Form 8-K

8-K — CLOUDASTRUCTURE, INC.

Accession: 0001683168-26-006505

Filed: 2026-08-17

Period: 2026-08-17

CIK: 0001709628

SIC: 7370 (SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC.)

Item: Results of Operations and Financial Condition

Item: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

Item: Financial Statements and Exhibits

Documents

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________

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): August 17, 2026

___________________________

CLOUDASTRUCTURE,

INC.

(Exact name of registrant as specified in its

charter)

___________________________

Delaware

001-42494

87-0690564

(State or other jurisdiction of

incorporation or organization)

(Commission File Number)

(I.R.S. Employer Identification No.)

3000 El Camino

Real, Bldg 4, Ste 200

Palo Alto,

California

94306

(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)

___________________________

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. ☐

Item 2.02 Results of

Operations and Financial Condition.

On August 17, 2026, Cloudastructure, Inc. (the “Company”)

issued a press release announcing certain financial results for the quarter ended June 30, 2026. A copy of the press release is attached

as Exhibit 99.1 to this Current Report.

The information in Item 2.02 of this Current Report

on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the

Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section,

nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except

as expressly set forth by specific reference in such filing.

Item 3.01 Notice of Delisting

or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

As previously disclosed in the Current Report on Form

8-K filed by the Company with the Securities and Exchange Commission on February 20, 2026, on February 17, 2026, the Company received

a written notice (the “Notification Letter”) from the Listing Qualifications Department of The Nasdaq Stock Market

LLC (“Nasdaq”) notifying the Company that it was not in compliance with the minimum bid price requirement set forth

in Nasdaq Listing Rule 5550(a)(2) for continued listing on The Nasdaq Capital Market. Nasdaq Listing Rule 5550(a)(2) requires listed securities

to maintain a minimum bid price of $1.00 per share, and Nasdaq Listing Rule 5810(c)(3)(A) provides that a failure to meet the minimum

bid price requirement exists if the deficiency continues for a period of 30 consecutive business days. The Company was provided a compliance

period of 180 calendar days, or until August 17, 2026, to regain compliance with the minimum bid price requirement.

On August 14, 2026, the Company received a letter

from the Listing Qualifications Department of Nasdaq notifying the Company that Nasdaq had determined that for the last 10 consecutive

business days, from July 31, 2026 through August 13, 2026, the closing bid price for the Company’s Class A common stock had been

at $1.00 per share or greater. Accordingly, the Company has regained compliance with Nasdaq Listing Rule 5550(a)(2), and this matter

is now closed.

Item 9.01 Financial Statements,

Pro Forma Financial Information, and Exhibits.

99.1 Press Release dated August 17, 2026

104 Cover

Page Interactive File (the cover page XBRL tags are embedded in the Inline XBRL document).

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: August 17, 2026

CLOUDASTRUCTURE, INC.

By:

/s/ Greg Smitherman

Greg Smitherman

Chief Financial Officer

(Principal Financial Officer and

Principal Accounting Officer)

EX-99.1 — PRESS RELEASE DATED AUGUST 17, 2026

EX-99.1

Filename: cloud_ex9901.htm · Sequence: 2

Exhibit 99.1

Cloudastructure

Reports 164% Year-Over-Year Growth in

Subscription Revenue for the Second Quarter 2026

Revenue Mix Continued Shifting Toward Recurring,

Higher-Margin Services as Gross Profit Increased 53% Year-Over-Year

Commercial Momentum Continued Through Customer Expansion

Across Multifamily, Commercial Real Estate and Critical Infrastructure

Regains Compliance with Nasdaq Listing Requirement

Conference Call to be Held on August 17, 2026 at

12:00 P.M. ET

PALO ALTO, CA. – August 17, 2026 -- Cloudastructure,

Inc. (“Cloudastructure” or “the Company”) (Nasdaq: CSAI), a leader in cloud-native AI surveillance and remote

guarding solutions, today reported its financial results for the second quarter ended June 30, 2026 and provided a business update.

“Our second quarter results demonstrate a deliberate

shift toward a higher-quality, recurring revenue model,” said James McCormick, CEO of Cloudastructure. “Subscription revenue

grew 164% year-over-year and reached approximately 62% of total revenue, up from 27% a year ago. This mix shift drove 51% gross profit

growth on 13% total revenue growth, establishing a more predictable, scalable, and higher-margin business.”

“While we're encouraged by the continued shift

toward recurring revenue and stronger margins, we believe the bigger story is the progress we're making with customers and the broader

evolution of the security industry,” continued Mr. McCormick. “The first phase of this transition moved surveillance from

passive recording to intelligent, cloud-native platforms capable of detecting and responding to events in real time. The next phase extends

that transformation to the response itself, using AI-powered surveillance and live remote guarding to reduce reliance on traditional onsite

security models. As customers continue modernizing their security infrastructure, Cloudastructure is well positioned to expand customer

relationships, grow recurring revenue and capitalize on what we see as a significantly larger long-term market opportunity.”

