Business Context and Reporting Period
Company: Cloudastructure, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: December 15, 2025
Reporting Period: Specific event date of December 15, 2025.
Context: The Company, an Emerging Growth Company, reported the execution of a Supplemental Terms Agreement and a Waiver Agreement with Streeterville Capital, LLC regarding the purchase of Series 2 Convertible Preferred Stock.
Key Financial Metrics
This filing reports a specific capital raise event rather than comprehensive periodic financial statements. Key metrics disclosed include:
- Gross Proceeds: $3,500,000 received from the sale of Tranche 3 Shares.
- Shares Issued: 3,500 shares of Series 2 Convertible Preferred Stock.
- Stated Value per Share: $1,111 (subject to a 10% increase upon an Event of Default).
- Conversion Price: Generally $10.00 per share of Class A common stock, subject to adjustments based on Trigger Events or Events of Default.
- Beneficial Ownership Limits: Conversion is capped to prevent Streeterville from beneficially owning more than 4.99% individually or 9.99% with affiliates.
Note: The filing text does not provide clear values for total revenue, net profit, operating cash flow, gross margins, total debt, or liquidity ratios as of the reporting date.
Material Changes
The primary material change is the finalization of the Series 2 Convertible Preferred Stock financing arrangement:
- Completion of Reinvestment Rights: The issuance of Tranche 3 Shares fully exercised Streeterville's reinvestment rights under the Series 2 Agreement, rendering such rights of no further force or effect.
- Conversion Restrictions: A "Cooling Off Period" was established. Streeterville cannot convert Tranche 3 Shares at a price below $0.75 per share for 20 days following the date the daily VWAP of Class A Stock falls below $0.75.
- Waiver of Conditions: Streeterville waived certain purchase conditions previously set forth in the Series 2 Agreement to facilitate the Tranche 3 purchase.
Outlook, Risks, and Contingencies
Management Commentary and Terms:
- Cash Settlement Option: Following the Cooling Off Period, if Streeterville seeks to convert shares at a price below $0.75, the Company has the discretion to pay the Conversion Amount in cash or deliver Class A Stock within three business days.
- Future Cooling Off Periods: A subsequent Cooling Off Period may only occur if the daily VWAP of Class A Stock remains above $0.75 for 90 consecutive days.
Risks and Contingencies:
- Dilution Risk: The securities are convertible into Class A common stock, subject to beneficial ownership limits.
- Default Consequences: The Stated Value of the preferred stock increases by 10% automatically upon an Event of Default.
- Unregistered Sale: The shares were issued in reliance on Section 4(a)(2) and Rule 506 of Regulation D exemptions, meaning they are not registered under the Securities Act.
Investor Verification Checklist
- Verify the current daily VWAP of Class A Common Stock to assess the likelihood of triggering the "Cooling Off Period" conversion restrictions.
- Review the full text of the Supplemental Terms Agreement (Exhibit 10.2) and Waiver Agreement (Exhibit 10.1) for specific definitions of "Trigger Event" and "Event of Default."
- Confirm the Company's current cash position to evaluate its ability to satisfy potential cash settlement obligations if Streeterville elects conversion below $0.75.
- Monitor the Company's Class A stock price relative to the $0.75 threshold and the $10.00 fixed conversion price to understand potential dilution scenarios.