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CLOUDASTRUCTURE, INC.

For the period ended Sep 30, 2025. Filed Nov 13, 2025.

View on SEC.gov

About 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.

Sep 30, 2025 · Filed Nov 13, 2025

CSAI$1.57-12.1%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-06-30; filed 2025-08-14.

0001683168-25-006169

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2025-09-30; filed 2025-11-13.

0001683168-25-008294

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 76 previous paragraphs and 77 current paragraphs.

46 unchanged; 26 reworded; 5 added; 4 removed; 0 previous and 0 current paragraphs rearranged.

Tables are not compared: 13 previous and 11 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (5)

Current report

General and administrative expenses increased by 65% for the three months ended September 30, 2025 compared to the three months ended September 30, 2024. This increase was primarily due to an increase of $83,876 in payroll and consulting services, an increase of $80,348 in legal and recruiting services, and $19,925 in office equipment and software expenses.

Current report

Research and development (“R&D”) expenses increased by 36% during the quarter ended in September 30, 2025 when compared to the same period in 2024. This increase is mainly due to a payroll increase of $75,908 and an increase for consulting services of $27,395 resulting from growth in the engineering workforce.

Current report

General and administrative expenses increased by 80% for the nine months ended September 30, 205 compared to the nine months ended September 30, 2024. This increase was primarily due to an increase of $402,955 in payroll derived from a one-time bonus paid to employees to compensate for the salary reductions in 2024, $222,833 in executive consulting services, $106,433 in professional services (legal, audit, tax ,and recruiting), $32,440 in office equipment and software expenses, and a $38,599 increase in general insurance for the nine months ending in September 30, 2025 when compared to the same period in 2024.

Current report

Sales and marketing expenses increased by 65% for the nine months ended September 30, 2025, compared to the sales and marketing expenses incurred during the nine months ended September 30, 2024. This increase is due to an increase of $630,985 in payroll derived from a one-time bonus paid to employees to compensate for the salary reductions in 2024 and the expansion of our sales team, a $69,895 increase in consulting services, a $74,499 increase in the purchase of equipment, and an increase of $245,414 in marketing expenses during the nine months ending in September 30, 2025 when compared to the same period in 2024.

Current report

On April 14, 2025, we received gross proceeds of $3 million through the sale of shares of our Series 2 Convertible Preferred Stock, par value $0.0001 per share (the “Series 2 Preferred) to Streeterville pursuant to the terms of a Securities Purchase Agreement we entered into with Streeterville on March 21, 2025 (the “Series 2 Purchase Agreement”).
Removed paragraphs (4)

Previous report

General and administrative expenses increased by 63% for the three months ended June 30, 2025 compared to the three months ended June 30, 2024. This increase was primarily due to an increase of $131,346 in payroll mainly derived from bonuses paid, and an increase of $87,635 in legal, audit and tax services fees.

Previous report

Research and development (“R&D”) expenses increased by 4%. This increase is mainly due to equipment purchases and travel expenses incurred in the three-month period ended June 30, 2025.

Previous report

General and administrative expenses increased by 86% for the six months ended June 30, 2025 compared to the six months ended June 30, 2024. This increase was primarily due to an increase of $541,908 in payroll derived from a one-time bonus paid to employees in 2025 to compensate for salary reductions in 2024, an increase of $65,786 in insurance costs (primarily D&O insurance rates being much higher for public companies compared to private companies), and an increase of $16,775 in audit and tax services incurred during the six months ended June 30, 2025 when compared to the same period in 2024.

Previous report

Sales and marketing expenses increased by 50% for the six months ended June 30, 2025, compared to the sales and marketing expenses incurred during the six months ended June 30, 2024. This increase is due to an increase of $324,688 in payroll mainly derived from a one-time bonus paid to employees in 2025 to compensate for salary reductions in 2024, as well as the cost of new hires in the first half of 2025. Consulting expenses also increased by $56,459, and marketing expenses increased by $144,695 during the six months ended June 30, 2025 when compared to the same period in 2024.
Reworded paragraphs (26)

Previous wording

Cloudastructure, Inc. (“Cloudastructure,” “we,” “us,” “our” or the “Company”) was formed under the laws of the State of Delaware on March 28, 2003. We provide an award-winning cloud-based artificial intelligence (“AI”) video surveillance and Remote Guarding (as described below) service built on AI and machine learning platforms.

