Cloudastructure Inc SEC Filings

Cloudastructure, Inc. (CSAI) – Insider Stock Sale (Form 4)

Founder, director and 10% owner Sheldon Richard Bentley reported two open-market sales of the company’s Class A common stock:

• 11 Jul 2025: sold 13,033 shares at a weighted-average price of $1.80.
• 14 Jul 2025: sold 31,408 shares at a weighted-average price of $1.73.

Total shares sold amount to 44,441, generating roughly $77.8 k in gross proceeds at an overall average price of about $1.75 per share. Following the transactions, Bentley’s direct beneficial ownership declined from roughly 202,195 shares to 157,754, a reduction of just over 22 %.

No derivative transactions were reported and no other insiders were listed on this filing.

While insider sales do not always imply negative fundamentals, the magnitude and the fact that it involves a founder–level holder can influence investor sentiment, particularly for a micro-cap such as Cloudastructure where insider holdings are closely watched.

Cloudastructure, Inc. (Nasdaq: CSAI) has filed a Form S-1 to register up to 5,000,000 Class A shares for resale by Atlas Sciences, LLC under a $50 million equity purchase agreement (“Equity Line”). The registration covers (i) 4,626,866 “Put Shares” that Cloudastructure may, at its sole discretion, issue to Atlas over a 24-month commitment period and (ii) 373,134 “Commitment Shares” already issued in lieu of cash fees. Atlas will pay 95% of the lowest VWAP during a defined valuation window and is deemed an underwriter; it may sell the stock through various market methods at prevailing or negotiated prices.

Capital & dilution dynamics. Cloudastructure can draw up to $50 million, but only 5 million shares are currently registered; additional registrations may be required, creating further dilution. Commitment Shares were increased on 7-9-25 because the share price fell from $6.97 (2-6-25) to $2.68 (5-25-25). A beneficial-ownership cap limits Atlas to 4.99% individually (9.99% with affiliates), yet continual issuances could pressure prices.

Company profile. Formed in 2003 and headquartered in Palo Alto, Cloudastructure offers a cloud-based AI video-surveillance and Remote Guarding platform. After raising $35 million via Reg A in 2021, it secured contracts with five of the NMHC Top-10 multifamily property managers. Internal data claim the Remote Guarding service deterred >97% of threatening activity from 2023 to date. Management plans to deepen penetration in property management and expand to new markets in 2025.

Capital structure & risk. The company is an Emerging Growth Company and Smaller Reporting Company, allowing scaled disclosure and internal-control exemptions. It has authorized 250 million Class A and 100 million Class B shares plus 150 million preferred. Two series of convertible preferred stock (Series 1 & Series 2) carry double-digit preferred returns, flexible conversion prices tied to market discounts, and potential further dilution. Numerous covenants restrict additional variable-rate financings.

Investment considerations. While the Equity Line offers flexible access to capital for general corporate purposes, investors face substantial dilution, market overhang from Atlas resales, complex preferred structures, and typical high-risk factors associated with early-stage, AI-driven security businesses. Prospective investors should review the extensive Risk Factors (page 6) and conditions precedent to each “Put”.

Cloudastructure, Inc. (CSAI) – Form 4 insider transaction

• Founder, director and 10 % owner Sheldon Richard Bentley reported open-market sales of Class A common stock.
• 07/09/2025: Sold 12,191 shares at a weighted-average price of $2.18; ownership after sale: 215,721 shares.
• 07/10/2025: Sold 13,526 shares at a weighted-average price of $2.05; ownership after sale: 202,195 shares.
• Total shares sold: 25,717 (≈11 % of pre-sale holdings).
• No derivative securities were involved; no 10b5-1(c) plan was indicated.

The filing reflects modest but noteworthy insider selling that may influence short-term market sentiment, especially given Bentley’s founder status and sizable residual position.

Cloudastructure, Inc. (CSAI) – Form 4 insider transaction

Founder, Director and 10 % owner Sheldon Richard Bentley disclosed open-market sales of Class A common stock.

• 07 / 07 / 2025: 8,405 shares sold at a weighted-average $2.24 (range $2.17–$2.32).
• 07 / 08 / 2025: 13,267 shares sold at a weighted-average $2.15 (range $2.10–$2.18).
• Total shares sold: 21,672, representing roughly 8.7 % of his prior direct holding.
• Post-sale direct ownership: 227,912 Class A shares.
• No derivative securities were reported and the filing does not indicate use of a Rule 10b5-1 trading plan.

The report signals moderate insider selling by a key stakeholder, information that may influence investor sentiment toward CSAI.

Cloudastructure, Inc. (Nasdaq: CSAI) has overhauled its corporate governance framework. On 27 June 2025 the Board adopted a Second Amended and Restated Bylaws, replacing the prior version to reflect its status as a public operating company. Key changes cover: designation of corporate offices; detailed advance-notice and proxy rules for stockholder meetings; director number, election and resignation mechanics; committee formation; officer authority; record-keeping standards; broad indemnification and D&O insurance authority; and an exclusive Delaware Chancery Court forum for most corporate disputes.

Because the bylaw revisions alter shareholder procedures, the filing is reported under Item 3.03 – Material Modification to Rights of Security Holders.

Separately, effective 30 June 2025, the Board approved an Amended and Restated Code of Business Conduct and Ethics. The code mandates honest and fair conduct, fraud reporting to the Chairman, compliance with laws, anti-corruption controls, accurate books and records, and explicit insider-trading prohibitions. Senior financial officers face heightened disclosure and integrity standards.

The 8-K contains no financial results or transactions; exhibits include the full bylaws (Ex. 3.1) and code of ethics (Ex. 14).

FormFactor Inc. (FORM) has filed a Form 144 notice indicating an intended insider sale of up to 4,000 common shares through Morgan Stanley Smith Barney on or about 01 Jul 2025. Based on the filing’s stated aggregate market value of $136,106.80, the planned transaction represents roughly 0.005 % of the company’s 77,076,642 shares outstanding, implying minimal ownership dilution or trading-volume impact.

The seller, identified in the past-sales table as Mike Slessor, acquired the shares as performance stock on 19 Jul 2022. The document notes no gift status or non-cash consideration. Within the preceding three months, the same individual sold 8,000 shares in two tranches (01 May 2025 and 02 Jun 2025) for combined gross proceeds of $246,188.80. Adding the upcoming sale would bring the rolling three-month total to 12,000 shares.

The filing contains the standard representation that the seller is not in possession of undisclosed material adverse information and provides no indication of additional planned transactions beyond the stated amount. Given the modest size relative to market float and the routine nature of a Rule 144 filing, immediate financial impact appears limited; however, continued insider selling can sometimes influence investor sentiment.