8-K
CLOUDASTRUCTURE, INC. (CSAI)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of theSecurities Exchange Act of 1934
Date of Report (Date of earliest event
reported): December 15, 2025
___________________________
CLOUDASTRUCTURE,
INC.
(Exact name of registrant as specified in its charter)
___________________________
| Delaware | 001-42494 | 87-0690564 |
|---|---|---|
| (State or other jurisdiction of<br><br> <br>incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) |
| 228 Hamilton Road | ||
| Palo Alto,California | 94301 | |
| (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 1.01 | Entry into a Material Definitive Agreement. |
|---|
As disclosed in a Form 8-K filed by Cloudastructure, Inc. (the “Company”) on March 26, 2025, as amended by a Form 8-K/A on April 17, 2025, the Company entered into a Securities Purchase Agreement with Streeterville Capital, LLC (“Streeterville”) on March 21, 2025 (as subsequently modified and amended, the “Series 2 Agreement”), pursuant to which Streeterville agreed to purchase up to $40,000,000 of the Company’s Series 2 Convertible Preferred Stock, par value $0.0001 per share (the “Series 2 Stock”). The Series 2 Stock is convertible into the Company’s Class A common stock, par value $0.0001 per share (the “Class A Stock”), on the terms and subject to the limitations and conditions set forth in the Certificate of Designations of Preferences and Rights of Series 2 Convertible Preferred Stock (the “Certificate of Designations”).
On December 15, 2025, the Company and Streeterville entered into a Supplemental Terms Agreement (the “Supplemental Terms”) pursuant to which the Company agreed to sell and issue to Streeterville, and Streeterville agreed to purchase from the Company, 3,500 shares of Series 2 Stock pursuant to the Series 2 Agreement (the “Tranche 3 Shares”). The Company issued the Tranche 3 Shares to Streeterville on December 15, 2025, and received gross proceeds of $3,500,000. Pursuant to the Supplemental Terms, the parties agreed that, upon the Company’s delivery of the Tranche 3 Shares to Streeterville, Streeterville’s reinvestment right pursuant to the Series 2 Agreement has been fully exercised and is of no further force or effect.
In addition, pursuant to the Supplemental Terms, notwithstanding anything to the contrary in the Certificate of Designations, Streeterville will not have the right to convert any of the Tranche 3 Shares at a Conversion Price (defined below) of less than $0.75 per share prior to 20 days following the date that the daily volume weighted average price (VWAP) of the Class A Stock is below $0.75 (the “Cooling Off Period”). Following the Cooling Off Period, if Streeterville seeks to convert any of the Tranche 3 Shares with a Conversion Price below $0.75 per share, the Company has agreed to pay Streeterville the applicable Conversion Amount (as defined below) in cash or by delivery of the shares of Class A Stock within three business days, with such election to be made in the Company’s discretion within 24 hours after receiving Streeterville’s conversion notice. Only one Cooling Off Period may occur unless the daily VWAP of the Class A Stock is above $0.75 for 90 consecutive days, after which a subsequent Cooling Off Period may occur.
In addition, on December 15, 2025, the Company and Streeterville entered into a Waiver Agreement pursuant to which Streeterville agreed to waive certain purchase conditions set forth in the Series 2 Agreement with respect to Streeterville’s purchase of the Tranche 3 Shares.
The foregoing description of the Waiver Agreement and Supplemental Terms is not complete and is subject to, and qualified in its entirety by reference to, the text of the Waiver Agreement and the Supplemental Terms, which are included as Exhibits 10.1 and 10.2, respectively, to this Form 8-K and incorporated here by reference.
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The information set forth in Item 1.01 of this Form 8-K is incorporated here by reference in its entirety.
The sale of the Tranche 3 Shares to Streeterville was not registered under the Securities Act, or the securities laws of any state, and such shares were offered and issued in reliance on the exemption from registration under the Securities Act afforded by Section 4(a)(2) and Rule 506 of Regulation D promulgated thereunder.
Subject to the Supplemental Terms, the Tranche 3 Shares are convertible at any time at Streeterville’s option into shares of Class A Stock equal to (1) the number of Tranche 3 Shares being converted multiplied by their then Stated Value (defined below) (the “Conversion Amount”), divided by (ii) the Conversion Price. Each Tranche 3 Share has a stated value (the “Stated Value”) of $1,111, subject to an automatic 10% increase upon the occurrence of an Event of Default (as defined in the Certificate of Designations).
Prior to a Trigger Event (as defined in the Certificate of Designations) or an Event of Default, the conversion price (“Conversion Price”) is $10.00 per share of Class A common stock, subject to adjustment if the Company issues Class A common stock or rights to receive Class A common stock at a lower price (the “Fixed Conversion Price”). Following a Trigger Event or Event of Default, the Conversion Price is the lesser of the (i) Fixed Conversion Price, and (ii) greater of (x) 88% multiplied by the lowest daily VWAP of the Company’s Class A Stock during the eight business day period prior to the measurement date, and (y) 20% of the “Minimum Price” as defined in Nasdaq Rule 5635 calculated as of the most recent date on which the Company issued Series 2 Stock.
