CLOUDASTRUCTURE, INC.
For the period ended Mar 31, 2025. Filed May 15, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2025 · Filed May 15, 2025
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Unregistered Sales of Equity Securities and Use of Proceeds
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
| (a) | On January 29, 2025, the Company sold 6,300 shares of its Series 1 Preferred and 720,000 shares of its Class A common stock to Streeterville for aggregate gross proceeds of $6.3 million. This sale was not registered under the Securities Act, or the securities laws of any state, and was made in reliance on the exemption from registration under the Securities Act afforded by Section 4(a)(2) and Rule 506 of Regulation D promulgated thereunder. |
| The Series 1 Preferred shares are convertible into the Company’s Class A common stock at any time at an initial conversion price of $9.00 per share. The conversion price is subject to adjustment upon our issuance of warrants, options, or other rights to acquire Class A common stock at a lower price and upon the occurrence of certain Trigger Events (defined below) or Events of Default (defined below). Upon the occurrence of a Trigger Event, the conversion price will be adjusted to (1) the lesser of $9.00, or (2) the greater of (x) 85% of the lowest daily VWAP of our Class A common stock during the preceding 10 business day period, and (y) $1.00. The Certificate of Designations for the Series I Preferred shares contains triggering events and events of default that are typical for preferred shares of this type, including but not limited to, if (i) we receive notice of non-compliance with Nasdaq’s listing requirements, (ii) our average market capitalization falls below $75.0 million in any 10 business day period, or (iii) our stockholder equity falls below $2.5 million, we have a net loss greater than $1.0 million, or net sales of less than $0.5 million in any quarter beginning with the first quarter of 2025 (each of (i) through (iii), a “Trigger Event”), (iv) if we fail to fully comply with any covenant, obligation or agreement or fail to pay any amount when due and payable, and such failure is not cured within the applicable cure period, or (v) upon the occurrence of any bankruptcy, insolvency or similar event (each of (iv) and (v), an “Event of Default”). Notwithstanding the foregoing, we will not give effect to any conversion of Series 1 Preferred to the extent that, following such conversion, the holder individually (without aggregating with its affiliates) would beneficially own in excess of 4.99% of our outstanding Class A common stock (the “Maximum Percentage”); provided, that the Maximum Percentage for a holder of Series 1 Preferred together with such holder’s affiliates will be 9.99%. The Maximum Percentage is enforceable, unconditional, and non-waivable and shall apply to all affiliates and assigns of each holder of the Series 1 Preferred. The foregoing description of the Series 1 Equity Financing is qualified in its entirety by reference to the Series 1 Equity Financing, filed as Exhibit 10.6 to our Annual Report on Form 10-K for the year ended December 31, 2024. |
In addition, on March 21, 2025, the Company sold 4,500 shares of its Series 2 Preferred to Streeterville for aggregate gross proceeds of $4.5 million. Please see the Form 8-K filed by the Company with the SEC on March 26, 2025 for more information regarding this issuance of Series 2 Preferred shares.
| (b) | Not applicable. |
| (c) | Issuer purchases of equity securities: None. |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.