Form 8-K

8-K — CLOUDASTRUCTURE, INC.

Accession: 0001683168-26-003729

Filed: 2026-05-12

Period: 2026-05-12

CIK: 0001709628

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

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — cloud_8k.htm (Primary)

EX-99.1 — PRESS RELEASE DATED MAY 12, 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 12, 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.)

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)

___________________________

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 8.01 Other Events.

On May 12, 2026, Cloudastructure, Inc. issued

the press release attached as Exhibit 99.1 to this Current Report announcing the appointment of Ed Burnett as Chief Security and Operations

Officer.

Item 9.01 Financial

Statements, Pro Forma Financial Information, and Exhibits.

99.1 Press Release dated May 12, 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 12, 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 12, 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 12, 2026

EX-99.1

Filename: cloud_ex9901.htm · Sequence: 2

Exhibit 99.1

FOR IMMEDIATE RELEASE

May 2026

Cloudastructure Bolsters Leadership Team With

Appointment of Fortune 100 Security Veteran as Chief

Security and Operations Officer

With over 30 years

of enterprise security leadership, including experience overseeing one of the largest corporate security programs in America at UPS for

two decades, Ed Burnett further strengthens the Company’s AI-driven surveillance and remote guarding platform

PALO ALTO, CA — May, 11 2026 — Cloudastructure,

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

guarding, today announced the appointment of former VP of U.S. Security and Global Fraud Investigations at UPS, Ed Burnett, as Chief Security

and Operations Officer (CSOO). Mr. Burnett brings to Cloudastructure’s senior leadership team and directly to the front lines of

AI-powered crime deterrence one of the most decorated security careers in American enterprise security.

Burnett spent more than two decades in senior leadership positions,

most recently as the Vice President of U.S. Security and Global Fraud Investigations at UPS, where he set industry benchmarks in logistics

security, fraud investigation, and enterprise risk management. In his most notable case, Burnett led the largest joint UPS and law enforcement

investigation in company history, coordinating 17 police jurisdictions simultaneously and earning California’s Investigation of

the Year Award in 2019. Before UPS, he served as a Military Police Investigator with the United States Army.

Burnett joined Cloudastructure three months ago as Executive Advisor,

working directly with the leadership team before transitioning permanently into the CSOO role.

"The future of security is AI that never blinks paired with

leadership that understands exactly how criminals think. When I saw what Cloudastructure had built, the deterrence rates, the real-time

response, the depth of the platform, I knew this was where I wanted to be. When you combine that technology with operators who know the

threat landscape, you move from surveillance to genuine deterrence, delivered with a white-glove approach that puts client partnership

at the center of everything we do."

— Ed Burnett, Chief Security and Operations Officer, Cloudastructure,

Inc.

"Cargo theft is costing U.S. supply chains up to $35 billion

a year, and incidents are up 36% in the first quarter of 2025 alone. Ed has spent his career understanding exactly how these criminal

networks operate. Pairing that expertise with Cloudastructure’s AI platform is exactly the response this industry needs."

— James McCormick, Chief Executive Officer, Cloudastructure,

Inc.

As CSOO, Burnett will lead operations, remote guarding teams, and deployments,

and help guide technology development to meet the evolving demands of enterprise security. He will also advance strategic relationships

within Cloudastructure’s growing logistics, transportation, and enterprise markets — including the company’s Master

Service Agreement with a major U.S. truck-parking operator and the company's expanding presence in distribution centers, cargo yards,

and commercial properties nationwide.

The Company reported 271% year-over-year revenue growth in 2025 and

was recognized with the 2025 AI Breakthrough Award for Image Processing. With Burnett’s appointment, Cloudastructure enters this

next chapter with the technology, talent, and the operational leadership to help define what enterprise security looks like in the AI

era.

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.

Forward-Looking Statements

Certain statements in this press release may be considered forward-looking,

such as statements containing estimates, projections, and other forward-looking information. 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. However, the absence of these words does not mean that a statement is

not forward-looking. Any forward-looking statement expressing an expectation or belief as to future events is expressed in good faith

and believed to be reasonable at the time such forward-looking statement is made. However, these statements are not guarantees of future

events and involve risks, uncertainties, and other factors beyond our control. Therefore, we caution you against relying on any of these

forward-looking statements. Factors that could cause or contribute to such differences include the risks and uncertainties discussed in

the reports that the Company has filed with the SEC, such as its Annual Report on Form 10-K. Actual outcomes and results may differ materially

from what is expressed in any forward-looking statement. Except as required by applicable law, including U.S. federal securities laws,

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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