8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 21, 2026

___________________________

CLOUDASTRUCTURE, INC.

(Exact name of registrant as specified in its charter)

___________________________

Delaware	001-42494	87-0690564
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

3000 El Camino Real, Bldg 4, Ste 200
Palo Alto, California		94306
(Address of principal executive offices)		(Zip Code)

(650) 644-4160

Registrant’s telephone number, including area code:

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

___________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Class		Trading Symbol		Name of Exchange On Which Registered
Class A Common Stock		CSAI		Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 13(a) of the Exchange Act. ☐

Item 8.01 Other Events.

On May 21, 2026, Cloudastructure, Inc. (the “Company”) issued a press release announcing that it had not filed its Form 10-Q for the first quarter of 2026 by the extended filing deadline of May 20, 2026. A copy of the press release is attached as Exhibit 99.1 to this Current Report.

Item 9.01 Financial Statements, Pro Forma Financial Information, and Exhibits.

99.1 Press Release dated May 21, 2026

104 Cover Page Interactive File (the cover page XBRL tags are embedded in the Inline XBRL document).

EXHIBIT INDEX

Exhibit Number		Document
99.1		Press Release dated May 21, 2026.
104		Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: May 21, 2026

	CLOUDASTRUCTURE, INC.

	By:	/s/ Greg Smitherman
		Greg Smitherman
		Chief Financial Officer
		(Principal Financial Officer and Principal Accounting Officer)

Exhibit 99.1

Cloudastructure AI Surveillance Investor Relations Portal

Cloudastructure Postpones First Quarter 2026 Financial Results Conference Call;

Maintains Preliminary Q1 Revenue Guidance

Anticipates Reporting First Quarter Revenue of Approximately $1.3 Million, Reflecting 78% Year-Over-Year Growth, and

Gross Profit Growth of Approximately 115% Year-Over-Year

PALO ALTO, CA. – May 21, 2026 -- Cloudastructure, Inc. (“Cloudastructure” or “the Company”) (Nasdaq: CSAI), a leader in cloud-native AI surveillance and remote guarding, today announced that it is postponing its first quarter 2026 financial results conference call and has delayed the filing of its Quarterly Report on Form 10-Q for the quarter ended March 31, 2026.

The delay relates to the Company’s ongoing review, in consultation with its independent registered public accounting firm, of a technical accounting issue associated with the balance sheet treatment of certain preferred equity instruments. The Company is continuing to work through the review process and intends to file its Form 10-Q as soon as practicable.

As previously announced, the Company currently expects to report first quarter 2026 revenue of approximately $1.3 million, representing approximately 78% year-over-year growth, and gross profit growth of approximately 115% year-over-year.

Cloudastructure will announce a new conference call date following the filing of its Form 10-Q.

About Cloudastructure

Headquartered in Palo Alto, California, Cloudastructure’s patented award-winning security platform utilizes a scalable cloud-based architecture that features cloud video surveillance with proprietary, state-of-the-art AI/ML analytics, and a seamless remote guarding solution. The combination enables enterprise businesses to achieve proactive, end-to-end security, and pairs that platform with an attractive value proposition that eschews proprietary hardware and offers contract-free, month-to-month pricing and unlimited 24/7 support. With Cloudastructure, companies can achieve unparalleled situational awareness in real time and thereby stop crime as it is happening, while simultaneously achieving up to a 75% lower Total Cost of Ownership than other systems. For more information, visit https://www.cloudastructure.com.

Cautionary Note Regarding Forward-Looking Statements

Certain statements in this press release may be considered forward-looking. Any forward-looking statement expressing an expectation or belief as to one or more future events is expressed in good faith and believed to be reasonable. However, these statements are not guarantees of future events and involve risks, uncertainties and other factors beyond our control. These factors include, but are not limited to, our ability to complete the procedures necessary to file our Form 10-Q for the first quarter of 2026 and potential changes to our financial results for such quarter that may result from the completion of those procedures. We caution you against relying on any of the forward-looking statements in this release, as actual outcomes and results may differ materially from what is expressed in any forward-looking statement. Except as required by applicable law, we do not intend to update any of the forward-looking statements to conform them to actual results or revised expectations.

Media Contact

Kathleen Hannon, Sr. Communications Director

Cloudastructure, Inc.

704.574.3732

[email protected]

Investor Contact

Valter Pinto, Managing Director

KCSA Strategic Communications

212.896.1254

[email protected]