Key Financial and Operational Highlights:

· Subscription Revenue Growth: Subscription services revenue increased 164% year-over-year to approximately

$764,000, driven by cloud video surveillance revenue growth of 172% and remote guarding revenue growth of 156%.

· Revenue Mix Shift: Subscription services represented approximately 62% of total revenue in the

second quarter, compared with approximately 27% in the prior year period, as hardware and installation revenue declined.

· Recurring Revenue Run Rate: Second quarter subscription revenue implies an annualized run rate

of approximately $3.1 million based on recurring revenue as of the end of June 2026.

· Gross Profit Expansion: Gross profit increased 53% year-over-year to approximately $610,000, with

gross margin of approximately 49%, compared with approximately 37% in the prior year period.

· Expense Discipline: General and administrative expenses decreased 15% year-over-year to approximately

$840,000, reflecting lower professional services costs.

· First Half Performance: Revenue for the six months ended June 30, 2026 was approximately $2.5 million,

an increase of approximately 39% over the same period in 2025, with gross profit up approximately 80%.

· Reduced Net Loss: Net loss narrowed to approximately $1.7 million from approximately $2.2 million

in the prior year period.

Multifamily Expansion and Customer Growth

Multifamily remains the Company’s largest and

most established vertical, with significant expansion opportunities across its existing customer base. Earlier this month, the Company

announced its third deployment with a luxury multifamily operator in Houston, expanding Cloudastructure’s footprint to approximately

38% of the customer’s Texas portfolio, demonstrating the Company’s land-and-expand strategy as successful initial deployments

lead to broader portfolio adoption. Cloudastructure also continues to serve eight of the ten largest multifamily property managers in

the United States, as ranked by NMHC. Combined with a customer retention rate of approximately 99%, management believes expansion within

existing accounts contributes to a compounding recurring revenue base rather than offsetting attrition.

New Vertical Expansion

Cloudastructure

continued expanding its commercial real estate presence subsequent to the end of the quarter

through an additional deployment with one of the world's largest commercial property management

companies. Building on the success of earlier office deployments, the Company was selected

to deploy its AI-powered surveillance and live Remote Guarding platform across a five-building

Southern California office portfolio, replacing traditional onsite security guards. The engagement

includes designing and installing the camera infrastructure across all five properties, creating

near-term installation revenue and a larger recurring subscription opportunity. The deployment

originated through a referral within the same institutional portfolio, reinforcing the Company's

land-and-expand strategy and the broader opportunity to grow alongside existing enterprise

customers.

Regains Compliance with Nasdaq Listing Requirement

As previously disclosed, on February 17, 2026, the

Company was notified by Nasdaq that its Class A Common Stock had failed to meet the $1.00 minimum bid price requirement under Nasdaq Listing

Rule 5550(a)(2). Nasdaq has since confirmed that the Company’s stock has maintained a closing bid price of at least $1.00 per share

for 10 consecutive business days from July 31 through August 13, 2026. Accordingly, the Company has regained compliance with the Minimum

Bid Price Requirement, and the matter is closed.

Financial Results for the Second Quarter Ended

June 30, 2026

· Revenue for the second quarter ended June 30, 2026 was $1.2 million, compared to $1.1 million for the

same period in 2025, an increase of approximately 13% year-over-year.

o Subscription services revenue increased to $764,000 from $289,000, an increase of approximately 164%,

led by cloud video surveillance revenue growth of approximately 172% and remote guarding revenue growth of approximately 156%. Hardware

revenue decreased to $233,000 from $455,000, and installation and other revenue decreased to $236,000 from $347,000, reflecting the Company’s

continued shift toward recurring, subscription-based revenue.

· Cost of goods sold for the second quarter was $623,000, compared to $686,000 in the prior year period,

a decrease of approximately 9%, reflecting lower hardware costs and fewer installation projects, which carry a lower margin profile than

the Company’s service lines, partially offset by higher hosting, data center bandwidth, and remote guarding costs to support platform

growth.

· Gross profit increased to $610,000, compared to $399,000 in the second quarter of 2025, representing approximately

53% year-over-year growth. Gross margin was approximately 49%, compared to approximately 37% in the prior year period, reflecting the

increased contribution from recurring service offerings.

· Operating expenses for the quarter totaled approximately $2.7 million, compared to approximately $2.3

million in the prior year period, reflecting increased sales and marketing investment and higher operations headcount to support deployment

and remote guarding scale, partially offset by lower general and administrative expenses.