Current wording

Cloudastructure, Inc. (“Cloudastructure,” “we,” “us,” “our” or the “Company”) was formed under the laws of the State of Delaware on March 28, 2003. We have one wholly-owned subsidiary, Cloudastructure India Private Limited, which was formed in July 2025 in Kolkata, India, to run our remote guarding operations. We provide an award-winning cloud-based artificial intelligence (“AI”) video surveillance and Remote Guarding (as described below) service built on AI and machine learning platforms.

Previous wording

Our intelligent AI solution works by identifying objects (faces, license plates, animals, guns, etc.) in video footage so that property managers can quickly search for those objects. Additionally, our AI and Remote Guarding services provide a proactive response to crime. Remote Guarding combines video surveillance, AI analytics, monitoring centers, and security agents (“Remote Guarding”). Based on internal data comparing the total number of actual threatening activity alerts received by our Remote Guards, against all potentially suspicious and threatening activity alerts received by our Remote Guards through the first six months of 2025, our Remote Guarding services deterred over 98% of all threatening activity for our customers. We believe AI security delivers multiple benefits for many property owners, including, without limitation:

Current wording

Our intelligent AI solution works by identifying objects (faces, license plates, animals, guns, etc.) in video footage so that property managers can quickly search for those objects. Additionally, our AI and Remote Guarding services provide a proactive response to crime. Remote Guarding combines video surveillance, AI analytics, monitoring centers, and security agents (“Remote Guarding”). Based on internal data comparing the total number of actual threatening activity alerts received by our Remote Guards, against all potentially suspicious and threatening activity alerts received by our Remote Guards, on average, for 2025 to the date of this report, our Remote Guarding services deterred over 98% of all threatening activity for our customers. We believe AI security delivers multiple benefits for many property owners, including, without limitation:

Previous wording

As of the date of this report, we are the only seamless, cloud-based, AI surveillance and Remote Guarding solution on the market of which we are aware. We also believe that our solution is more affordable and easier to use than the various solutions that our competitors offer. Our Remote Guarding service bridges the line between AI and human intelligence. AI has the ability to monitor all cameras at the same time and all of the time, a task from which humans would fatigue. When the AI detects an event occurring, the Remote Guards are notified. The Remote Guards can then determine if escalation is required. With real-time human intervention, our Remote Guarding service can turn video surveillance from a forensic tool, used after a crime has been committed, into a real time crime prevention tool. This has the potential to greatly increase value for our customers.

Current wording

We believe that our solution is more affordable and easier to use than the various solutions that our competitors offer. Our Remote Guarding service bridges the line between AI and human intelligence. AI has the ability to monitor all cameras at the same time and all of the time, a task from which humans would fatigue. When the AI detects an event occurring, the Remote Guards are notified. The Remote Guards can then determine if escalation is required. With real-time human intervention, our Remote Guarding service can turn video surveillance from a forensic tool, used after a crime has been committed, into a real time crime prevention tool. This has the potential to greatly increase value for our customers.

Previous wording

Total revenue increased by $1,294,559, or 243%, from $533,454 for the six months ended June 30, 2024 compared to $1,828,013 for the six months ended June 30, 2025. This increase is due to a 60% increase in the number of customers during the six months ended June 30, 2025 compared to the same period in 2024. Cloud video subscriptions increased by 106%, Remote Guarding increased by 157%, hardware sales increased by 454%, and installation labor sales and other sales increased by 223% over the same period in 2024.