Notwithstanding the foregoing, no conversion of Series 2 Stock will be effected to the extent it would cause Streeterville alone, without aggregating with its affiliates, to beneficially own greater than 4.99%, and together, with its affiliates, to beneficially own greater than 9.99%, of the Company’s Class A common stock.
| Item 9.01 | FinancialStatements, Pro Forma Financial Information, and Exhibits. |
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(c) Exhibits
| 10.1 | Waiver Agreement between the Company and Streeterville Capital, LLC dated December 15, 2025 |
|---|---|
| 10.2 | Supplemental Terms Agreement between the Company and Streeterville Capital, LLC dated December 15, 2025 |
| 104 | Cover Page Interactive File (the cover page XBRL tags are embedded<br>in the Inline XBRL document). |
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EXHIBIT INDEX
| Exhibit Number | Document |
|---|---|
| 10.1 | Waiver Agreement between the Company and Streeterville Capital, LLC dated December 15, 2025 |
| 10.2 | Supplemental Terms Agreement between the Company and Streeterville Capital, LLC dated December 15, 2025 |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document). |
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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: December 18, 2025
| CLOUDASTRUCTURE, INC. | |
|---|---|
| By: | /s/ Greg Smitherman |
| Greg Smitherman | |
| Chief Financial Officer | |
| (Principal Financial Officer and<br><br><br><br>Principal Accounting Officer) |
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Exhibit 10.1
WAIVER AGREEMENT
This WAIVER AGREEMENT, dated as of December 15, 2025 (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 (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, Company has submitted a Request for Investor to purchase $3,500,000 in Series 2 Stock (“Request #2”) pursuant to the Purchase Agreement.
WHEREAS, Company has requested that: (a) Investor waive the satisfaction of the conditions set forth in Annex 1 of the Purchase Agreement (the “Purchase Conditions”) with respect to Request #2; and (b) $3,000,000 of Request #2 be used to reduce Investor’s Reinvestment Right.
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 the Purchase Conditions with respect to Request #2 and to honor such Request from Company.
2. Reinvestment Right. Notwithstanding the fact that Request #2 originated from Company, Investor agrees that following the issuance by Company of the Series 2 Stock pursuant to Request #2, the amount of the Reinvestment Right will be reduced by $3,000,000.
3. 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 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 |
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Exhibit 10.2
SUPPLEMENTAL TERMS AGREEMENT
This SUPPLEMENTAL TERMSAGREEMENT, dated as of December 15, 2025 (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 (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 Series 2 Stock is convertible into shares of Company’s Class A common stock, par value $0.0001 per share (“Class A Stock”), on the terms and subject to the limitations and conditions set forth in the Certificate of Designations of Preferences and Rights of Series 2 Convertible Preferred Stock (the “Certificate of Designations”).
WHEREAS, Investor has elected to purchase $3,000,000 in Series 2 Stock (the shares of Series 2 Stock issuable pursuant to such election, the “Reinvestment Right Shares”) pursuant to its remaining Reinvestment Right set forth in the Purchase Agreement.
WHEREAS, Company desires to sell and Investor desires to purchase an additional $500,000 in Series 2 Stock pursuant to the Purchase Agreement (the “Additional Purchase Shares”, and together with the Reinvestment Right Shares, the “Tranche 3 Shares”).
WHEREAS, the Parties desire to memorialize the exercise and satisfaction of the Reinvestment Right and the agreement to purchase the Additional Purchase Shares.
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. Share Issuance. Company agrees to issue the Tranche 3 Shares within one (1) Trading Day of its receipt of the applicable purchase price for such shares. Company represents and warrants to Investor that the issuance of the Tranche 3 Shares has been duly authorized and approved by Company’s Board of Directors.
2. Full Exercise of Reinvestment Right. The Parties agree that the Reinvestment Right will be fully exercised and of no further force or effect immediately following the issuance of the Reinvestment Right Shares to Investor.
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3. Conversion Price. Notwithstanding anything to the contrary in the Certificate of Designations, Investor will not have the right to convert any of the Tranche 3 Shares at a Conversion Price below $0.75 or submit a Conversion Notice with respect to any of the Tranche #3 Shares with a Conversion Price below $0.75 prior to 20 days following the date that the daily VWAP of the Class A Stock is below $0.75 after the date hereof (the “Cooling Period”). Following the Cooling Period, if Investor delivers a Conversion Notice to Company with a Conversion Price below $0.75, the Company agrees to: pay to Investor the applicable Conversion Amount in Conversion Shares or in cash within three (3) Business Days, with the election as to payment in cash or via the issuance of Conversion Shares to be determined in the discretion of Company within 24 hours of receipt of such Conversion Notice. For the avoidance of doubt, only one Cooling Period may occur after the date hereof unless and until the daily VWAP of the Class A Stock is above $0.75 for ninety (90) consecutive days (the “Recapture Date”). Following the Recapture Date, a subsequent Cooling Period may occur.
4. Miscellaneous.
(a) Except as otherwise provided herein, the Certificate of Designations and 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 Certificate of Designations to “hereof,” “herein,” “hereunder,” “hereby,” and “this Purchase Agreement” shall be deemed a reference to the Certificate of Designations 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 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 |
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