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BCS

Current Report · Items 1.01, 3.02, 9.01 · 8-K

Cloudastructure, Inc.

CSAINASDAQEQUITYCurrent

Entry into a Material Definitive Agreement · Unregistered Sales of Equity Securities

Item 1.01 Entry into a Material Definitive Agreement. On September 28, 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 $63,332.50 from that…

Filed Oct 2, 2026Accepted Oct 2, 2026, 10:59 AM EDTCIK 1709628Accession 0001683168-26-007556
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Company context

We were formed under the laws of the State of Delaware on March 28, 2003. We provide an award-winning cloud-based artificial intelligence (“AI”) video surveillance and Remote Guarding (as defined below) service built on AI and machine learning platforms.

Current securities

Recent company filings

  1. 4/A filingSep 2, 2026
  2. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory ArrangementsSep 2, 2026
  3. 4 filingAug 31, 2026
  4. 10-Q filingAug 18, 2026
  5. Results of Operations and Financial Condition · Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of ListingAug 17, 2026

Registered securities in this filing

CLOUDASTRUCTURE, INC. · 8-K · Filed 2026-10-02

As filed in this accession. Current/historical status below comes from the governed listing record; the cover itself remains exact to this filing.

Class A Common Stock

Symbol
CSAI
Exchange
NASDAQ
Classification
COMMON
Status
Current
Filing context

Context: AsOf2026-09-28

Dimensions: Not supplied

Accession 000168316826007556 · 1 registered-security cover member

Read the exact SEC filing ↗

Disclosure sections

Items 1.01, 3.02, 9.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

Item 1.01Item 1.01 - Entry into Material Agreement
Item 1.01 Entry into a Material Definitive Agreement. On September 28, 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 $63,332.50 from that certain Promissory Note dated June 30, 2026, in the original principal amount of $1,299,870.00 (the “Note”), and to exchange the Partitioned Note for 18,246 shares of the Company’s Class A common stock, par value $0.0001 per share (the “Exchange Shares”). Pursuant to the Exchange Agreement, the Partitioned Note was partitioned from the Note, and the outstanding balance of the Note was reduced by $63,332.50. Streeterville agreed to surrender the Partitioned Note in exchange for the Exchange Shares. 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”). 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 3.02Item 3.02 - Unregistered Sales of Equity
Item 3.02 Unregistered Sales of Equity Securities. On September 28, 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 18,246 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.

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