Current wording

Total revenue increased by $1,060,140 or 272% for the three months ended September 30, 2025 compared to the three months ended September 30, 2024. As the Company continues to grow its customer base, there was an 83% increase in the number of properties being serviced for the three months ended September 30, 2025 when compared to the same period in 2024. During the third quarter of 2025, cloud video subscriptions increased by 142%, remote guarding increased by 154%, hardware sales increased by 144%, and installation sales and other sales increased by 790% over the same period in 2024.

Previous wording

Our cost of goods sold increased $497,841, or 264%, from $188,586 for the three months ended June 30, 2024 compared to $686,427 for the three months ended June 30, 2025. This increase was the result of increased sales and completion of more installation projects in the three months ended June 30, 2025 compared to the same period in 2024. Hosting and data center bandwidth costs increased by 4%, Remote Guarding costs increased by 79%, hardware costs increased by 1,114%, and installation labor costs increased by 314% over the same period in 2024.

Current wording

Our cost of goods sold increased $404,488, or 124% for the three months ended September 30, 2025 compared to the three months ended September 30, 2024. This increase was the result of increased sales and completion of more installation projects in the three months ended September 30, 2025 compared to the same period in 2024. Hosting and data center bandwidth costs increased by 45%, remote guarding costs increased by 160%, hardware costs increased by 20%, and installation labor costs increased by 279% over the same period in 2024.

Previous wording

Sales and marketing expenses increased by 43% for the three months ended June 30, 2025, compared to the sales and marketing expenses incurred during the three months ended June 30, 2024. This increase in sales and marketing expenses was due to an increase in payroll of $117,816 derived from new hires, an increase of $50,931 in consulting services, and a $39,781 increase in marketing expenses.

Current wording

Sales and marketing expenses increased by 95% for the three months ended September 30, 2025, compared to the sales and marketing expenses incurred during the three months ended September 30, 2024. This increase in sales and marketing expenses was due to an increase in payroll of $306,207 derived from an expansion of our sales team, an increase of $12,929 in consulting services, a $100,719 increase in marketing expenses and a $45,927 increase in office equipment and software expenses.

Previous wording

Non-cash expenses decreased by 2% for the three months ended June 30, 2025 compared to the same period for 2024. This decrease is primarily due to a decrease of $24,886 in bad debt expense, partially offset by an increase in stock option expense of $16,037 during the three-month period ended June 30, 2025 compared to the same period in 2024.

Current wording

Non-cash expenses increased by 51% for the three months ended September 30, 2025 compared to the same period for 2024. This increase is primarily due to an increase of $10,242 in depreciation resulting from colocation equipment purchased, $25,977 of recording of allowance for bad debt and an increase of $128,899 in stock option expenses during the three-month period ended in September 30, 2025 compared to the same period in 2024.

Previous wording

As a result of the foregoing, the Company had a net loss of $2.0 million for the three months ended June 30, 2025, compared to net loss of $1.85 million for the three months ended June 30, 2024, a loss increase of approximately 9% for the current period compared to the prior period. Gross profit increased by approximately 273%. Gross profit was $402,698 for the three months ended June 30, 2025 and $108,192 for the three months ended June 30, 2024.

Current wording

As a result of the foregoing, the Company had a net loss of $2.06 million for the three months ended September 30, 2025, compared to net loss of $1.72 million for the three months ended September 30, 2024, a loss increase of approximately 14% for the current period compared to the prior period. Gross profit increased by approximately 1,070%. Gross profit was $749,277 for the three months ended September 30, 2025 and $64,018 for the three months ended September 30, 2024.

Previous wording

Comparison of the six months ended June 30, 2025 to the six months ended June 30, 2024

Current wording

Comparison of the nine months ended September 30, 2025 to the nine months ended September 30, 2024

Previous wording

Total revenue increased by $793,411, or 267%, from $296,777 for the three months ended June 30, 2024 compared to $1,090,188 for the three months ended June 30, 2025. This increase is due a 58% increase in the number of customers during the three months ended June 30, 2025 compared to the same period in 2024. Cloud video subscriptions increased by 133%, Remote Guarding increased by 151%, hardware sales increased by 863%, and installation labor sales and other sales increased by 167% over the same period in 2024.

