UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________
FORM
CURRENT REPORT
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| Title of Class | Trading Symbol | Name of Exchange On Which Registered | ||
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On September 28, 2026, Cloudastructure, Inc. (the “Company”) entered into an Exchange Agreement (the “Exchange Agreement”) with Streeterville Capital, LLC (“Streeterville”), pursuant to which the Company and Streeterville agreed to partition a new promissory note (the “Partitioned Note”) in the original principal amount of $63,332.50 from that certain Promissory Note dated June 30, 2026, in the original principal amount of $1,299,870.00 (the “Note”), and to exchange the Partitioned Note for 18,246 shares of the Company’s Class A common stock, par value $0.0001 per share (the “Exchange Shares”). Pursuant to the Exchange Agreement, the Partitioned Note was partitioned from the Note, and the outstanding balance of the Note was reduced by $63,332.50. Streeterville agreed to surrender the Partitioned Note in exchange for the Exchange Shares. On the Free Trading Date (as defined in the Exchange Agreement), the Partitioned Note will be cancelled and all obligations of the Company under the Partitioned Note will be deemed fulfilled. No additional consideration was paid by Streeterville in connection with the exchange.
The exchange was effected in reliance upon the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended (the “Securities Act”).
The foregoing description of the Exchange Agreement is not complete and is qualified in its entirety by reference to the full text of the Exchange Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated here by reference.
| Item 3.02 | Unregistered Sales of Equity Securities. |
On September 28, 2026, in connection with the Exchange Agreement described in Item 1.01 above (which description is incorporated here by reference), the Company agreed to issue 18,246 shares of Class A common stock to Streeterville in exchange for the Partitioned Note. The issuance of the Exchange Shares was exempt from registration under Section 3(a)(9) of the Securities Act.
| Item 9.01 | Financial Statements, Pro Forma Financial Information, and Exhibits. |
(d) Exhibits
| 10.1 | Exchange Agreement between Cloudastructure, Inc. and Streeterville Capital, LLC dated September 28, 2026 |
| 104 | Cover Page Interactive 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: October 2, 2026
| CLOUDASTRUCTURE, INC. | ||
| By: | /s/ Greg Smitherman | |
| Greg Smitherman | ||
|
Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | ||
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