Cloudastructure, Inc S-1/A, filed May 13, 2025
Cloudastructure, Inc. (CSAI)
As filed with the Securities and Exchange Commission on May 13, 2025
Registration No. 333-286654
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________________
Amendment No. 2
to
FORM
REGISTRATION STATEMENT
Under
The Securities Act of 1933
_________________________________
(Exact name of registrant as specified in its charter)
| 7370 | ||||
|
(State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
_________________________________
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)
_________________________________
|
James McCormick Chief Executive Officer Cloudastructure, Inc. 228 Hamilton Avenue, 3rd Floor (650) 644-4160 (Name, address, including zip code, and telephone number, including area code, of agent for service) |
_________________________________
Copies to:
Vanessa Schoenthaler, Esq.
Saul Ewing LLP
1270 Avenue of the Americas, Suite 2800
New York, New York 10020
(212) 980-7208
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
_________________________________
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| ☒ | Smaller reporting company | ||
| Emerging growth company |
If an emerging growth company,
indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
Cloudastructure, Inc. is filing this Amendment No. 2 to its Registration Statement on Form S-1 (File No. 333-286654) as an exhibits-only filing. Accordingly, this Amendment consists only of the facing page, this explanatory note, Item 16(a) of Part II of the Registration Statement, the signature page to the Registration Statement and the filed exhibits. The remainder of the Registration Statement is unchanged and has therefore been omitted.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
| Item 16. | Exhibits and Financial Statement Schedules |
Exhibits
See the Exhibit Index immediately preceding the signature page hereto for a list of exhibits filed as part of this registration statement, which Exhibit Index is incorporated herein by reference.
Financial Statement Schedules
All financial statement schedules are omitted because the information called for is not required or is shown either in the financial statements or in the accompanying notes.
| II-1 |
EXHIBIT INDEX
| II-2 |
| 10.15 | Amendment No. 3 to Securities Purchase Agreement, dated February 14, 2025, between Cloudastructure, Inc. and Streeterville Capital, LLC | 10-K | 001-42494 | 10.15 | March 31, 2025 | |||||
| 10.16 | Voting Agreement between Cloudastructure, Inc. and Rick Bentley, dated March 24, 2025 | 10-K | 001-42494 | 10.16 | March 31, 2025 | |||||
| 10.17 | Waiver Agreement Cloudastructure, Inc. and Streeterville Capital, LLC, dated April 1, 2025 | 8-K | 001-42494 | 10.1 | April 1, 2025 | |||||
| 10.18 | Supplement Terms Agreement between Cloudastructure, Inc. and Streeterville Capital, LLC, dated April 11, 2025 | 8-K/A | 001-42494 | 10.1 | April 17, 2025 | |||||
| 10.19 | Waiver Agreement Cloudastructure, Inc. and Streeterville Capital, LLC, dated April 11, 2025 | 8-K/A | 001-42494 | 10.2 | April 17, 2025 | |||||
| 10.20 | Waiver Agreement Cloudastructure, Inc. and Atlas Sciences, LLC, dated April 11, 2025 | 8-K/A | 001-42494 | 10.3 | April 17, 2025 | |||||
| 23.1* | Consent of Bush & Associates CPA, Independent Registered Public Accounting Firm | |||||||||
| 23.2* | Consent of Saul Ewing LLP (included in Exhibit 5.1) | |||||||||
| 24.1 | Power of Attorney (included on signature page). | |||||||||
| 107 | Filing Fee Table | |||||||||
| 101.INS | Inline XBRL Instance Document. | |||||||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document. | |||||||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | |||||||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. | |||||||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document. | |||||||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | |||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||||
* Filed herewith.
| II-3 |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Palo Alto, California, on May 13, 2025.
| CLOUDASTRUCTURE, INC. | ||
| By: | /s/ James McCormick | |
| James McCormick | ||
| Chief Executive Officer | ||
POWER OF ATTORNEY
We, the undersigned officers and directors of Cloudastructure, Inc., hereby severally constitute and appoint James McCormick and Greg Smitherman, and each of them singly (with full power to each of them to act alone), our true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them for us and in our name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement (or any other registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as full to all intents and purposes as we might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| /s/ James McCormick | Chief Executive Officer, Director | May 13, 2025 | ||
| James McCormick | (Principal Executive Officer) | |||
| /s/ Greg Smitherman | Chief Financial Officer | May 13, 2025 | ||
| Greg Smitherman | (Principal Financial and Accounting Officer) | |||
| /s/ Craig Johnson | Director | May 13, 2025 | ||
| Craig Johnson | ||||
| /s/ Jeff Kirby | Director | May 13, 2025 | ||
| Jeff Kirby | ||||
| /s/ Ruba Qashu | Director | May 13, 2025 | ||
| Ruba Qashu |
| II-4 |
Exhibit 5.1
May 13, 2025
Cloudastructure, Inc.