Current wording

Total revenue increased by $2,354,699, or 255%, from $923,784 for the nine months ended September 30, 2024 compared to $3,278,483 for the nine months ended September 30, 2025. This increase is due a 67% increase in properties being serviced during the nine months ended September 30, 2025 compared to the same period in 2024. Cloud video subscriptions increased by 121%, remote guarding increased by 155%, hardware sales increased by 296%, and installation labor sales and other sales increased by 398% over the same period in 2024.

Previous wording

Our cost of goods sold increased $652,083, or 148%, from $441,817 for the six months ended June 30, 2024 compared to $1,093,900 for the six months ended June 30, 2025. This increase was the result of increased sales and completion of more installation projects in the six months ended June 30, 2025 compared to the same period in 2024. Hosting and data center bandwidth costs decreased by 15%, which resulted from our movement of certain hosting services from a third-party provider to a data center we operate. Remote Guarding costs increased by 91%, hardware costs increased by 503%, and installation labor costs increased by 158% over the same period in 2024.

Current wording

Our cost of goods sold increased $1,056,571, or 138%, from $768,128 for the nine months ended September 30, 2024 compared to $1,824,700 for the nine months ended September 30, 2025. This increase was the result of increased sales and completion of more installation projects in the nine months ended September 30, 2025 compared to the same period in 2024. Hosting and data center bandwidth costs increased by 3%, remote guarding costs increased by 118%, hardware costs increased by 196%, and installation labor costs increased by 205% over the same period in 2024.

Previous wording

Our operating expenses for the six months ended June 30, 2025 and June 30, 2024 were as follows:

Current wording

Our operating expenses for the nine months ended September 30, 2025 and September 30, 2024 were as follows:

Previous wording

Research and development (“R&D”) expenses increased by 37% for the six months ended June 30, 2025 compared to the same period in 2024. This increase is due to an increase of $257,494 in payroll derived from a one-time bonus paid to employees in 2025 to compensate for salary reductions in 2024 and an increase of $10,252 in equipment purchases during the six months ended June 30, 2025 when compared to the same period in 2024.

Current wording

Research and development (“R&D”) expenses increased by 37% for the nine months ended September 30, 2025 compared to the same period in 2024. This increase is due to an increase of $333,402 in payroll derived from a one-time bonus paid to employees to compensate for the salary reductions in 2024, an increase of $26,982 in consulting services, and an increase of $23,001 in equipment purchases during the nine months ending in September 30, 2025 when compared to the same period in 2024.

Previous wording

Non-cash expenses increased by 23% for the six months ended June 30, 2025 compared to the same period for 2024. This increase is primarily due to an increase of $365,559 in stock option expense, partially offset by a decrease in bad debt expense of $130,585 during the six-month period ended June 30, 2025 compared to the same period in 2024.

Current wording

Non-cash expenses increased by 33% for the nine months ended September 30, 2025 compared to the same period in 2024. This is due to an increase of $494,458 in stock compensation expense, offset by a decrease of $104,608 in allowance for bad debt expense during the nine months ended in September 30, 2025 compared to the nine months ended in September 30, 2024.

Previous wording

As a result of the foregoing, the Company had a net loss of $4.6 million for the six months ended June 30, 2025, compared to net loss of $3.6 million for the six months ended June 30, 2024, a loss increase of approximately 27% for the current period compared to the prior period. Gross profit increased by approximately 701%. Gross profit was $734,112 in the six months ended June 30, 2025 and $91,637 for the six months ended June 30, 2024.

Current wording

As a result of the foregoing, the Company had a net loss of $6.6 million for the nine months ended September 30 2025, compared to a net loss of $5.29 million for the nine months ended September 30, 2024, a loss increase of approximately 23% for the current period compared to the prior period. Gross profit increased by approximately 853%. Gross profit was $1,483,390 in the nine months ended September 30 2025 and $155,655 for the nine months ended September 30, 2024.

