CLOUDASTRUCTURE, INC.
For the period ended Jun 30, 2026. Filed Aug 18, 2026.
View on SEC.govAbout 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.
Jun 30, 2026 · Filed Aug 18, 2026
CSAI$1.57-12.1%Stored close · as of Nov 6, 2026
What changed in Risk Factors?
Read the current filingPrevious report: 10-Q
Period ended 2026-03-31; filed 2026-07-17.
0001683168-26-005585
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsOther InformationCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-08-18.
0001683168-26-006543
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsOther InformationThe 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 12 previous paragraphs and 14 current paragraphs.
4 unchanged; 5 reworded; 3 added; 3 removed; 0 previous and 2 current paragraphs rearranged.
Tables are not compared: 2 previous and 2 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.
The current filing states there were no material changes to risk factors.
This is the filer’s own statement, not a conclusion from the comparison. Read its qualifications and the report it references.
Current filing’s statement
This report should be read in conjunction with Part I – Item 1A "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2025, as supplemented by the risk factors disclosed in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2026. There have been no material changes in our risk factors from those previously disclosed, except as set forth below, which update and supersede the corresponding risk factors in our prior filings.
Added paragraphs (3)
Current report
We are implementing remediation measures as described in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2026. However, we cannot assure you that these measures will be sufficient to remediate the material weakness or prevent future material weaknesses. The material weakness will not be considered remediated until the applicable remedial controls have operated for a sufficient period of time and management has concluded that these controls are operating effectively, which we currently expect will not occur before December 31, 2026.
Current report
In addition, on July 22, 2026, the SEC approved Nasdaq’s proposed Listing Rule 5550(a)(6), which requires all companies listed on The Nasdaq Capital Market to maintain a minimum MVLS of at least $5 million on a continuous basis. MVLS is calculated as the consolidated closing bid price of a share multiplied by the number of shares listed on Nasdaq or another national securities exchange. Under the new rule, if a company’s MVLS falls below $5 million for 30 consecutive business days, Nasdaq will issue a Staff Delisting Determination and immediately suspend trading in the company’s securities and commence delisting proceedings. Unlike other continued listing deficiencies, there is no cure or compliance period to regain the $5 million MVLS level, a request for a Hearings Panel review does not automatically stay the suspension of trading, and the Hearings Panel’s authority to grant relief is limited. On August 6, 2026, the SEC stayed the approval order pending further review of the rule; accordingly, as of the date of this report, the MVLS requirement has not yet taken effect. However, if the SEC lifts the stay and the rule becomes operative, the Company’s ability to maintain compliance with the MVLS requirement would depend on its stock price and the number of shares listed on Nasdaq. As of June 30, 2026, the Company’s estimated MVLS was approximately $5.7 million. Following the 1-for-30 reverse stock split effected July 31, 2026, the number of listed shares was reduced to approximately 833,075, and the Company’s MVLS will be directly affected by the post-split trading price of our Class A common stock. If the MVLS rule becomes operative, even a modest decline in our stock price could cause our MVLS to fall below the $5 million threshold, triggering immediate suspension and delisting proceedings without any opportunity to cure.
Current report
In addition, on June 30, 2026, the Company issued the Exchange Note to Streeterville in the original principal amount of $1,299,870. The Exchange Note contains events of default that include, among other things, the delisting of our Class A common stock from Nasdaq. If a delisting were to occur, Streeterville could accelerate the Exchange Note, and the outstanding balance would automatically increase by 10%. As of the date of this report, Streeterville has exercised its first monthly redemption right, reducing the outstanding principal balance to approximately $1,191,538 plus accrued interest. The monthly redemption rights of up to $108,332.50 (plus accrued interest) per calendar month will require the Company to make cash payments or issue shares of Class A common stock to Streeterville, which could be dilutive to existing stockholders, particularly if our stock price declines. These obligations, combined with the Company’s limited cash resources, create additional liquidity risk.
Removed paragraphs (3)
Previous 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.
Previous 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.
Previous 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.
Reworded paragraphs (5)
Previous wording
This Report should be read in conjunction with Part I - Item 1A "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2025. There have been no material changes in our risk factors from those set forth in our Annual Report on Form 10-K for the year ended December 31, 2025, except as follows:
Current wording
This report should be read in conjunction with Part I – Item 1A "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2025, as supplemented by the risk factors disclosed in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2026. There have been no material changes in our risk factors from those previously disclosed, except as set forth below, which update and supersede the corresponding risk factors in our prior filings.
Previous wording
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 wording
As previously disclosed in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, and as further described in Part I, Item 4 of this 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.
Previous wording
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 wording
There is a 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.
Previous wording
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 wording
As previously disclosed, on February 17, 2026, we received a notification from 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). On July 31, 2026, we effected a 1-for-30 reverse stock split of our Class A common stock, which was intended to increase the per-share trading price of our Class A common stock to regain compliance with the minimum bid price requirement. On August 14, 2026, Nasdaq confirmed that we had regained compliance with Listing Rule 5550(a)(2) because the closing bid price of our Class A common stock was at $1.00 per share or greater for 10 consecutive business days from July 31 through August 13, 2026, and that the matter was closed. Although we have regained compliance with the minimum bid price requirement, there can be no assurance that we will maintain compliance on a sustained basis. If the closing bid price of our Class A common stock falls below $1.00 per share for 30 consecutive business days, Nasdaq would issue a new deficiency notice. A reverse stock split may not result in a stock price that is proportionate to the reduction in shares outstanding over the long term.
Previous wording
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.
Current wording
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 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.
Rearranged current paragraphs (2)
Current report — wording carried from elsewhere
If we are unable to remediate the material weakness in a timely manner, 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. The existence of a material weakness could also increase the risk that we may need to revise previously issued financial statements and could subject us to litigation or regulatory proceedings.
Current report — wording carried from elsewhere
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 maintenance of a minimum Market Value of Listed Securities (“MVLS”) of at least $5 million under Nasdaq Listing Rule 5550(a)(6).