Filing Analysis
Cloudastructure, Inc. has successfully regained compliance with Nasdaq's minimum bid price requirement of $1.00 per share. This resolves the deficiency notice originally received in February 2026.
🚩 Red Flags
- Historical delisting risk (deficiency notice issued Feb 20, 2026)
📋 Key Facts
- The Company was in violation of Nasdaq Listing Rule 5550(a)(2) regarding the $1.00 minimum bid price requirement.
- A compliance period was granted until August 17, 2026.
- Nasdaq confirmed the Company met the requirement for 10 consecutive business days (July 31, 2026, through August 13, 2026).
- The matter regarding the minimum bid price deficiency is now considered closed.
Cloudastructure, Inc. entered into an agreement with Streeterville Capital, LLC to exchange a portion of an existing promissory note for 22,297 shares of Class A common stock. This transaction reduces the principal balance of the original $1,299,870.00 note by $108,332.50.
🚩 Red Flags
- Debt-for-equity swap indicates potential liquidity constraints or a need to reduce debt obligations without using cash.
- The company is actively converting significant debt into equity, which can lead to shareholder dilution.
📋 Key Facts
- Date of agreement: August 6, 2026
- Exchange amount (Partitioned Note): $108,332.50
- Original Promissory Note date: June 30, 2026
- Original Note principal: $1,299,870.00
- Shares issued: 22,297 shares of Class A common stock
- Exemption used: Section 3(a)(9) of the Securities Act of 1933
- Counterparty: Streeterville Capital, LLC
Cloudastructure, Inc. has announced a 1-for-30 reverse stock split effective July 31, 2026, alongside an amendment to Series 2 Convertible Preferred Stock terms. The company is also significantly reducing its authorized share capital.
🚩 Red Flags
- Reverse stock split (typically used to boost share price to meet exchange listing requirements).
- Significant reduction in authorized capital (suggests a major restructuring of the equity base).
- Addition of anti-dilution provisions to preferred stock, which can further dilute common shareholders during future financing rounds.
📋 Key Facts
- Reverse stock split ratio of 1-for-30 for Class A and Class B common stock.
- Effective date for the reverse split: July 31, 2026, at 12:01 a.m. ET.
- Series 2 Convertible Preferred Stock amended to include standard anti-dilution provisions.
- Authorized capital reduced from 500,000,000 shares to 16,666,668 shares.
- No fractional shares will be issued; fractions rounded up to the nearest whole share.
Cloudastructure, Inc. held its annual meeting of stockholders on July 15, 2026, where shareholders approved a significant reverse stock split ranging from 1-for-2 to 1-for-200. Additionally, the company successfully passed an amendment to reprice outstanding stock options.
🚩 Red Flags
- Approval of a reverse stock split (up to 1-for-200) is often used to maintain Nasdaq listing compliance following significant share price depreciation.
- One-time repricing of stock options can be viewed as dilutive or a sign of depressed stock performance, though it was approved by shareholders.
📋 Key Facts
- Shareholders approved a reverse stock split with a ratio between 1-for-2 and 1-for-200; exact timing/ratio to be determined by the Board.
- Stockholders approved a one-time repricing of outstanding stock options under the 2024 Equity Incentive Plan.
- Jeff Kirby was elected to the Board of Directors for a three-year term.
- TAAD LLP was ratified as the independent registered public accounting firm for fiscal year 2026.
- A proposal to decrease authorized shares from 500,000,000 to 83,333,334 was rejected by stockholders.
Cloudastructure, Inc. entered into an exchange agreement with Streeterville Capital, LLC to issue a $1,299,870 promissory note in exchange for Series 2 Convertible Preferred Stock. The filing also includes significant amendments to the Series 2 Preferred terms, including a fixed conversion price of $0.40 per share with full-ratchet anti-dilution.
🚩 Red Flags
- Extremely low conversion price ($0.40) suggests significant potential dilution for existing shareholders.
- Full-ratchet anti-dilution provisions are highly dilutive in micro-cap contexts.
- The note includes a 10% value increase trigger upon events of default, which can exacerbate debt/equity burdens.
- Redemption rights allow the holder to pull cash monthly, potentially impacting liquidity.
