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. is soliciting proxies for its 2026 Annual Meeting of Stockholders to be held virtually at July 15, 2026, at 1:00 p.m. Pacific time. The meeting asks stockholders to vote on six principal proposals, including election of one director, ratification of auditors, and amendments to the charter and equity plan.
Key corporate actions up for vote include (i) an Authorized Share Reduction Proposal to lower authorized shares from 500,000,000 to 83,333,334, (ii) a Reverse Stock Split Proposal granting the Board discretion to effect a reverse split from 1-for-2 up to 1-for-200, and (iii) an Option Repricing Proposal to permit a one-time repricing of outstanding stock options. The record date for voting is May 18, 2026.
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.
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.
Cloudastructure, Inc. filed a Form 12b-25 notifying the SEC it could not timely file its quarterly report for the period ended March 31, 2026. The company states it seeks the short extension allowed under Rule 12b-25 and references Annex A for details, and discloses its expectation about accounting treatment for outstanding Series 2 Convertible Preferred Stock.
The notice is signed by Greg Smitherman, Chief Financial Officer, dated May 18, 2026. The filing includes forward-looking disclaimers and identifies the Company’s contact phone number for this notification.
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.
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.
Cloudastructure, Inc. describes its cloud-native, AI-powered video surveillance and remote guarding business focused on multifamily and commercial property markets. The company offers subscription-based services, hardware, and 24/7 remote guards, and reports contracts with six of the top ten U.S. multifamily property managers.
Cloudastructure highlights a large and fast-growing addressable market in physical security, AI video analytics, and proptech, but notes a limited operating history, significant net losses, customer concentration, and an ongoing need for additional capital. It also emphasizes extensive regulatory, data privacy, cybersecurity, competition, and Nasdaq listing risks that could materially affect future performance.
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.
Cloudastructure, Inc. founder and 10% owner Sheldon Richard Bentley reported selling a total of 50,000 shares of Class A Common Stock in pre-planned trades. On February 10, 2026, he executed an open-market sale of 25,000 shares at a weighted average price of $0.63, with individual trade prices ranging from $0.627 to $0.64.
On February 11, 2026, he sold an additional 25,000 shares at a weighted average price of $0.59, with trade prices between $0.578 and $0.607. All sales were made under a Rule 10b5-1 trading plan adopted on August 20, 2025, and following these transactions he reported beneficial ownership of 0 shares of Cloudastructure Class A Common Stock.
Cloudastructure, Inc. (CSAI) insider Sheldon Richard Bentley, a founder and more than 10% owner, reported planned stock sales under a Rule 10b5-1 trading plan adopted on August 20, 2025. He sold 25,000 shares of Class A Common Stock on February 3, 2026 at a weighted average price of $0.61, leaving 75,000 shares directly owned. On February 4, 2026 he sold another 25,000 shares at a weighted average price of $0.55, reducing his direct holdings to 50,000 shares.