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. 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.
Cloudastructure, Inc. has filed a shelf registration statement allowing it to offer up to $150,000,000 of Class A common stock, preferred stock, warrants, units, and subscription rights over time. This includes an "at‑the‑market" program to sell up to $9,000,000 of Class A common stock through Maxim Group LLC.
The company’s Class A shares trade on Nasdaq under the symbol "CSAI"; the last reported sale price on January 26, 2026 was $0.93 per share. As of February 2, 2026, non‑affiliate holders owned Class A common stock with an aggregate market value of approximately $27.6 million. Cloudastructure provides AI‑driven, cloud‑based video surveillance and Remote Guarding services, focusing on large property management customers, and plans to use any primary offering proceeds for general corporate purposes, including working capital, acquisitions, and other business opportunities. The company is classified as both an emerging growth company and a smaller reporting company, and highlights significant investment risks in its incorporated "Risk Factors".
Cloudastructure, Inc. 10% owner and founder Sheldon Richard Bentley sold a total of 50,000 shares of Class A Common Stock in late January 2026 under a pre-set Rule 10b5-1 trading plan.
He sold 25,000 shares on January 27 at a weighted average price of $0.86 and another 25,000 shares on January 28 at a weighted average price of $0.82, through multiple trades within the stated price ranges. Following these sales, he directly beneficially owns 100,000 shares of Cloudastructure Class A Common Stock.
Cloudastructure, Inc. insider activity: Founder and 10% owner Sheldon Richard Bentley reported selling a total of 50,000 shares of Class A Common Stock in two transactions. On January 20, 2026, he sold 25,000 shares at a weighted average price of $0.86, leaving 175,000 shares beneficially owned. On January 21, 2026, he sold another 25,000 shares at a weighted average price of $0.82, leaving 150,000 shares beneficially owned.
All of these sales were made under a pre-arranged Rule 10b5-1 trading plan adopted on August 20, 2025. The reported prices are weighted averages for multiple trades within disclosed price ranges on each day.
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.
Cloudastructure founder and 10% owner Sheldon Richard Bentley reported two open-market sales of Class A Common Stock. He sold 25,000 shares on January 13, 2026 at a weighted average price of $0.88 and another 25,000 shares on January 14, 2026 at a weighted average price of $0.85. The filing notes that each reported price reflects a weighted average for multiple trades within price ranges of $0.871–$0.906 and $0.85–$0.86, respectively. All transactions were executed under a pre-arranged Rule 10b5-1 trading plan adopted on August 20, 2025. After these sales, Bentley directly owns 200,000 Class A shares of Cloudastructure.
Cloudastructure founder and 10% owner Sheldon Richard Bentley reported an insider transaction involving Class A and Class B shares. On January 12, 2026, Bentley exercised stock options to buy 200,000 shares of Class B Common Stock at a conversion price of $0.02 per share. According to the footnotes, each share of Class B Common Stock is convertible into one share of Class A Common Stock at any time, and the 200,000 Class B shares received from the option exercise were immediately converted into 200,000 shares of Class A Common Stock. Following the transaction, Bentley beneficially owned 250,000 shares of Class A Common Stock directly. The options were originally granted on February 20, 2020 and vested in full on April 15, 2023.
Cloudastructure, Inc. (CSAI) founder and 10% owner Sheldon Richard Bentley reported pre‑planned sales of Class A common stock. On January 6, 2026, he sold 25,000 shares at a weighted average price of $0.85, leaving 75,000 shares beneficially owned directly. On January 7, 2026, he sold another 25,000 shares at a weighted average price of $0.85, reducing his direct holdings to 50,000 shares.
All transactions were executed under a Rule 10b5-1 trading plan adopted on August 20, 2025, and the prices reflect multiple trades within disclosed ranges on each day.
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.