📋 Key Facts
- Issued a Promissory Note (Exchange Note) for $1,299,870 to Streeterville Capital, LLC on June 30, 2026.
- The note matures on July 30, 2027 (13-month term).
- Interest rate is 9.5% per annum, compounded daily.
- Streeterville has a monthly redemption right of up to $108,332.50 plus accrued interest starting July 30, 2026.
- Series 2 Preferred conversion price set at $0.40 per share with full-ratchet anti-dilution protection.
- Amended Series 2 Certificate of Designations aims to reclassify shares as equity under US GAAP.
Cloudastructure, Inc. received a notice from Nasdaq stating it is non-compliant with Listing Rule 5250(c)(1) due to the failure to timely file its Quarterly Report (Form 10-Q) for the period ended March 31, 2026. The company cites a need for additional time to confirm the accounting treatment of its Series 2 Convertible Preferred Stock.
🚩 Red Flags
- Failure to file periodic financial reports is a primary indicator of internal control weaknesses or financial distress.
- Accounting uncertainty regarding complex instruments (Series 2 Convertible Preferred Stock) can lead to future restatements.
- Risk of delisting if the compliance plan is rejected or the 10-Q is not filed timely.
📋 Key Facts
- Notice of non-compliance received from Nasdaq on May 26, 2026.
- Cause of non-compliance: Failure to file Form 10-Q for the period ended March 31, 2026.
- Specific accounting issue: Review of accounting treatment for Series 2 Convertible Preferred Stock.
- Compliance Plan Due Date: July 25, 2026.
- Potential extended compliance deadline: November 16, 2026, if a plan is accepted by Nasdaq.
Cloudastructure, Inc. (CSAI) filed an 8-K on May 21, 2026 disclosing that it failed to file its Form 10-Q for Q1 2026 by the extended deadline of May 20, 2026. This late filing disclosure, made under Item 8.01 (Other Events), signals a potential compliance and reporting failure for this Nasdaq-listed micro-cap company. Failure to timely file periodic reports can trigger Nasdaq non-compliance procedures and poses material risks to the company's continued listing.
🚩 Red Flags
- Missed extended 10-Q filing deadline (May 20, 2026) for Q1 2026 — a significant regulatory non-compliance event
- No explanation provided for why the filing was missed or when it will be submitted
- Nasdaq listing at risk: failure to timely file periodic reports is a Nasdaq listing rule violation that can initiate delisting proceedings
- Use of Item 8.01 (Other Events) rather than a specific compliance item suggests possible ambiguity in how management is characterizing the severity
- Emerging Growth Company status does not exempt the company from periodic reporting obligations
- No NT 10-Q (Notification of Late Filing) form appears to have been referenced, raising questions about whether proper SEC procedures were followed prior to the deadline
📋 Key Facts
- Company failed to file its Form 10-Q for Q1 2026 by the extended deadline of May 20, 2026
- The 8-K was filed on May 21, 2026, one day after the missed extended deadline
- Filing is made under Item 8.01 (Other Events) via press release (Exhibit 99.1)
- CSAI is listed on the Nasdaq Capital Market under ticker symbol CSAI
- Company is classified as an Emerging Growth Company (EGC)
- Signed by Greg Smitherman, CFO and Principal Accounting Officer
- Company is headquartered at 3000 El Camino Real, Bldg 4, Ste 200, Palo Alto, CA 94306
- No explanation or timeline for filing the delinquent 10-Q is provided in the 8-K text
Cloudastructure, Inc. issued a press release on May 18, 2026, announcing limited financial results for the first fiscal quarter ended March 31, 2026.
📋 Key Facts
- The filing was made under Item 2.02, Results of Operations and Financial Condition.
- The financial results pertain to the quarter ended March 31, 2026.
- The press release was issued on May 18, 2026, and is included as Exhibit 99.1.
- The company is classified as an emerging growth company.
Cloudastructure, Inc. announced the appointment of Ed Burnett as Chief Security and Operations Officer on May 12, 2026.
📋 Key Facts
- Ed Burnett was appointed as Chief Security and Operations Officer effective May 12, 2026.
- The announcement was made via a press release (Exhibit 99.1).
