CLOUDASTRUCTURE, INC.

Current report

We have identified a material weakness in our internal control over financial reporting, which could adversely affect our ability to report our results of operations and financial condition accurately and in a timely manner.

Current report

As described in Part I, Item 4 of this Quarterly Report, we identified a material weakness in our internal control over financial reporting related to the accounting for complex equity-linked financial instruments. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. We are implementing a remediation measure as described in Part I, Item 4; however, we cannot assure you that this measure will be sufficient to remediate the material weakness or prevent future material weaknesses. If we are unable to remediate the material weakness, or if we identify additional material weaknesses or significant deficiencies in our internal controls, our ability to produce timely and accurate financial statements may be impaired, which could adversely affect investor confidence, our stock price, and our ability to access the capital markets.

Current report

There is an increased risk that our Class A common stock may be delisted from Nasdaq, which would adversely affect the liquidity and market price of our Class A common stock and our ability to raise capital.

Current report

Our Class A common stock is listed on The Nasdaq Capital Market. To maintain our listing, we must satisfy certain continued listing requirements, including a minimum bid price of $1.00 per share under Nasdaq Listing Rule 5550(a)(2) and timely filing of periodic reports with the SEC under Nasdaq Listing Rule 5250(c)(1). As previously disclosed, on February 17, 2026, we received a written notification (the “Notification Letter”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) that we were not in compliance with the minimum bid price requirement of Nasdaq Listing Rule 5550(a)(2) because the closing bid price of our Class A common stock had been below $1.00 per share for the 30 consecutive business days from December 29, 2025 through February 10, 2026. In accordance with Nasdaq Listing Rule 5810(c)(3)(A), we were provided a compliance period of 180 calendar days, or until August 17, 2026, to regain compliance with the minimum bid price requirement. To regain compliance, the closing bid price of our Class A common stock must be at least $1.00 per share for a minimum of 10 consecutive business days during the compliance period.

Current report

Under Nasdaq Listing Rules, a company listed on the Nasdaq Capital Market may be eligible for an additional 180 calendar day compliance period if, on the 180th day, it meets the applicable market value of publicly held shares requirement for continued listing and all other applicable standards for initial listing on the Nasdaq Capital Market (except the bid price requirement), and notifies Nasdaq of its intent to cure the deficiency. The initial listing standards include, among other things, a minimum stockholders’ equity of $5,000,000 under the Equity Standard in Nasdaq Listing Rule 5505(b)(1). As of March 31, 2026, our stockholders’ equity was approximately $904,000 (excluding temporary equity classified in mezzanine), which is substantially below the $5,000,000 threshold required under the Equity Standard. Accordingly, based on our most recent financial statements, we do not currently satisfy the initial listing standards necessary to qualify for a second 180-day compliance period. If we are unable to regain compliance with the minimum bid price requirement by August 17, 2026 and are not eligible for an additional compliance period, Nasdaq will provide notice that our Class A common stock is subject to delisting, and we may appeal such determination to a Nasdaq Hearings Panel.

Current report

As disclosed in the Company’s proxy statement filed with the SEC on June 2, 2026, the Company intends to seek stockholder approval of a reverse stock split of its Class A common stock, which the Company believes may assist it in regaining compliance with Nasdaq’s minimum bid price requirement. However, there can be no assurance that stockholders will approve the reverse stock split proposal, or that a reverse stock split, if effected, will result in the closing bid price of our Class A common stock exceeding $1.00 per share for the required period or on a sustained basis. A reverse stock split may also reduce the liquidity of our Class A common stock and may not result in a stock price proportionate to the reduction in shares outstanding.

Current report

In addition, as a result of the late filing of this Report, the Company received a separate notification from Nasdaq regarding noncompliance with Nasdaq Listing Rule 5250(c)(1), which requires timely filing of all periodic reports with the SEC. Under Nasdaq’s procedures for filing delinquencies, the Company has 60 calendar days from receipt of the notification to submit a plan to regain compliance with Rule 5250(c)(1), after which Nasdaq staff may grant an exception period of up to 180 calendar days from the due date of the delinquent report to file all delinquent reports. Although the Company expects that the filing of this Report will be the principal step toward curing the Rule 5250(c)(1) deficiency, compliance is not automatically restored upon filing; rather, Nasdaq staff must review and confirm that the Company has regained compliance. There can be no assurance that Nasdaq will determine that the filing of this Report is sufficient to cure the deficiency, particularly if additional periodic reports become delinquent before Nasdaq confirms compliance.

Current report

If our Class A common stock were to be delisted from Nasdaq, trading in our shares would likely be conducted in the over-the-counter market, which typically involves less liquidity, wider bid-ask spreads, and reduced analyst coverage. A delisting would also likely trigger events of default or trigger events under our outstanding Series 2 Shares and the Exchange Note (see Notes 5 and 9 to the financial statements), impair our ability to raise capital through equity or debt financings (including pursuant to our existing Equity Line and ATM Facility), adversely affect the market price of our Class A common stock, and reduce investor confidence.

Previous report

During the quarter ended September 30, 2025, no director or officer adopted orterminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.