CLOUDASTRUCTURE, INC.
For the period ended Jun 30, 2025. Filed Aug 14, 2025.
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Jun 30, 2025 · Filed Aug 14, 2025
CSAI$1.60-17.5%Stored close · as of Nov 10, 2026
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Unregistered Sales of Equity Securities and Use of Proceeds
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
| (a) | On April 11, 2025, the Company sold 3,000 shares of its Series 2 Preferred to Streeterville for aggregate gross proceeds of $3.0 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 2 Preferred shares are convertible into shares of our Class A common stock on the terms and subject to the limitations and conditions set forth in the Certificate of Designations of Preferences and Rights of Series 2 Convertible Preferred Stock (the “Series 2 Certificate of Designations”), filed with the Secretary of State of the State of Delaware on March 24, 2025. At any time and from time to time, the holder of Series 2 Preferred shares may convert such shares into a number of whole shares of Class A common stock (rounded up to the nearest whole share) equal to the Conversion Amount (defined below), divided by the Conversion Price (defined below). · The “Conversion Amount” means the number of shares of Series 2 Preferred being converted, multiplied by the then-current stated value. The original stated value per share of Series 2 Preferred is $1,111; provided that, upon an event of default (as determined pursuant to the Series 2 Certificate of Designations), the stated value automatically increases by 10%. · The “Conversion Price” means a fixed price of $10 per share of Class A common stock; provided that (i) if the Company issues any shares of Class A common stock (or any warrant, option, or other right to receive shares of Class A common stock, other than the shares of Series 1 Preferred) at a price per share lower than such fixed price, the Conversion Price will automatically be reduced to such lower price, and (ii) following an event of default (as determined pursuant to the Series 2 Certificate of Designations) or a Trigger Event (as defined below), the Conversion Price will be the lesser of the fixed price described in this sentence and 88% of the lowest daily volume-weighted average price (VWAP) during the eight business day period prior to the applicable measurement date, but not lower than a floor price equal to 20% of the Minimum Price, as defined in Nasdaq Rule 5635 calculated as of the most recent date on which shares of Series 2 Preferred were issued. A “Trigger Event” includes (i) the Company’s receipt of a letter of non-compliance from Nasdaq or similar correspondence, (ii) the average market capitalization of the Company’s outstanding shares of Class A common stock during any three business day period after April 1, 2025 is less than $125.0 million, and (iii) in any quarter beginning with the first calendar quarter of 2025, the Company’s stockholder equity is less than $2.5 million, net loss is greater than $1.0 million, or net sales are less than $0.5 million. Notwithstanding the foregoing, no shares of Series 2 Preferred may be converted into shares of Class A common stock if such conversion would result in the holder of the shares of Series 2 Preferred being converted either (i) individually having beneficial ownership of more than 4.99% of the total number of outstanding shares of Class A common stock, or (ii) together with its affiliates, having beneficial ownership of more than 9.99% of the total number of outstanding shares of Class A common stock. The foregoing summary is qualified in its entirety by reference to the Series 2 Equity Financing. |
| (b) | Not applicable. |
| (c) | Issuer purchases of equity securities: None. |
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