- The filing was made under Item 8.01 (Other Events) rather than Item 5.02.
Cloudastructure, Inc. dismissed Bush & Associates CPA LLC and appointed TAAD LLP as its new independent registered public accounting firm effective April 16, 2026. The company reported no disagreements or reportable events with the outgoing auditor regarding accounting principles or practices during the fiscal years 2024 and 2025.
🚩 Red Flags
- Auditor changes in micro-cap companies can be a precursor to shifts in accounting methodology or internal control issues, despite the lack of reported disagreements.
📋 Key Facts
- Dismissed Bush & Associates CPA LLC as the independent registered public accounting firm on April 16, 2026.
- Engaged TAAD LLP as the new auditor for the fiscal year ending December 31, 2026, starting with the quarter ending March 31, 2026.
- Bush & Associates' audit reports for the fiscal years ended December 31, 2025, and 2024, contained no adverse opinions or disclaimers.
- The company stated there were no disagreements on accounting principles, practices, or financial statement disclosure during the relevant periods.
- The change was recommended by the Audit Committee and approved by the Board of Directors.
Cloudastructure Inc. received a Nasdaq delisting notice on February 17, 2026 for failing to maintain the minimum $1.00 bid price requirement for 30 consecutive business days. The company has 180 days until August 17, 2026 to regain compliance or face potential delisting.
🚩 Red Flags
- Stock price below $1.00 for extended period indicating weak market performance
- Potential delisting from major exchange would reduce liquidity and investor access
- Company explicitly mentions reverse stock split as remedy, which often signals distress
- No assurance provided that compliance will be achieved
- Extended period of non-compliance (30+ business days) suggests persistent weakness
📋 Key Facts
- Received Nasdaq delisting notice on February 17, 2026 under Item 3.01
- Failed to maintain minimum $1.00 bid price for 30 consecutive business days from December 29, 2025 through February 10, 2026
- Has 180-day compliance period until August 17, 2026 to regain compliance
- Must achieve $1.00+ closing bid price for minimum 10 consecutive business days to regain compliance
- May be eligible for additional 180-day period if meeting other listing requirements
- Company considering reverse stock split as potential remedy
- Stock continues trading on Nasdaq Capital Market during compliance period
Cloudastructure, Inc. entered into an at-the-market (ATM) equity program with Maxim Group LLC to raise up to $9,000,000 through the sale of Class A common stock. Additionally, the company secured a waiver from Streeterville Capital, LLC regarding their rights to participate in future financings.
🚩 Red Flags
- Potential dilution for existing shareholders via the $9M ATM program.
- The waiver of participation rights for Streeterville Capital suggests a restructuring of previous financing terms or an attempt to clear the path for new investors/terms.
📋 Key Facts
- Entered into an Equity Distribution Agreement with Maxim Group LLC on February 2, 2026.
- ATM program allows for the sale of up to $9,000,000 in Class A common stock.
- Maxim Group LLC will receive a 3.0% commission on gross sales plus reimbursement for expenses.
- The agreement terminates upon reaching the $9M cap, on February 2, 2027, or earlier under specific conditions.
- Entered into a Waiver Agreement with Streeterville Capital, LLC to waive their rights to participate in future equity and debt financings.
Cloudastructure, Inc. filed an 8-K to announce results of operations and financial condition via a press release dated January 15, 2026.
📋 Key Facts
- Filing date: January 15, 2026
- The company issued a press release regarding Results of Operations and Financial Condition (Item 2.02).
- Company is an Emerging Growth Company.
Cloudastructure, Inc. issued 3,500 shares of Series 2 Convertible Preferred Stock to Streeterville Capital, LLC for $3.5 million in a supplemental tranche. The agreement includes complex conversion terms and a cash/stock settlement option if the stock price falls below a certain threshold.
🚩 Red Flags
- Death Spiral/Variable Conversion Features: The conversion price adjusts based on the lowest VWAP, which is highly dilutive to existing shareholders.
- Default Penalty: Stated value increases by 10% upon an Event of Default, increasing the company's liability.
- Cash Settlement Risk: The company may be forced to pay out cash for conversions if the stock price drops below $0.75, creating liquidity risk.
