Welcome to our dedicated page for Cloudastructure SEC filings (Ticker: CSAI), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Cloudastructure, Inc.'s SEC filings document the public-company reporting record for an emerging growth company with Class A common stock registered on the Nasdaq Capital Market under CSAI. Recent Form 8-K disclosures cover results of operations and financial-condition press releases, Regulation FD investor presentation materials and material corporate events.
The filings also address capital-structure and governance subjects, including an at-the-market equity program, Series 2 convertible preferred stock agreements, auditor changes and Nasdaq listing-compliance notices. These records provide formal disclosure around Cloudastructure's financing arrangements, securities registration, board and audit matters, and continuing exchange-listing obligations.
Cloudastructure, Inc. is asking stockholders to approve several governance and capital-structure changes at its 2026 virtual annual meeting on July 15, 2026.
The company proposes amending its charter to cut authorized capital from 500,000,000 shares to 83,333,334 shares, aiming to lower annual Delaware franchise tax, which was about $89,000 for tax year 2025. A separate proposal would authorize a reverse stock split of Class A and Class B common stock at a ratio between 1‑for‑2 and 1‑for‑200, primarily to help regain compliance with Nasdaq’s $1.00 minimum bid requirement after a February 2026 non‑compliance notice.
Stockholders are also asked to approve a one‑time repricing of underwater employee stock options under the 2024 equity plan, covering roughly 14.9 million options with exercise prices largely above the recent $0.51 share price, without issuing additional shares. As of the May 18, 2026 record date, there were 24,985,991 Class A shares, 5,638 Class B shares and 5,081 Series 2 preferred shares outstanding, with directors and executive officers controlling about 80.4% of total voting power.
Cloudastructure, Inc. received a Nasdaq notice on May 26, 2026 because it did not timely file its Quarterly Report on Form 10-Q for the period ended March 31, 2026. This means the company is not in compliance with Nasdaq Listing Rule 5250(c)(1), which requires on-time financial filings.
The delay relates to reviewing the accounting treatment for Series 2 Convertible Preferred Stock and certain preferred equity instruments, and the notice does not immediately affect trading of the Class A Common Stock on the Nasdaq Capital Market. Cloudastructure has 60 days, until July 25, 2026, to submit a compliance plan and could receive up to 180 days from the 10-Q due date, through November 16, 2026, to regain compliance if Nasdaq accepts its plan.
Cloudastructure, Inc. is soliciting proxies for its 2026 Annual Meeting of Stockholders to be held virtually at July 15, 2026, at 1:00 p.m. Pacific time. The meeting asks stockholders to vote on six principal proposals, including election of one director, ratification of auditors, and amendments to the charter and equity plan.
Key corporate actions up for vote include (i) an Authorized Share Reduction Proposal to lower authorized shares from 500,000,000 to 83,333,334, (ii) a Reverse Stock Split Proposal granting the Board discretion to effect a reverse split from 1-for-2 up to 1-for-200, and (iii) an Option Repricing Proposal to permit a one-time repricing of outstanding stock options. The record date for voting is May 18, 2026.
Cloudastructure, Inc. reported that it did not file its Form 10‑Q for the quarter ended March 31, 2026 by the extended deadline of May 20, 2026 and has postponed its first‑quarter 2026 results conference call. The delay stems from an ongoing review, with its independent registered public accounting firm, of a technical accounting issue related to the balance sheet treatment of certain preferred equity instruments. The company currently expects to report first quarter 2026 revenue of approximately $1.3 million, representing about 78% year‑over‑year growth, and gross profit growth of approximately 115% year‑over‑year, and plans to file the 10‑Q and reschedule the call as soon as practicable.
Cloudastructure, Inc. furnished preliminary results for the quarter ended March 31, 2026 and rescheduled its first-quarter conference call. The company expects to report Q1 2026 revenue of approximately $1.3 million, representing about 78% year-over-year growth, and gross profit growth of about 115% year-over-year.
