CLOUDASTRUCTURE, INC.
For the period ended Dec 31, 2025. Filed Mar 31, 2026.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Mar 31, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
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Table of Contents
| Page | |
|---|---|
| Part I | |
| Item 1. Business | 1 |
| Item 1A. Risk Factors | 19 |
| Item 1B. Unresolved Staff Comments | 38 |
| Item 1C. Cybersecurity | 38 |
| Item 2. Properties | 38 |
| Item 3. Legal Proceedings | 38 |
| Item 4. Mine Safety Disclosures | 38 |
| Part II | |
| Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 39 |
| Item 6. [Reserved] | 39 |
| Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations | 39 |
| Item 7A. Quantitative and Qualitative Disclosures About Market Risk | 48 |
| Item 8. Financial Statements and Supplementary Data | 48 |
| Item 9. Changes in And Disagreements With Accountants on Accounting and Financial Disclosures | 49 |
| Item 9A. Controls and Procedures | 49 |
| Item 9B. Other Information | 49 |
| Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | 49 |
| Part III | |
| Item 10. Directors, Executive Officers and Corporate Governance | 50 |
| Item 11. Executive Compensation | 53 |
| Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 59 |
| Item 13. Certain Relationships and Related Transactions, and Director Independence | 62 |
| Item 14. Principal Accountant Fees and Services | 63 |
| Part IV | |
| Item 15. Exhibits and Financial Statement Schedules | 64 |
| Item 16. Form 10–K Summary | 64 |
| Signatures | 65 |
i
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K (this “Form 10-K”) contains forward-looking statements that can involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this Form 10-K, including statements regarding our future results of operations and financial position, business plan and strategy, future revenue, timing and likelihood of success, plans and objectives of management for future operations, future results of anticipated products and prospects, plans and objectives of management are forward-looking statements. These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.
In some cases, you can identify forward-looking statements by terms such as “anticipate,” “believe,” “can,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “future”, “goal,” “intend,” “may,” “outlook,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” or “would” or the negative of these terms or other similar expressions, although not all forward-looking statements contain these words. Forward-looking statements contained in this Form 10-K include, but are not limited to, statements about:
| · | the implementation of our business model and our strategic plans for our business, product, services and technology; |
| · | our commercialization and marketing capabilities and strategy; |
| · | our ability to establish or maintain collaborations or strategic relationships or obtain additional funding; |
| · | our competitive position; |
| · | the scope of protection that we able to establish and maintain for intellectual property rights covering our products, services and technology; |
| · | developments and projections relating to our competitors and our industry; |
| · | our estimates regarding expenses, future revenue, capital requirements and needs for additional financing; |
| · | the period over which we estimate our existing cash and cash equivalents will be sufficient to fund our future operating expenses and capital expenditure requirements; and |
| · | the impact of new or existing laws and regulations on our business and strategy. |
We have based these forward-looking statements largely on our current expectations and projections about our business, the industry in which we operate and financial trends that we believe may affect our business, financial condition, results of operations and prospects, and these forward-looking statements are not guarantees of future performance or development. In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this Form 10-K, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and you are cautioned not to unduly rely upon these statements. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained herein until after we distribute this Form 10-K, whether as a result of any new information, future events or otherwise.
ii
There are a number of risks, uncertainties and other important factors that could cause our actual results to differ materially from the forward-looking statements contained in this Form 10-K, including, among others, the risks set forth in Item 1A. “Risk Factors” and Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as well as from time to time in our other filings with the U.S. Securities and Exchange Commission (“SEC”). A non-exhaustive summary of principal risk factors that make investing in our securities risky and may cause actual results to differ materially are set forth below:
| · | Pursuant to a notice received by Nasdaq, our Class A common stock may be delisted from the Nasdaq Capital Market, and if delisted, such event is likely to reduce the liquidity of our Class A common stock and may inhibit or preclude our ability to raise additional financing; |
| · | Our technology continues to be developed, and it is unlikely that we will ever develop our technology to a point at which no further development is required; |
| · | If our security measures are breached or unauthorized access to individually identifiable biometric or other personally identifiable information is otherwise obtained, our reputation may be harmed, and we may incur significant liabilities; |
| · | Our collection, processing, use and disclosure of individually identifiable biometric or other personally identifiable information is subject to evolving and expanding privacy and security regulations; |
| · | Our success is highly dependent on our ability to attract and retain highly skilled executive officers and employees; |
| · | Privacy and data security laws and regulations could require us to make changes to our business, impose additional costs on us and reduce the demand for our software solutions; |
| · | Issues raised by the use of artificial intelligence (including machine learning) in our platforms may result in reputational harm or liability or affect our ability to operate profitably and sustainably; |
| · | We operate in a highly competitive industry that is dominated by multiple very large, well-capitalized market leaders and is constantly evolving; |
| · | Successful infringement claims against us could result in significant monetary liability or prevent us from selling some of our products; |
| · | We rely on other companies to provide certain hardware and software solutions for our products; |
| · | We incur increased costs as a result of operating as a public company, and our management is required to devote substantial time to compliance initiatives; |
| · | Intellectual property rights do not necessarily address all potential threats to our competitive advantage; |
| · | We have a limited operating history, which may make it difficult for you to evaluate our current business and predict our future success and viability; |
| · | We have historically operated at a loss, which has resulted in an accumulated deficit; |
| · | We anticipate sustaining operating losses for the foreseeable future; |
| · | We will require substantial additional capital to finance our operations; |
iii
| · | Raising additional capital may cause dilution to our existing stockholders; |
| · | We have a substantial customer concentration, with a limited number of customers accounting for a substantial portion of our revenue; |
| · | An active trading market for our Class A common stock may not be sustained, and the market price of shares of our Class A common stock may be volatile; |
| · | Reports published by analysts, including projections in those reports that differ from our actual results, could adversely affect the price and trading volume of our Class A common stock; |
| · | Our internal computer systems, or those of any of our manufacturers, contractors, consultants, collaborators or potential future collaborators, may fail or suffer security or data privacy breaches or other unauthorized or improper access to, use of, or destruction of our proprietary or confidential data, employee data or personal data, which could result in additional costs, loss of revenue, significant liabilities, harm to our brand and material disruption of our operations; and |
| · | Our operations are vulnerable to interruption by fire, severe weather conditions, power loss, telecommunications failure, terrorist activity, pandemics/epidemics and other events beyond our control, which could harm our business. |
iv
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