- Complex/Aggressive Terms: The inclusion of a 'Waiver Agreement' regarding purchase conditions suggests potential friction or non-compliance with previous terms.
📋 Key Facts
- Issued 3,500 shares of Series 2 Convertible Preferred Stock to Streeterville Capital, LLC on December 15, 2025.
- Gross proceeds received: $3,500,000.
- Stated value per share is $1,111, subject to a 10% automatic increase upon an Event of Default.
- Fixed Conversion Price is set at $10.00 per share, subject to downward adjustments for future low-price issuances.
- Includes a 'Cooling Off Period' regarding conversions below $0.75 per share and a provision requiring the company to pay conversion amounts in cash or stock within three business days if specific price conditions are met.
Cloudastructure, Inc. filed an 8-K to announce the release of a press statement regarding its results of operations and financial condition as of November 13, 2025.
📋 Key Facts
- The filing is associated with Item 2.02 (Results of Operations and Financial Condition).
- A press release was issued on November 13, 2025, regarding financial results (Exhibit 99.1).
- The company is an emerging growth company.
Cloudastructure, Inc. filed an 8-K to provide a presentation dated August 2025 under Regulation FD and Item 9.01.
📋 Key Facts
- The filing is for the purpose of providing a presentation (Exhibit 99.1) dated August 2025.
- The company is an emerging growth company.
- Filing date: November 3, 2025.
Cloudastructure, Inc. filed an 8-K to announce results of operations and financial condition via a press release dated October 15, 2025.
📋 Key Facts
- The filing is related to Item 2.02 (Results of Operations and Financial Condition).
- A press release was issued on October 15, 2025, as Exhibit 99.1.
- The report was signed by Greg Smitherman, CFO.
Cloudastructure, Inc. reported the results of its annual meeting held on September 5, 2025. Key outcomes included the approval of an expanded equity incentive plan and authorization for significant share issuances via private placements with Streeterville Capital, LLC.
🚩 Red Flags
- Authorization for issuance of shares in excess of 20% of outstanding common stock via private placement (potential significant dilution).
- The use of convertible preferred stock in financing transactions often indicates a need for immediate capital and can lead to further dilution upon conversion.
📋 Key Facts
- Stockholders approved the Amended and Restated 2024 Equity Incentive Plan, increasing available shares from 17.5 million to 19.5 million (an increase of 2,000,000 shares).
- Stockholders ratified Bush & Associates CPA LLP as the independent registered public accounting firm for fiscal year ending Dec 31, 2025.
- Stockholders approved the authorization of issuance of Series 2 Convertible Preferred Stock and Class A common stock in private placements exceeding 20% of outstanding common stock with Streeterville Capital, LLC.
- Ruba Qashu was elected to a three-year term on the Board of Directors.
Cloudastructure, Inc. filed an 8-K to announce its financial results for the quarterly period ended June 30, 2025. The filing serves as a placeholder for the press release containing the company's operational and financial performance metrics.
📋 Key Facts
- The filing relates to the quarter ended June 30, 2025.
- Financial results were announced via press release on August 13, 2025.
- The company is an 'Emerging Growth Company' as defined by SEC rules.
Cloudastructure, Inc. has amended and restated its corporate bylaws and its Code of Business Conduct and Ethics. These updates are intended to align the company's governance framework with those of a public operating company.
📋 Key Facts
- Effective June 27, 2025, the Board approved the Second Amended and Restated Bylaws.
- The new bylaws include provisions for stockholder meetings, board committee formation, officer authority, and indemnification of directors/officers.
- The updated bylaws establish the Court of Chancery of the State of Delaware as the exclusive forum for corporate litigation.
- Effective June 30, 2025, the Board approved an amended and restated Code of Business Conduct and Ethics.
- The new Code of Ethics includes specific policies for the CEO and senior financial officers regarding honesty, integrity, and accurate public communications.
Cloudastructure, Inc. filed an 8-K to announce its financial results for the fiscal quarter ended March 31, 2025. The filing serves as a formal announcement of the earnings release via press release.
