CSAI 8-K
Cloudastructure, Inc. (CSAI)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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):
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| Title of Class | Trading Symbol | Name of Exchange On Which Registered | ||
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
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On February 2, 2026, Cloudastructure, Inc., a Delaware corporation (the “Company”) entered into an Equity Distribution Agreement (the “Agreement”) with Maxim Group LLC (“Maxim”) to create an at-the-market equity program. Under the Agreement, the Company may offer and sell its Class A common stock, par value $0.0001 per share, from time to time having an aggregate offering amount of up to $9,000,000 (the “Shares”) during the term of the Agreement through Maxim, as sales agent. The Company has agreed to pay Maxim a commission equal to 3.0% of the gross sales price from the sales of Shares pursuant to the Agreement. In addition, the Company has agreed to reimburse Maxim for its reasonable and documented costs and out-of-pocket expenses incurred in connection with its services, including certain fees of its legal counsel.
Sales of the Shares, if any, under the Agreement may be made through any method permitted by law to be “at-the-market equity offerings” as defined in Rule 415 under the Securities Act of 1933, as amended, including sales directly on The Nasdaq Capital Market, at market prices or as otherwise agreed with Maxim. The Company has no obligation to sell any of the Shares under the Agreement and no assurance can be given that the Company will sell any Shares under the Agreement, or if it does, as to the price or number of Shares the Company will sell, or the dates on which any such sales will take place. The Agreement will terminate on the earliest of (i) the sale, pursuant to the Agreement, of Shares having an aggregate offering price of $9,000,000, (ii) February 2, 2027, and (iii) earlier termination in certain situations, as set forth in the Agreement.
The Shares will be issued pursuant to the Company’s Registration Statement on Form S-3 filed with the Securities and Exchange Commission (“SEC”) on February 2, 2026 (the “Registration Statement”) and the prospectus relating to the offer and sale of the Shares that forms a part of the Registration Statement, following such time as the Registration Statement is declared effective by the SEC. The Shares may not be sold, and offers to buy may not be accepted, prior to the time the Registration Statement becomes effective.
This Current Report shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the Shares in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
In addition, on February 2, 2026, the Company entered into a Waiver Agreement (the “Waiver”) with Streeterville Capital, LLC, a Utah limited liability company (“Streeterville”), pursuant to which Streeterville agreed to waive certain rights to participate in future equity and debt financings by the Company, which rights were granted to Streeterville in the Securities Purchase Agreement between the Company and Streeterville dated March 21, 2025, with respect to the at-the-market equity program represented by the Agreement.
The foregoing summaries of the Agreement and the Waiver do not purport to be complete and are qualified in their entirety by reference to the full text of the Agreement and the Waiver, respectively, which are filed as exhibits to this Current Report and are incorporated herein by reference. The Agreement contains representations and warranties that the parties made to, and solely for the benefit of, the other in the context of all of the terms and conditions of the Agreement and in the context of the specific relationship between the parties. The provisions of the Agreement, including the representations and warranties contained therein, are not for the benefit of any party other than the parties to the Agreement and are not intended as a document for investors and the public to obtain factual information about the Company’s current state of affairs. Rather, investors and the public should look to other disclosures contained in the Company’s filings with the SEC.
| Item 9.01 | Financial Statements, Pro Forma Financial Information, and Exhibits. |
(d) Exhibits
| Exhibit Number | Document | |
| 10.1 | Equity Distribution Agreement between the Company and Maxim Group LLC dated February 2, 2026 (incorporated by reference to Exhibit 1.2 to the Company’s Registration Statement on Form S-3 filed with the SEC on February 2, 2026) | |
| 10.2 | Waiver Agreement between the Company and Streeterville Capital, LLC dated February 2, 2026 | |
| 104 | Cover Page Interactive File (the cover page XBRL tags are embedded in the Inline XBRL document) |
| 2 |
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: February 2, 2026
| CLOUDASTRUCTURE, INC. | ||
| By: | /s/ Greg Smitherman | |
Greg Smitherman | ||
| Chief Financial Officer | ||
(Principal Financial Officer and Principal Accounting Officer) | ||
| 3 |
Exhibit 10.2
WAIVER AGREEMENT
This WAIVER AGREEMENT, dated as of February 2, 2026 (this “Agreement”), is entered into by and between Cloudastructure, Inc., a Delaware corporation (“Company”), and Streeterville Capital, LLC, a Utah limited liability company, its successors and/or assigns (“Investor”). Company and Investor may hereinafter be referred to collectively as the “Parties.” Capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings assigned to them in the Purchase Agreement (as defined below).
WHEREAS, Company and Investor entered into a Securities Purchase Agreement, dated as of March 21, 2025 (as subsequently amended, supplemented, and/or otherwise modified, the “Purchase Agreement”), pursuant to which Investor agreed to purchase up to $40,000,000 of Company’s Series 2 Convertible Preferred Stock, par value $0.0001 per share (“Series 2 Stock”);
WHEREAS, the Purchase Agreement gives Investor certain rights to participate in any debt or equity financing conducted by Company;
WHEREAS, on or about the date of this Agreement, Company is entered into an Equity Distribution Agreement with Maxim Group LLC (as the same may hereafter be amended, supplemented, restated, and/or otherwise modified from time to time, the “ATM Agreement”); and
WHEREAS, Company has requested that Investor waive all of its rights pursuant to the Purchase Agreement, including the Participation Right, that may arise as a result of Company’s execution and consummation of the ATM Agreement, including with respect to any sales of Class A Shares by Company pursuant to the ATM Agreement.
NOW, THEREFORE, in consideration of the premises and mutual covenants and obligations hereinafter set forth, the parties hereto, intending legally to be bound, hereby agree as follows:
1. Waiver. Investor agrees to waive all rights arising pursuant to the Purchase Agreement or any other agreement by and between Investor and Company with respect to Company’s execution and consummation of the ATM Agreement, including with respect to any sales of Class A Shares by Company pursuant to the ATM Agreement.
2. Miscellaneous.
(a) Except as otherwise provided herein, the Purchase Agreement shall remain unchanged and in full force and effect.
(b) From and after the date of this Agreement, any reference in the Purchase Agreement to “hereof,” “herein,” “hereunder,” “hereby,” and “this Purchase Agreement” shall be deemed a reference to the Purchase Agreement as modified by this Agreement.
(c) The provisions contained in Section 14 of the Purchase Agreement are incorporated by reference in this Agreement mutatis mutandis.
(d) The Purchase Agreement as modified by this Agreement, is hereby ratified and confirmed in all respects. In the event of a conflict between the Purchase Agreement and this Agreement, the terms of this Agreement shall control.
[Signature page follows.]
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IN WITNESS WHEREOF, the Parties hereto have executed this Waiver Agreement as of the date set forth above.
| INVESTOR | ||
| Streeterville Capital, LLC | ||
| By: | /s/ John M. Fife | |
| John M. Fife, President | ||
| COMPANY: | ||
| Cloudastructure, Inc. | ||
| By: | /s/ James McCormick | |
| James McCormick, Chief Executive Officer | ||
| 2 |