The company moved its Q1 2026 financial results call to May 21, 2026 at 12:00 p.m. ET to allow more time to complete its quarterly review, and plans to release full results on May 20, 2026 after market close. Management notes that final figures could change as review procedures are completed.
Cloudastructure, Inc. filed a Form 12b-25 notifying the SEC it could not timely file its quarterly report for the period ended March 31, 2026. The company states it seeks the short extension allowed under Rule 12b-25 and references Annex A for details, and discloses its expectation about accounting treatment for outstanding Series 2 Convertible Preferred Stock.
The notice is signed by Greg Smitherman, Chief Financial Officer, dated May 18, 2026. The filing includes forward-looking disclaimers and identifies the Company’s contact phone number for this notification.
Cloudastructure, Inc. has strengthened its leadership team by appointing Ed Burnett as Chief Security and Operations Officer. Burnett is a former Vice President of U.S. Security and Global Fraud Investigations at UPS with more than 30 years of enterprise security experience.
He will lead operations, remote guarding teams and deployments, and help guide technology development and strategic relationships in logistics, transportation, and enterprise markets. The company highlights 271% year-over-year revenue growth in 2025 and recognition with the 2025 AI Breakthrough Award for Image Processing as it enters this next phase.
Cloudastructure, Inc. reported a change in its independent auditor. On April 16, 2026, the Board, following the Audit Committee’s recommendation, dismissed Bush & Associates CPA LLC, which had audited the company’s financial statements for the years ended December 31, 2025 and 2024. Those audit reports contained no adverse opinions, disclaimers, or qualifications, and the company states there were no disagreements or reportable events with Bush & Associates through April 16, 2026. The company engaged TAAD LLP as its new independent registered public accounting firm beginning with the quarter ending March 31, 2026 and the year ending December 31, 2026, and notes it did not previously consult TAAD on accounting matters or potential audit opinions.
Cloudastructure, Inc. describes its cloud-native, AI-powered video surveillance and remote guarding business focused on multifamily and commercial property markets. The company offers subscription-based services, hardware, and 24/7 remote guards, and reports contracts with six of the top ten U.S. multifamily property managers.
Cloudastructure highlights a large and fast-growing addressable market in physical security, AI video analytics, and proptech, but notes a limited operating history, significant net losses, customer concentration, and an ongoing need for additional capital. It also emphasizes extensive regulatory, data privacy, cybersecurity, competition, and Nasdaq listing risks that could materially affect future performance.
Cloudastructure, Inc. describes its cloud-native, AI-powered video surveillance and remote guarding business focused on multifamily and commercial property markets. The company offers subscription-based services, hardware, and 24/7 remote guards, and reports contracts with six of the top ten U.S. multifamily property managers.
Cloudastructure highlights a large and fast-growing addressable market in physical security, AI video analytics, and proptech, but notes a limited operating history, significant net losses, customer concentration, and an ongoing need for additional capital. It also emphasizes extensive regulatory, data privacy, cybersecurity, competition, and Nasdaq listing risks that could materially affect future performance.
Cloudastructure, Inc. reported that it received a notice from Nasdaq stating that its Class A Common Stock no longer meets the Nasdaq Capital Market’s minimum bid price requirement of $1.00 per share. This followed 30 consecutive business days, from December 29, 2025 through February 10, 2026, with a closing bid below $1.00.
The stock is not being immediately delisted. Cloudastructure has 180 calendar days, until August 17, 2026, to regain compliance by having a closing bid price of at least $1.00 per share for a minimum of 10 consecutive business days. The company may qualify for an additional 180-day period if it meets other listing standards and indicates its intent to cure the deficiency, potentially through a reverse stock split.
If compliance is not regained within the allowed period(s), Nasdaq may delist the shares, though the company could appeal to a Nasdaq Hearings Panel. Cloudastructure plans to monitor its stock price and is considering options, including a reverse stock split subject to stockholder approval, but there is no assurance it will regain compliance.