CLOUDASTRUCTURE, INC. 8-K

What Happened

• On February 2, 2026, Cloudastructure, Inc. announced it entered into an Equity Distribution Agreement with Maxim Group LLC to establish an at-the-market (ATM) equity offering. Under the agreement the company may sell up to $9,000,000 of its Class A common stock from time to time through Maxim as sales agent. The company also entered a Waiver Agreement with Streeterville Capital, LLC the same day, under which Streeterville waived certain rights to participate in future equity and debt financings related to this ATM program.

Key Details

• Agreement date: February 2, 2026; potential termination date: February 2, 2027 (or earlier if $9,000,000 aggregate sold or other termination events).
• Maximum offering size: up to $9,000,000 of Class A common stock, sold “at-the-market” pursuant to the Company’s Form S-3 registration statement filed February 2, 2026.
• Sales agent fees: Maxim will receive a commission equal to 3.0% of the gross sales price, plus reimbursement for reasonable documented out-of-pocket expenses (including certain legal fees).
• The Company has no obligation to sell any shares and there is no assurance as to if, when, or at what prices any sales will occur. Streeterville waived certain participation rights granted under a March 21, 2025 Securities Purchase Agreement.

Why It Matters

• This ATM program gives Cloudastructure a flexible tool to raise capital over time without a single large offering. For investors, that means potential dilution if and when shares are sold under the program.
• Costs of capital raising include a 3% selling commission and reimbursement of certain expenses, which reduce the net proceeds to the company.
• The Streeterville waiver may reduce contractual obstacles to using the ATM program, potentially making it easier for the company to access equity capital if management elects to do so.