228 Hamilton Avenue, 3rd Floor
Palo Alto, California 94301
Re: Registration Statement on Form S-1 of Cloudastructure, Inc.
Ladies and Gentlemen:
We have acted as counsel to Cloudastructure, Inc., a Delaware corporation (the “Company”), in connection with its filing of a Registration Statement on Form S-1 (Registration No. 333-286654) (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), with the U.S. Securities and Exchange Commission (the “Commission”), relating to the resale of up to an aggregate of 8,000,000 shares of the Company’s Class A common stock, par value $0.0001 per share (“Class A common stock”), issuable to Streeterville Capital, LLC, a Utah limited liability company (“Streeterville” or the “Selling Stockholder”) upon the conversion of the Company’s Series 2 Convertible Preferred Stock, par value $0.0001 per share (the “Series 2 Preferred”).
This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.
In rendering the opinions stated herein, we have examined and relied upon the following:
| (i) | the Registration Statement (including the prospectus contained therein); |
| (ii) | the Second Amended and Restated Certificate of Incorporation of the Company, as in effect as of the date hereof; |
| (iii) | the Bylaws of the Company, as in effect as of the date hereof; |
| (iv) | the Certificate of Designations of Preferences and Rights of Series 2 Convertible Preferred Stock, as in effect as of the date hereof (the “Certificate of Designations”); |
| (v) | the Securities Purchase Agreement, dated March 21, 2025, by and between the Company and Streeterville, as amended through the date hereof (the “Securities Purchase Agreement”); |
| (vi) | the Supplemental Terms Agreement, dated April 11, 2025, by and between the Company and Streeterville (the “Supplemental Terms”); |
| (vii) | the Waiver Agreement, dated April 11, 2025, by and between the Company and Streeterville (the “Waiver”); |
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Cloudastructure, Inc.
May 13, 2025
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| (viii) | certain resolutions adopted by the board of directors of the Company authorizing the transactions relating to the Securities Purchase Agreement, Supplemental Terms and Waiver; |
| (ix) | an executed copy of a certificate from the Company’s Chief Financial Officer, dated as of the date hereof (the “Officer’s Certificate”); and |
| (x) | a certificate, dated as May 7, 2025, from the Secretary of State of the State of Delaware with respect to the Company’s existence and good standing in the State of Delaware. |
We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such records of the Company and such agreements, certificates of public officials, certificates of officers or other representatives of the Company and others, and such other documents, certificates and records as we have deemed necessary or appropriate as a basis for the opinions stated below.
In our examination, we have assumed the genuineness of all signatures, including electronic signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as facsimile, electronic, certified or photocopied copies, and the authenticity of the originals of such copies. As to any facts relevant to the opinions stated herein that we did not independently establish or verify, we have relied upon statements and representations of officers and other representatives of the Company and the Selling Stockholder and others and of public officials.
We do not express any opinion with respect to the laws of any jurisdiction other than the applicable provisions of the General Corporation Law of the State of Delaware as in effect on the date hereof. We neither express nor imply any obligation with respect to any other laws or the laws of any other jurisdiction or of the United States. This opinion speaks as of its date, and we undertake no (and hereby disclaim any) obligation to update this opinion.
Based upon the foregoing and subject to the assumptions, exceptions, limitations and qualifications set forth herein, we are of the opinion that the shares of Class A common stock issuable upon the conversion of the Series 2 Preferred have been duly authorized for issuance by the Company and, when issued and delivered in the manner described in the Registration Statement and in accordance with the terms of the Certificate of Designations, will be validly issued, fully paid and non-assessable shares of Class A common stock.
This opinion is furnished in connection with the filing of the Registration Statement and may not be relied upon for any other purpose without our prior written consent in each instance. Further, no portion of this opinion may be quoted, circulated or referred to in any other document for any other purpose without our prior written consent.
We hereby consent to the filing of this opinion with the Commission as Exhibit 5.1 to the Registration Statement and to the use of our name under the caption “Legal Matters” in the prospectus which forms a part of the Registration Statement. In giving the foregoing consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act, or the rules and regulations of the Commission promulgated thereunder.
Sincerely,
SAUL EWING LLP
/s/ Saul Ewing
LLP
VJS/GAN
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We hereby consent to the incorporation by reference in Amendment No. 1 to this Registration Statement on Form S-1 (No. 333-286654) of our report dated March 31, 2025, relating to the financial statements of Cloudastructure, Inc., for the years ended December 31, 2024 and 2023, appearing in the Annual Report on Form 10-K of Cloudastructure Inc. for the year ended December 31, 2024.
We also consent to the reference to us under the heading “Experts” in such Registration Statemen.
/s/ Bush & Associates CPA, LLC
May 13, 2025
Henderson, Nevada