· General and administrative expenses for the quarter were approximately $841,000, compared to approximately

$1.0 million in the prior year period, a decrease of approximately 15%, reflecting reduced professional services costs.

· Net loss for the second quarter was approximately $1.7 million, compared to approximately $2.2 million

in the same period in 2025, reflecting improved gross profit and a non-cash gain of $319,000 on the change in fair value of derivative

liabilities. (Prior year comparative figures have been revised in connection with the technical accounting matter related to the Company’s

Series 1 and Series 2 Convertible Preferred Stock. The revision did not affect cash, operations, revenue, or operating expenses.)

· As of June 30, 2026, the Company had cash on hand of approximately $3.8 million.

Second Quarter 2026 Financial Results Conference

Call:

The Company will host a conference call on Monday,

August 17, 2026 at 12:00 P.M. ET | 9:00 A.M. PT to discuss its financial results for the second quarter ended June 30, 2026, and provide

a business update.

Date: August 17, 2026

Time: 12:00 P.M. ET | 9:00 A.M. PT

Live Call: 1-888-506-0062 (U.S. Toll Free)

or 1-973-528-0011 (International)

Access Code: 991539

Webcast: https://www.webcaster5.com/Webcast/Page/3134/54406

The live webcast and any related presentation materials made available

for the call will be available through the Company’s investor relations website at https://www.cloudastructure.com/investor/home.

For interested individuals unable to join the conference call, a replay will be available through August 31, 2026, by dialing 1-877-481-4010

(U.S. Toll Free) or 1-919-882-2331 (International). Participants must use the following code to access the replay of the call: 54406.

An archived version of the webcast will also be available for 365 days.

About

Cloudastructure

Headquartered

in Palo Alto, California, Cloudastructure’s patented award-winning security platform utilizes a scalable cloud-based architecture

that features cloud video surveillance with proprietary, state-of-the-art AI/ML analytics, and a seamless remote guarding solution. The

combination enables enterprise businesses to achieve proactive, end-to-end security, and pairs that platform with an attractive value

proposition that eschews proprietary hardware and offers contract-free, month-to-month pricing and unlimited 24/7 support. With Cloudastructure,

companies can achieve unparalleled situational awareness in real time and thereby stop crime as it is happening, while simultaneously

achieving up to a 75% lower Total Cost of Ownership than other systems. For more information, visit https://www.cloudastructure.com.

Cautionary Note Regarding Forward-Looking Statements

Certain statements in this

press release may be considered forward-looking statements within the meaning of the federal securities laws. Forward-looking statements

may include, without limitation, statements regarding customer adoption and expansion, the Company’s land-and-expand strategy, recurring

revenue growth and the annualized run rate, product capabilities, market opportunity, deployment timing, and the Company’s ability

to scale its platform. Forward-looking statements are typically identified by words and phrases such as “anticipate,” “estimate,”

“believe,” “continue,” “could,” “intend,” “may,” “plan,” “potential,”

“predict,” “seek,” “should,” “will,” “would,” “expect,” “objective,”

“projection,” “forecast,” “goal,” “guidance,” “outlook,” “effort,”

“target” or the negative of such words and other comparable terminology. Forward-looking statements are based on current expectations

and assumptions, are subject to risks and uncertainties, and are not guarantees of future performance. The Company has a history of net

losses and a limited operating history at scale, and there can be no assurance that it will achieve or sustain profitability. The Company’s

ability to grow recurring revenue depends on successful deployment and customer adoption and retention, including in a customer base that

may be concentrated in the multifamily sector and among a limited number of customers. Actual results may differ materially from those

expressed or implied by forward-looking statements due to multiple factors including, among others: uncertainty regarding market adoption

of AI-powered surveillance and remote guarding solutions; customer concentration, churn, and renewal rates; delays, cost overruns, or

performance issues in deploying and integrating the Company’s platform; competition and pricing pressure; the Company’s ability

to fund growth and meet capital needs; the ability to maintain platform availability, cybersecurity, and data privacy; changes in applicable

laws and regulations; the Company’s ability to manage sales and marketing investments and scale operations; delays or changes in

financial reporting and accounting treatment; and the risks and uncertainties discussed in the reports that the Company has filed with

the SEC, including its Annual Report on Form 10-K and subsequent filings. Forward-looking statements speak only as of the date of this

release. Except as required by applicable law, the Company undertakes no obligation to update or revise any forward-looking statements.

Media Contact

Kathleen Hannon, Sr. Communications Director

Cloudastructure, Inc.

704.574.3732

Kathleen@cloudastructure.com

Investor Contact

Valter Pinto, Managing Director

KCSA Strategic Communications

212.896.1254

Cloudastructure@KCSA.com

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