8-K
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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 18, 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 2.02        Results of Operations and Financial Condition.

 

On May 18, 2026, Cloudastructure, Inc. (the “Company”) issued a press release announcing certain limited financial results for the quarter ended March 31, 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.

 

(c)       Exhibits

 

99.1       Press Release dated May 18, 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 18, 2026.
104   Cover Page Interactive Data 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: May 18, 2026

 

  CLOUDASTRUCTURE, INC.
     
  By: /s/ Greg Smitherman
   

Greg Smitherman

    Chief Financial Officer
   

(Principal Financial Officer and

Principal Accounting Officer)

 

 

 

 

 

 

 

 

 

 3 

 

Exhibit 99.1

 

Cloudastructure AI Surveillance Investor Relations Portal

 

Cloudastructure Reschedules First Quarter 2026 Conference Call to Thursday, May 21st

and Announces 78% Year-Over-Year Revenue Growth

 

First Quarter 2026 Revenue and Gross Profit Increased Year-Over-Year 78% and 115% Respectively

PALO ALTO, CA. – May 18, 2026 -- Cloudastructure, Inc. (“Cloudastructure” or “the Company”) (Nasdaq: CSAI), a leader in cloud-native AI surveillance and remote guarding, today announced that it has rescheduled its 2026 first quarter financial results conference call to Thursday, May 21, 2026 at 12:00 P.M. ET | 9:00 A.M. PT to provide additional time to complete the quarterly review of the first quarter results. The Company will report its financial results for the first quarter of 2026 on Wednesday, May 20, 2026 after market close.

 

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.

 

First Quarter 2026 Financial Results Conference Call:

Date: May 21, 2026

Time: 12:00 P.M. ET | 9:00 A.M. PT

Live Call: 1-888-506-0062 (U.S. Toll Free) or 1-973-528-0011 (International)

Access Code: 837138

Webcast: https://www.webcaster5.com/Webcast/Page/3134/54039

 

For interested individuals unable to join the conference call, a replay will be available through June 1, 2026, by dialing 1-877-481-4010 (U.S. Toll Free) or 1-919-882-2331 (International). Participants must use the following code to access the replay of the call: 54039. An archived version of the webcast will also be available for 365 days.

 

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 our ability to complete the procedures necessary to file our Form 10-Q for the first quarter of 2026 by the extended filing deadline of May 20, 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]