Previous wording

The following table summarizes our cash flows for the six months ended June 30, 2025 and 2024:

Current wording

The following table summarizes our cash flows for the nine months ended September 30, 2025 and 2024:

Previous wording

Net cash used in operating activities for the six months ended June 30, 2025 was $4.3 million, which reflects our net loss of $4.6 million and increases in accounts receivable of $299,839, inventory of $136,867, prepaid expenses of $211,585, and deferred revenue of $164,845. Accounts payable decreased by $474,156, and the rest was offset by $1,183,120 of stock compensation expense and $32,202 of depreciation expense.

Current wording

Net cash used in operating activities for the nine months ended September, 2025 was $6.35 million, which reflects our net loss of $6.6 million and increases in accounts receivable of $1,192,162, inventory of $73,630, prepaid expenses of $257,666, deferred revenue of $874,156, and $173,560 in accrued expenses. Accounts payable decreased by $429,913, and the rest was offset by $1,814,675 of stock compensation expense and $59,973 of depreciation expense.

Previous wording

Net cash used in investing activities for the six months ended June 30, 2025 was approximately $150,000, $143,000 attributable to colocation equipment for our Montana data center and $7,000 in computer equipment for some of our new employees.

Current wording

Net cash used in investing activities for the nine months ended September 30, 2025 was $255,623, of which $236,373 was attributable to colocation equipment for our Montana data center, $14,908 in computer equipment for new employees, and $4,342 of equipment in India.

Previous wording

Our net cash provided by financing activities for the six months ended June 30, 2025 was $12.1 million compared to $0 for the same period in 2024. This increase in cash provided by financing activities is principally attributed to $13.7 million from the issuance of preferred shares and $285,000 declared in preferred dividends, reduced by approximately $1.9 million in issuance costs.

Current wording

Our net cash provided by financing activities for the nine months ended September 30, 2025 was $12.1 million compared to $261,000 cash used in financing activities for the same period in 2024. This increase in cash provided by financing activities is principally attributed to $13.7 million from the issuance of preferred shares, and approximately $426,000 declared in preferred dividends, reduced by approximately $2.02 million in issuance costs.

Previous wording

On January 29, 2025, we received gross proceeds of $6.3 million through the sale of Series 1 Preferred shares and shares of our Class A common stock to Streeterville, pursuant to the terms of the Series 1 Equity Financing.

Current wording

On January 29, 2025, we received gross proceeds of $6.3 million through the sale of shares of our Series 1 Convertible Preferred Stock, par value $0.0001 per share (the “Series 1 Preferred) and 720,000 shares of our Class A common stock to Streeterville Capital, LLC, a Utah limited liability company (“Streeterville”), pursuant to the terms of a Securities Purchase Agreement we entered into with Streeterville on November 25, 2024, as subsequently amended (the “Series 1 Purchase Agreement”).

Previous wording

On March 25, 2025, and April 14, 2025, we received gross proceeds of $4.5 million and $3.0 million, respectively, through the sale of Series 2 Preferred shares to Streeterville pursuant to the terms of the Series 2 Equity Financing.

Current wording

On March 25, 2025, we received gross proceeds of $4.5 million through the sale of shares of our Series 2 Convertible Preferred Stock, par value $0.0001 per share (the “Series 2 Preferred) to Streeterville, pursuant to the terms of a Securities Purchase Agreement we entered into with Streeterville on March 21, 2025 (the “Series 2 Purchase Agreement”).

Previous wording

See Note 4 to the condensed unaudited financial statements included within this report for additional information regarding the Series 1 Equity Financing and the Series 2 Equity Financing.

Current wording

See Note 4 to the condensed unaudited financial statements included within this report for additional information regarding the Series 1 Purchase Agreement and the Series 2 Purchase Agreement.

Previous wording

On July 2, 2025, pursuant to the respective terms of our Series 1 Preferred shares and our Series 2 Preferred shares, we issued Streeterville an additional 163 shares of Series 2 Preferred as dividend payments.

