Cloudastructure, Inc.

Item 1.01 Entry into a Material Definitive Agreement. On August 6, 2026, Cloudastructure, Inc. (the “Company”) entered into an Exchange Agreement (the “Exchange Agreement”) with Streeterville Capital, LLC (“Streeterville”), pursuant to which the Company and Streeterville agreed to partition a new promissory note (the “Partitioned Note”) in the original principal amount of $108,332.50 from that certain Promissory Note dated June 30, 2026, in the original principal amount of $1,299,870.00 (the “Original Note”), and to exchange the Partitioned Note for 22,297 shares of the Company’s Class A common stock, par value $0.0001 per share (the “Exchange Shares”). The Original Note was previously reported in the Company’s Current Report on Form 8-K filed with the SEC on July 6, 2026. Pursuant to the Exchange Agreement, the Partitioned Note was partitioned from the Original Note, and the outstanding balance of the Original Note was reduced by $108,332.50. Following such partition, the Original Note remains in full force and effect as to the remaining balance. Streeterville agreed to surrender the Partitioned Note in exchange for the Exchange Shares, which are to be delivered to Streeterville on or before August 10, 2026. On the Free Trading Date (as defined in the Exchange Agreement), the Partitioned Note will be cancelled and all obligations of the Company under the Partitioned Note will be deemed fulfilled. No additional consideration was paid by Streeterville in connection with the exchange. The exchange was effected in reliance upon the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended (the “Securities Act”), as the Exchange Shares were issued in exchange for the Partitioned Note, which constitutes an outstanding security of the Company, the exchange was made exclusively with an existing security holder of the Company, and no commission or other remuneration was paid or given directly or indirectly for soliciting the exchange. The foregoing description of the Exchange Agreement is not complete and is qualified in its entirety by reference to the full text of the Exchange Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated here by reference.

Item 3.02 Unregistered Sales of Equity Securities. On August 6, 2026, in connection with the Exchange Agreement described in Item 1.01 above (which description is incorporated here by reference), the Company agreed to issue 22,297 shares of Class A common stock to Streeterville in exchange for the Partitioned Note. The issuance of the Exchange Shares was exempt from registration under Section 3(a)(9) of the Securities Act.