listing.
The company corrected immaterial past errors related to embedded derivative liabilities and mezzanine classification of preferred stock, revising prior-period financials without restating them. An amendment to the Series 2 preferred terms eliminated the derivative, reducing the related liability from $1.32 million at December 31, 2025 to zero. Cloudastructure recently effected a 1‑for‑30 reverse stock split and has regained compliance with Nasdaq’s minimum bid price rule, but remains exposed to potential delisting under the Market Value of Listed Securities threshold. Management also discloses a material weakness in internal control over financial reporting.
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.
Cloudastructure, Inc. delayed its Quarterly Report on Form 10-Q for the quarter ended June 30, 2026. The company states it could not complete the report without unreasonable effort or expense because it needs more time to review its financial statements. It expects to file the Form 10-Q within the five-calendar-day extension permitted under Rule 12b-25 of the Securities Exchange Act of 1934.
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.
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.
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.
Cloudastructure, Inc. reports for the quarter ended March 31, 2026 that revenue was $1,315 (in thousands), up from $738 (in thousands) a year earlier, driven by subscription, installation and hardware sales. Gross profit was $710 and loss from operations was $2,603 (each in thousands), with net loss available to common stockholders of $3,222 (in thousands), or $0.14 per share.
Cash and cash equivalents declined to $5,750 from $8,453 (in thousands) at year‑end as operating activities used $2,513 (in thousands) of cash. Total assets were $7,775 (in thousands). The company reports a Level 3 derivative liability of $1,392,433 related to Series 2 Convertible Preferred Stock, which is classified in temporary equity at a carrying value of $4,199,853.
The company revised prior‑period figures after identifying immaterial errors in accounting for embedded conversion features and mezzanine classification of its preferred shares, and disclosed a related material weakness in internal control. Management cites access to a $50.0 million equity line, a $9.0 million at‑the‑market facility and prior preferred financings as key elements of its liquidity while it continues to incur operating losses.
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.
Cloudastructure, Inc. is asking stockholders to approve several governance and capital-structure changes at its 2026 virtual annual meeting on July 15, 2026.
The company proposes amending its charter to cut authorized capital from 500,000,000 shares to 83,333,334 shares, aiming to lower annual Delaware franchise tax, which was about $89,000 for tax year 2025. A separate proposal would authorize a reverse stock split of Class A and Class B common stock at a ratio between 1‑for‑2 and 1‑for‑200, primarily to help regain compliance with Nasdaq’s $1.00 minimum bid requirement after a February 2026 non‑compliance notice.
Stockholders are also asked to approve a one‑time repricing of underwater employee stock options under the 2024 equity plan, covering roughly 14.9 million options with exercise prices largely above the recent $0.51 share price, without issuing additional shares. As of the May 18, 2026 record date, there were 24,985,991 Class A shares, 5,638 Class B shares and 5,081 Series 2 preferred shares outstanding, with directors and executive officers controlling about 80.4% of total voting power.
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.