Cloudastructure, Inc. Announces 1-for-30 Reverse Split; Series 2 Antidilution

What Happened

• Cloudastructure, Inc. filed an 8-K reporting two material corporate actions. On July 28, 2026 the company amended the terms of its Series 2 Convertible Preferred Stock to add a standard antidilution provision that adjusts the conversion price upon certain recapitalizations or reclassifications of Class A common stock.
• Also on July 28, 2026 the company filed a certificate to effect a 1-for-30 reverse stock split of its outstanding Class A and Class B common stock, which became effective at 12:01 a.m. Eastern Time on July 31, 2026. The company issued a press release on July 28, 2026 announcing the reverse split.

Key Details

• Reverse split ratio: 1-for-30 (each 30 pre-split shares reclassified into 1 post-split share).
• Effective time: 12:01 a.m. ET on July 31, 2026 (certificate filed July 28, 2026).
• Authorized capital reduced from 500,000,000 total shares (250,000,000 Class A; 100,000,000 Class B; 150,000,000 preferred) to 16,666,668 total shares (8,333,334 Class A; 3,333,334 Class B; 5,000,000 preferred).
• No fractional shares were issued; any fractional shares resulting from the split were rounded up to the nearest whole share.
• Series 2 amendment: adds a standard antidilution adjustment to the conversion price of the Series 2 Convertible Preferred Stock upon certain recapitalizations/reclassifications of Class A common stock.

Why It Matters

• The reverse split reduces the number of outstanding shares on a 30:1 basis and proportionally reduces the company’s authorized share counts, which affects per‑share metrics (e.g., shares outstanding, earnings per share) but not the underlying economic ownership for holders on a pro rata basis.
• The antidilution change to Series 2 preferred affects how the conversion price will be adjusted in certain structural transactions, which could change the number of common shares issuable upon conversion of those preferred shares in specified recapitalizations or reclassifications.
• Investors should expect their brokerage accounts to reflect the split-adjusted share quantities and consult the company filings and press release (filed as exhibits) for the full legal text and any further details.