📋 Key Facts
- Reporting date: May 15, 2025
- Period covered: Quarter ended March 31, 2025
- Company is an Emerging Growth Company
- The filing includes Exhibit 99.1 (Press Release) and Exhibit 104 (Cover Page Interactive Data File)
Cloudastructure, Inc. amended its previous 8-K to disclose a significant expansion of its Series 2 Equity Financing with Streeterville Capital, LLC. The company has successfully waived several conditions precedent and issued an additional $3,000,000 in Series 2 Preferred stock.
🚩 Red Flags
- Heavy reliance on convertible preferred stock financing (Series 2) which typically leads to significant dilution for existing shareholders.
- The 'Trigger Event' provision allows the company to potentially settle conversions in cash, which could impact liquidity during periods of stock price weakness.
- Waiver of conditions precedent suggests the company was unable to meet original requirements (such as market cap or trading volume) without investor concessions.
📋 Key Facts
- Series 2 Equity Financing total commitment amount: up to $40,000,000 of newly designated Series 2 Convertible Preferred Stock.
- On April 11, 2025, the company issued and sold an additional 3,000 shares of Series 2 Preferred to Streeterville for $3,000,000.
- Streeterville waived several conditions precedent regarding stock issuance and trading volume requirements via a Waiver Agreement dated April 11, 2025.
- A Supplemental Terms Agreement includes a 'Trigger Event' provision where the company may elect to pay conversion amounts in cash or shares if the stock price falls below $1.00 for five out of fifteen days.
- Maxim Group LLC is acting as exclusive placement agent with a 7% cash fee on gross proceeds.
Cloudastructure, Inc. entered into a Waiver Agreement with Streeterville Capital, LLC to modify conversion price adjustment terms for Series 1 Convertible Preferred Stock. This agreement involves restructuring the relationship between the company and its preferred shareholder regarding trigger events and stated value increases.
🚩 Red Flags
- Frequent amendments to existing securities purchase agreements (three amendments prior to this waiver).
- Complex conversion price adjustment terms involving 'Trigger Events' and 'Market Price' adjustments, which can lead to significant dilution for common shareholders.
- Potential restructuring of debt/equity obligations with a single major investor (Streeterville Capital).
📋 Key Facts
- Date of agreement: April 1, 2025
- Parties involved: Cloudastructure, Inc. and Streeterville Capital, LLC
- Subject: Modification of terms for Series 1 Convertible Preferred Stock issued via a Securities Purchase Agreement dated November 25, 2024.
- Terms: The company is waiving the requirement that a 'Trigger Event' must occur before the Conversion Price adjusts to the lesser of the Fixed Conversion Price or Market Price.
- Consideration: Streeterville Capital agreed to waive the increase in Stated Value upon occurrence of a Trigger Event.
Cloudastructure, Inc. entered into a $40 million Securities Purchase Agreement with existing investor Streeterville Capital, LLC to issue Series 2 Convertible Preferred Stock. The deal includes an initial closing of $4.5 million and features highly punitive conversion terms triggered by specific financial or regulatory events.
🚩 Red Flags
- Death Spiral Provisions: Conversion price drops to the lesser of $10.00 or 88% of the lowest daily VWAP if a 'Trigger Event' occurs.
- Aggressive Trigger Events: A trigger is pulled if market cap falls below $125M, net loss exceeds $1M in a quarter, or net sales fall below $500k.
- Nasdaq Non-Compliance Risk: One of the triggers for conversion price adjustment is receiving a letter of noncompliance from Nasdaq.
- High Cost of Capital: 9.5% preferred return with an automatic 10% increase in stated value upon Event of Default; default interest rises to 15%.
- Dilution Risk: Registration obligation for at least 8,000,000 conversion shares.
📋 Key Facts
- Total commitment amount: up to $40,000,000 in Series 2 Convertible Preferred Stock.
- Initial closing on March 25, 2025, for $4,500,000 (4,500 shares).
- Series 2 Preferred carries a 9.5% per annum preferred return, payable in cash or shares at the Company's discretion.
- Conversion price is fixed at $10.00/share but subject to significant downward adjustment upon a 'Trigger Event'.
- Streeterville has a Reinvestment Right for up to $4,000,000 and a Participation Right in 30% of future debt or equity financings.
- Maxim Group LLC acting as exclusive placement agent with a 7% cash fee.