Current wording

On July 2, 2025, pursuant to the respective terms of our Series 1 Preferred shares and our Series 2 Preferred shares, we issued Streeterville an additional 163 shares of Series 2 Preferred as dividend payments. On October 1 st, 2025 the Company issued 141 shares of Series 2 Preferred stock as dividend payments.

Previous wording

As of June 30, 2025, we had approximately $7.7 million of cash on hand and approximately $7.8 million of working capital. We currently expect our current cash will be sufficient to fund operations through at least the second quarter of 2026; however, it is possible we will need additional funding during that period if we are unable to sustain or grow our current revenues or if our expenses increase more than currently anticipated. The Series 2 Equity Financing described above gives us the ability to sell additional shares of our Series 2 Preferred to Streeterville, subject to the satisfaction or waiver of several significant conditions set forth in such Series 2 Equity Financing. In addition, we have entered into an Equity Line with Atlas that gives us the ability to sell shares of our Class A common stock to Atlas, subject to the satisfaction or waiver of several significant conditions set forth in such Equity Line. See Note 4 to the condensed unaudited financial statements included within this report for additional information regarding the Series 2 Equity Financing and the Equity Line.

Current wording

As of September 30, 2025, we had approximately $6.4 million of cash on hand and approximately $6.5 million of working capital. We currently expect our current cash will be sufficient to fund operations through at least the third quarter of 2026; however, it is possible we will need additional funding during that period if we are unable to sustain or grow our current revenues or if our expenses increase more than currently anticipated. The Series 2 Purchase Agreement described above gives us the ability to sell additional shares of our Series 2 Preferred to Streeterville, subject to the satisfaction or waiver of several significant conditions set forth in such Series 2 Purchase Agreement. In addition, we have entered into an Equity Purchase Agreement with Atlas Sciences, LLC that gives us the ability to sell shares of our Class A common stock to Atlas Sciences, subject to the satisfaction or waiver of several significant conditions set forth in such Equity Purchase Agreement.

Previous wording

We currently anticipate that the Series 2 Equity Financing and/or the Equity Line will provide us the necessary funding to continue our operations for the next 12 months; however, our ability to sell additional shares of our capital stock pursuant to the Series 2 Equity Financing and/or the Equity Line is subject to a number of conditions, many of which are out of our control. As a result, there is no assurance that we will be able to sell additional shares of our capital stock pursuant to either the Series 2 Equity Financing and/or the Equity Line. In that case, it would be necessary for us to seek alternative debt or equity financing to fund our operations; however, such alternative financing may only be available at a price and on terms and conditions that would have a material adverse effect on our results of operations and financial condition or may not be available at all.

Current wording

We currently anticipate that the Series 2 Purchase Agreement and/or the Equity Purchase Agreement will provide us the necessary funding to continue our operations for the next 12 months; however, our ability to sell additional shares of our capital stock pursuant to the Series 2 Purchase Agreement and/or the Equity Purchase Agreement is subject to a number of conditions, many of which are out of our control. As a result, there is no assurance that we will be able to sell additional shares of our capital stock pursuant to either the Series 2 Purchase Agreement and/or the Equity Purchase Agreement. In that case, it would be necessary for us to seek alternative debt or equity financing to fund our operations; however, such alternative financing may only be available at a price and on terms and conditions that would have a material adverse effect on our results of operations and financial condition or may not be available at all.

Previous wording

The condensed unaudited financial statements included within this report have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. Our ability to continue as a going concern is dependent on our ability to further implement our business plan, raise capital, and generate revenues. Our financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty. We have incurred operating losses and negative cash flows from operations since inception. As of June 30, 2025, we had an accumulated deficit of approximately $45.4 million. Management expects to continue to incur operating losses and negative cash flows for the foreseeable future.

Current wording

The condensed unaudited financial statements included within this report have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. Our ability to continue as a going concern is dependent on our ability to further implement our business plan, raise capital, and generate revenues. Our financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty. We have incurred operating losses and negative cash flows from operations since inception. As of September 30, 2025, we had an accumulated deficit of approximately $47.38 million. Management expects to continue to incur operating losses and negative cash flows for the foreseeable future.