CLOUDASTRUCTURE, INC.
For the period ended Dec 31, 2024. Filed Mar 31, 2025.
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FY2024 · Filed Mar 31, 2025
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Item 15. Exhibits and Financial Statement Schedules
(a) The following documents are filed as part of this Form 10-K:
(i) Financial statements: See Item 8. Financial Statements and Supplementary Data.
(ii) Financial statement schedules: Schedules for which provision is made in the applicable accounting regulations of the SEC are not required under the related instructions or are not applicable and therefore have been omitted.
(iii) Exhibits: The following exhibits are filed with this Form 10-K:
| Exhibit Number · Description · Incorporated by Reference | ||||||
|---|---|---|---|---|---|---|
| Form · File Number · Exhibit · Filing Date | ||||||
| 3.1 | Amended and Restated Certificate of Incorporation of the registrant, as currently in effect | S-1/A | 333-255424 | 3.1 | October 24, 2024 | |
| 3.2 | Form of Certificate of Designations of Preferences and Rights of Series 1 Convertible Preferred Stock | S-1/A | 333-282038 | 3.2 | November 29, 2024 | |
| 3.3 | Certificate of Designations of Preferences and Rights of Series 2 Convertible Preferred Stock | 8-K | 001-42494 | 3.1 | March 26, 2025 | |
| 3.4 | Bylaws of the registrant, as currently in effect | S-1/A | 333-282038 | 3.2 | September 26, 2024 | |
| 4.1 | Description of Securities (incorporated by reference to exhibits 3.1 through 3.4) | |||||
| 4.2 | Form of Warrant | S-1/A | 333-282038 | 4.2 | September 26, 2024 | |
| 10.1 | Amended 2014 Stock Option Plan | S-1/A | 333-282038 | 10.1 | September 26, 2024 | |
| 10.2 | 2024 Stock Option Plan | S-1/A | 333-282038 | 10.2 | October 24, 2024 | |
| 10.3 | Employment Agreement between Cloudastructure, Inc. and James McCormick, dated June 24, 2024 | S-1/A | 333-282038 | 10.3 | October 24, 2024 | |
| 10.4 | Securities Purchase Agreement, dated November 25, 2024, between Cloudastructure, Inc. and Streeterville Capital, LLC | S-1/A | 333-282038 | 10.6 | November 29, 2024 | |
| 10.5 | Equity Purchase Agreement, dated November 25, 2024, between Cloudastructure, Inc. and Atlas Sciences, LLC | S-1/A | 333-282038 | 10.7 | November 29, 2024 | |
| 10.6 | Registration Rights Agreement, dated November 25, 2024, between Cloudastructure, Inc. and Atlas Sciences, LLC | S-1/A | 333-282038 | 10.8 | November 29, 2024 | |
| 10.7 | Amendment No. 1 to Securities Purchase Agreement, dated January 16, 2025, between Cloudastructure, Inc. and Streeterville Capital, LLC | S-1/A | 333-282038 | 10.7 | January 27, 2025 | |
| 10.8 | Amended and Restated Voting Agreement between Cloudastructure, Inc. and Rick Bentley, dated January 22, 2025. | S-1/A | 333-282038 | 10.10 | January 27, 2025 | |
| 10.9 | Form of Standstill Agreement between Cloudastructure, Inc., Rick Bentley and Gregory Rayzman | S-1/A | 333-282038 | 10.11 | January 27, 2025 | |
| 10.10 | Engagement Letter between Cloudastructure, Inc. and Maxim Group LLC, dated April 25, 2024 | S-1 | 333-284717 | 10.12 | February 6, 2025 | |
| 10.11 | Amendment No. 2 to Securities Purchase Agreement, dated January 29, 2025, between Cloudastructure, Inc. and Streeterville Capital, LLC | S-1/A | 333-284717 | 10.13 | February 13, 2025 | |
| 10.12 | Securities Purchase Agreement, dated March 21, 2025, between Cloudastructure, Inc. and Streeterville Capital, LLC | 8-K | 001-42494 | 10.1 | March 26, 2025 | |
| 10.13 | Registration Rights Agreement, dated March 21, 2025, between Cloudastructure, Inc. and Streeterville Capital, LLC | 8-K | 001-42494 | 10.2 | March 26, 2025 | |
| 10.14 | Placement Agency Agreement, dated March 21, 2025, between Cloudastructure, Inc. and Maxim Group LLC | 8-K | 001-42494 | 10.3 | March 26, 2025 | |
| 10.15* | Amendment No. 3 to Securities Purchase Agreement, dated February 14, 2025, between Cloudastructure, Inc. and Streeterville Capital, LLC | |||||
| 10.16* | Voting Agreement between Cloudastructure, Inc. and Rick Bentley, dated March 24, 2025 | |||||
| 14* | Code of Business Conduct and Ethics | |||||
| 19* | Insider Trading Policy (included in the Company’s Code of Business Conduct and Ethics) | |||||
| 31.1* | Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |||||
| 31.2* | Certification of Principal Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |||||
| 32.1* | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |||||
| 32.2* | Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |||||
| 97.1* | Cloudastructure Clawback Policy | |||||
| 101.INS | Inline XBRL Instance Document. | |||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document. | |||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | |||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. | |||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document. | |||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | |||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||
| * | Filed herewith. | |||||
| # | Indicated management contract or compensatory plan or arrangement. | |||||
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