CLOUDASTRUCTURE, INC.

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

For the quarterly period ended March 31, 2026

OR

Commission File Number:001-42494

(Exact name of registrant as specified in its charter)

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NONE

(Former name or former address, if changed since last report.)

Indicate by checkmark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No☐

Indicate by checkmark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with a new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐

Indicate by checkmark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act). Yes☐ No☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:

EXPLANATORY NOTE

This Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 (this “Report”) is being filed after the original due date of May 15, 2026. The delay in filing was caused by the additional time needed to complete the Company’s evaluation and correction of identified accounting errors related to the Company’s Series 1 and Series 2 Convertible Preferred Stock, as described more fully in Note 2 to the condensed consolidated interim financial statements included in this Report.

In connection with the preparation of the financial statements for the quarter ended March 31, 2026, the Company identified errors in the accounting treatment of the Company’s Series 1 and Series 2 Convertible Preferred Stock relating to (1) the failure to bifurcate and separately account for the embedded conversion features as derivative liabilities under ASC 815-15, and (2) the incorrect classification of the preferred stock host instruments within permanent stockholders’ equity rather than in temporary equity (mezzanine) as required by ASC 480-10-S99-3A (ASR 268). Management has concluded that these errors were individually and in the aggregate immaterial to any previously filed financial statement and, accordingly, has corrected the errors by revising the comparative prior period financial information presented in this Report, in accordance with ASC 250-10-45-23. As described in Note 9, subsequent to March 31, 2026, on June 29, 2026, the Company amended and restated the terms of the Series 2 Convertible Preferred Stock to eliminate the contractual provisions that gave rise to the classification errors, and the Company believes the amended terms support permanent equity classification on a prospective basis.

The comparative financial information for the three months ended March 31, 2025, and the balance sheet as of December 31, 2025, presented in this Report have been revised to reflect the correction of these errors. See Note 2 to the condensed consolidated interim financial statements for additional details regarding the nature of the errors, the affected financial statement line items, and the quantitative effects of the revisions. See also Part I, Item 4 of this Report for a discussion of the related material weakness in internal control over financial reporting.