Cloudastructure, Inc.

Item 3.03 Material Modification to Rights of Security Holders. The information set forth under Item 5.03 below is incorporated here by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws: Change in Fiscal Year. On July 28, 2026, Cloudastructure, Inc. (the “Company”) filed a Certificate of Amendment to Amended and Restated Certificate of Designations of Preferences and Rights of Series 2 Convertible Preferred Stock (the “Series 2 Amendment”) with the Secretary of State of the State of Delaware to amend the terms of its Series 2 Convertible Preferred Stock (the “Series 2 Stock”) to add a standard antidilution provision that adjusts the conversion price of the Series 2 Stock upon certain recapitalizations and reclassifications of the Company’s outstanding shares of Class A common stock, par value $0.0001 per share (the “Class A Stock”). The Series 2 Amendment became effective on July 28, 2026. Also on July 28, 2026, the Company filed a Certificate of Amendment to (the “Charter Amendment”) to its Second Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to effect a reverse stock split of its outstanding shares of Class A Stock and Class B common stock, par value $0.0001 per share (“Class B Stock”), at a ratio of 1-for-30 (the “Reverse Stock Split”), and to reduce proportionately the Company’s authorized stock. The Certificate of Amendment became effective at 12:01 a.m. Eastern Time on July 31, 2026. Pursuant to the Charter Amendment, at the effective time, each thirty (30) shares of Class A Stock and each thirty (30) shares of Class B Stock issued and outstanding immediately prior to the effective time were automatically reclassified, combined, and changed into one fully paid and nonassessable share of Class A Stock or Class B Stock, as applicable, without any further action by the stockholders or any other person. No fractional shares were issued in connection with the Reverse Stock Split. Any fractional shares resulting from the Reverse Stock Split were rounded up to the nearest whole share in accordance with the Charter Amendment. Pursuant to the Charter Amendment, immediately following the effective time, the authorized capital of the Company was reduced from 500,000,000 shares of capital stock, consisting of 250,000,000 shares of Class A Stock, 100,000,000 shares of Class B Stock, and 150,000,000 shares of preferred stock, par value $0.0001 per share, to 16,666,668 shares of capital stock, consisting of 8,333,334 shares of Class A Stock, 3,333,334 shares of Class B Stock, and 5,000,000 shares of preferred stock, par value $0.0001 per share. The foregoing descriptions of the Series 2 Amendment and the Charter Amendment do not purport to be complete and are qualified in their entirety by reference to the full text of the Series 2 Amendment and the Charter Amendment, respectively, copies of which are filed as Exhibit 3.1 and Exhibit 3.2, respectively, to this Current Report on Form 8-K and are incorporated here by reference.

Item 8.01 Other Events. On July 28, 2026, the Company issued a press release announcing the Reverse Stock Split. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated here by reference.