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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 1, 2025 (April 1, 2025)
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CLOUDASTRUCTURE, INC.
(Exact name of registrant as specified in its charter)
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| Delaware | 001-42494 | 87-0690564 |
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(State or other jurisdiction of incorporation or organization) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
| 228 Hamilton Road | ||
| Palo Alto, California | 94301 | |
| (Address of principal executive offices) | (Zip Code) |
(650) 644-4160
Registrant’s telephone number, including area code:
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of Class | Trading Symbol | Name of Exchange on which registered | ||
| Class A common stock | CSAI | NASDAQ Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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Item 1.01. Entry into a Material Definitive Agreement.
Waiver Agreement
Previously Cloudastructure, Inc., a Delaware corporation (“we,” “us,” “our” or the “Company”) and Streeterville Capital, LLC, a Utah limited liability company (“Streeterville”), entered into a Securities Purchase Agreement, dated as of November 25, 2024, as amended by Amendment No. 1 to Securities Purchase Agreement, dated January 16, 2025, Amendment No. 2 to Securities Purchase Agreement, dated January 29, 2025, and Amendment No. 3 to Securities Purchase Agreement, dated February 14, 2025, pursuant to the terms of which we issued Streeterville shares of newly designated Series 1 Convertible Preferred Stock, par value $0.0001 per share (the “Series 1 Stock”), convertible into shares of our Class A common stock, par value $0.0001 per share, on the terms and subject to the limitations and conditions set forth in the Certificate of Designations of Preferences and Rights of Series 1 Convertible Preferred Stock (the “Certificate of Designations”) filed with the Secretary of State of the State of Delaware on January 28, 2025. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Certificate of Designations
On April 1, 2025, the parties entered into a Waiver Agreement (the “Waiver Agreement”) pursuant to which we agreed to waive the requirement that a Trigger Event occur prior to the Conversion Price of the Series 1 Stock adjusting to the lesser of the Fixed Conversion Price and the Market Price, in consideration for which Streeterville agreed to waive the increase in Stated Value upon occurrence of a Trigger Event.
The foregoing description of the Waiver Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Waiver Agreement, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
| Exhibit Number | Description | |
| 10.1 | Waiver Agreement, dated April 1, 2025, between Cloudastructure, Inc. and Streeterville Capital, LLC. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: April 1, 2025
| CLOUDASTRUCTURE, INC. | ||
| By: | /s/ James McCormick | |
| James McCormick | ||
| Chairman of the Board and Chief Executive Officer | ||
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Exhibit 10.1
WAIVER AGREEMENT
This WAIVER AGREEMENT, dated as of April 1, 2025 (this “Agreement”), is entered into by and between Cloudastructure, Inc., a Delaware corporation (“Company”), and Streeterville Capital, LLC, a Utah limited liability company, its successors and/or assigns (“Investor”). Company and Investor may hereinafter be referred to collectively as the “Parties.”
WHEREAS, Company and Investor have entered into a Securities Purchase Agreement, dated as of November 25, 2024, as amended by Amendment No. 1 to Securities Purchase Agreement, dated January 16, 2025, Amendment No. 2 to Securities Purchase Agreement, dated January 29, 2025, and Amendment No. 3 to Securities Purchase Agreement, dated February 14, 2025 (as so amended, the “Series 1 Securities Purchas Agreement”), pursuant to which Company issued to Investor shares of Series 1 Convertible Preferred Stock, par value $0.0001 per share (“Series 1 Stock”), convertible into shares of the Company’s Class A common stock, par value $0.0001 per share (the “Class A common stock”), on the terms and subject to the limitations and conditions set forth in the Certificate of Designations of Preferences and Rights of Series 1 Convertible Preferred Stock (the “Certificate of Designations”).
WHEREAS, Company and Investor desire to waive certain provisions of the Certificate of Designations with respect to Series 1 Stock.
NOW, THEREFORE, in consideration of the premises and mutual covenants and obligations hereinafter set forth, the parties hereto, intending legally to be bound, hereby agree as follows:
1. Defined Terms. Capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings assigned to them in the Certificate of Designations.
2. Waiver.
(a) Company hereby agrees to waive the requirement that a Trigger Event occur prior to the Conversion Price of the Series 1 Stock adjusting to the lesser of the Fixed Conversion Price and the Market Price as set forth in Section 14(e) of the Certificate of Designations.
(b) Investor hereby agrees to waive the increase in Stated Value upon the occurrence of a Trigger Event with respect to the Series 1 Stock.
3. Miscellaneous.
(a) Except as otherwise provided herein, the Certificate of Designations shall remain unchanged and in full force and effect.
(b) From and after the date of this Agreement, any reference in the Certificate of Designations to “hereof,” “herein,” “hereunder,” “hereby,” and “this Certificate of Designations” shall be deemed a reference to the Certificate of Designations as modified by this Agreement.
(c) The provisions contained in Section 12 of the Series 1 Securities Purchas Agreement are incorporated by reference in this Agreement mutatis mutandis.
(d) Certificate of Designations as modified by this Agreement, is hereby ratified and confirmed in all respects. In the event of a conflict between the Certificate of Designations and this Agreement, the terms of this Agreement shall control.
[Signature page follows.]
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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date set forth above.
| INVESTOR: | ||
| Streeterville Capital, LLC | ||
| By: | /s/ John M. Fife | |
| John M. Fife, President | ||
| COMPANY: | ||
| Cloudastructure, Inc. | ||
| By: | /s/ James McCormick | |
| James McCormick, Chief Executive Officer | ||
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