Business Context and Reporting Period
Company: Cloudastructure, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: August 6, 2026
Reporting Period: Event date of August 6, 2026
Context: The Company entered into a Material Definitive Agreement to exchange a portion of its outstanding debt for equity.
Key Financial Metrics
This filing does not report comprehensive financial statements, revenue, profit, cash flow, or liquidity metrics. The specific financial activity reported is:
- Debt Reduction: $108,332.50 (Principal amount of the Partitioned Note).
- Equity Issuance: 22,297 shares of Class A Common Stock.
- Remaining Debt: The Original Note (dated June 30, 2026) remains in full force and effect for the remaining balance after the partition.
Material Changes
The primary material change is the conversion of debt to equity:
- Transaction: Partitioned a $108,332.50 note from an Original Note of $1,299,870.00.
- Counterparty: Streeterville Capital, LLC.
- Outcome: The Company reduced its outstanding debt obligation by $108,332.50 in exchange for issuing 22,297 shares of Class A common stock.
- Consideration: No additional cash or consideration was paid by Streeterville.
Guidance, Outlook, and Risks
Management Commentary: The filing contains no forward-looking guidance, outlook, or management discussion regarding future performance.
Regulatory Status: The issuance of shares was exempt from registration under Section 3(a)(9) of the Securities Act of 1933, as it was an exchange exclusively with an existing security holder for an outstanding security.
Risks/Contingencies: The filing does not disclose new risks or contingencies beyond the standard execution of the Exchange Agreement.
Investor Verification Checklist
- Verify the total remaining principal balance of the Original Note dated June 30, 2026, after the $108,332.50 reduction.
- Confirm the delivery of the 22,297 Exchange Shares to Streeterville Capital, LLC by the August 10, 2026 deadline.
- Review the full text of the Exchange Agreement (Exhibit 10.1) for any covenants or conditions attached to the remaining debt.
- Check subsequent filings for the impact of this equity issuance on total share count and potential dilution.