Form 8-K

8-K — CLOUDASTRUCTURE, INC.

Accession: 0001683168-26-004399

Filed: 2026-05-29

Period: 2026-05-26

CIK: 0001709628

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

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

Item: Financial Statements and Exhibits

Documents

8-K — cloud_8k.htm (Primary)

EX-99.1 — PRESS RELEASE DATED MAY 29, 2026 (cloud_ex9901.htm)

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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): May 26, 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 3.01 Notice

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

On May 26, 2026, Cloudastructure,

Inc. (the “Company”) received a notice (the “Notice”) from the Nasdaq Listing Qualifications staff of The Nasdaq

Stock Market LLC (“Nasdaq”) indicating that, as a result of not having timely filed its Quarterly Report on Form 10-Q for

the period ended March 31, 2026 (“Form 10-Q”), the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1), which

requires timely filing of all required periodic financial reports with the Securities and Exchange Commission.

The Company requires additional

time to review and confirm the accounting treatment for its outstanding shares of Series 2 Convertible Preferred Stock.

The Notice has no immediate

effect on the listing or trading of the Company’s Class A Common Stock on the Nasdaq Capital Market. The Notice provides that the

Company has 60 days, or until July 25, 2026 (the “Compliance Plan Due Date”), to submit a plan to regain compliance with Nasdaq

Listing Rule 5250(c)(1). If the plan is accepted by Nasdaq, then Nasdaq can grant the Company up to 180 calendar days from the due date

of Form 10-Q, or November 16, 2026, to regain compliance.

The Company intends to file

the Form 10-Q prior to the Compliance Plan Due Date. However, in the event the Company is not able to file the Form 10-Q by the Compliance

Plan Due Date, the Company will submit such plan by the Compliance Plan Due Date. However, there is no assurance that Nasdaq will accept

the Company’s plan to regain compliance or, if accepted, that the Company will be able to regain compliance with Nasdaq’s

rules by November 16, 2026. If Nasdaq does not accept the Company’s plan, then the Company will have the opportunity to appeal that

decision to a Nasdaq hearings panel.

On May 29, 2026, the Company

issued a press release announcing its receipt of the Notice. A copy of the press release is attached as an Exhibit 99.1 and is incorporated

herein by reference.

This Current Report on Form

8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of

the Securities Exchange Act of 1934, as amended. These forward-looking statements include, but are not limited to, statements regarding

the Company’s ability to regain compliance with Nasdaq Listing Rule 5250(c)(1), the Company’s intention to file its Form 10-Q

prior to the Compliance Plan Due Date of July 25, 2026, the Company’s plans to submit a compliance plan to Nasdaq if the Form 10-Q

is not filed by the Compliance Plan Due Date, the Company’s ongoing review of the accounting treatment for its outstanding shares

of Series 2 Convertible Preferred Stock, and the potential timeline for regaining compliance, including the extended compliance period

through November 16, 2026. Forward-looking statements are based on current expectations and assumptions, are subject to risks and uncertainties,

and are not guarantees of future performance. Actual results may differ materially from those anticipated in the forward-looking statements

due to various factors, including but not limited to: the outcome and timing of the Company’s review of the accounting treatment

for the Series 2 Convertible Preferred Stock; the Company’s ability to complete the review procedures necessary to file the Form

10-Q; potential changes to the Company’s previously reported or current period financial results that may result from the completion

of those procedures; Nasdaq’s acceptance of the Company’s compliance plan; the outcome of any appeal to a Nasdaq hearings

panel; general economic and market conditions; and other risks and uncertainties described in the Company’s filings with the Securities

and Exchange Commission, including its most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q. The Company

undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or

otherwise, except as required by law.

Item 9.01 Financial

Statements, Pro Forma Financial Information, and Exhibits.

99.1 Press Release dated May 29, 2026

104 Cover

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

EXHIBIT INDEX

Exhibit Number

Document

99.1

Press Release dated May 29, 2026.

104

Cover Page Interactive Data 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: May 29, 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 MAY 29, 2026

EX-99.1

Filename: cloud_ex9901.htm · Sequence: 2

Exhibit 99.1

FOR IMMEDIATE RELEASE

Cloudastructure Receives Notice From Nasdaq

Palo Alto, Calif. — May 29, 2026

— Cloudastructure, Inc. (Nasdaq: CSAI), a provider of AI-powered video surveillance, remote monitoring, and cloud-based security

analytics, today announced it received a notice from Nasdaq on May 26, 2026 indicating that, as a result of not having timely filed its

Quarterly Report on Form 10-Q for the period ended March 31, 2026 (the “Form 10-Q”), the Company is not in compliance with

Nasdaq Listing Rule 5250(c)(1), which requires timely filing of all required periodic financial reports with the Securities and Exchange

Commission.

As previously announced, the delay relates to

the Company’s ongoing review, in consultation with its independent registered public accounting firm, of a complex accounting issue

associated with the balance sheet treatment of certain preferred equity instruments. The Company is continuing to work through the review

process and intends to file its Form 10-Q as soon as practicable.

The Nasdaq notice has no immediate effect on the

listing or trading of the Company’s Class A Common Stock on the Nasdaq Capital Market. The Notice provides that the Company has

60 days to submit a plan to regain compliance with Nasdaq Listing Rule 5250(c)(1). If the plan is accepted by Nasdaq, then Nasdaq can

grant the Company up to 180 calendar days from the due date of Form 10-Q, or November 16, 2026, to regain compliance.

About Cloudastructure

Headquartered in Palo

Alto, California, Cloudastructure’s patented, advanced, 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. Any forward-looking statement expressing an expectation or belief as to one or more

future events is expressed in good faith and believed to be reasonable. However, these statements are not guarantees of future events

and involve risks, uncertainties and other factors beyond our control. These factors include, but are not limited to, our ability to complete

the procedures necessary to file our Form 10-Q for the first quarter of 2026 and potential changes to our financial results for such quarter

that may result from the completion of those procedures. We caution you against relying on any of the forward-looking statements in this

release, as actual outcomes and results may differ materially from what is expressed in any forward-looking statement. Except as required

by applicable law, we do not intend to update any of the forward-looking statements to conform them to actual results or revised expectations.

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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