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): ~~September~~October 515, 2025

___________________________

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 52.02~~(e)~~ ~~Departure~~Results of ~~Directors~~Operations orand ~~Certain~~Financial ~~Officers; Election of Directors; Appointment of Certain Officers;~~Condition.

~~Compensatory~~On ~~Arrangements~~October of15, ~~Certain~~2025, Cloudastructure, Inc. (the ~~Officers~~“Company”) issued the press release attached as Exhibit 99.1 to this Current Report.

OnItem ~~June 27, 2025, the Board of Directors (the “Board”) of Cloudastructure, Inc~~9.01 ~~(the~~Financial ~~“Company”) adopted~~Statements, ~~subject~~Pro toForma ~~stockholder~~Financial ~~approval~~Information, ~~the Cloudastructure, Inc. Amended~~ and ~~Restated 2024 Equity Incentive Plan (the “Plan”)~~Exhibits. The Plan provides for the grant of a variety of equity-based awards and increases the number of shares available for issuance under the Company’s existing 2024 Stock Option Plan by 2,000,000 shares (from 17,500,000 to 19,500,000). At the Company’s annual meeting of stockholders held on September 5, 2025 (the “Meeting”), the Company’s stockholders approved the Plan.

A summary of the Plan is included under “Proposal 4: Proposal to Approve the Cloudastructure, Inc. Amended and Restated 2024 Equity Incentive Plan” in, and a copy of the Plan was attached as Appendix A to, the Company’s definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission (~~“SEC”~~c) ~~on July 22, 2025.~~ Exhibits

~~Item 5~~99.071 Press ~~Submission~~Release ofdated ~~Matters~~October to15, ~~a Vote of Security Holders~~2025

~~The annual meeting of the stockholders of the~~104 Cover ~~Company~~Page ~~was~~Interactive ~~held~~File ~~on September 5, 2025, at which~~ (the ~~matters~~cover ~~listed~~page ~~below~~XBRL ~~were~~tags ~~submitted to a vote of the stockholders through the solicitation of proxies. The proposals~~ are ~~described~~embedded in the ~~Company’s~~Inline ~~definitive~~XBRL ~~proxy statement on Schedule 14A, filed with the SEC on July 22, 2025~~document). ~~The voting results are as follows:~~

~~(1) The following nominee was elected to serve a three-year term on the Company’s Board of Directors by the following votes:~~2

For		Against		Abstain		Broker Non-Votes
Ruba Qashu		4,763,019		158,782		3,243,435

EXHIBIT INDEX

(2) The appointment of Bush & Associates CPA LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025, was ratified by the following votes:

Exhibit Number		Document
99.1		Press Release dated October 15, 2025
104		Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document).

For		Against		Abstain		Broker Non-Votes
8,029,820		65,285		70,131		N/A

(3) The authorization of the issuance of additional shares of Series 2 Convertible Preferred Stock, and shares of Class A common stock issuable upon conversion of such preferred stock, in one or more private placements in excess of 20% of the Company’s outstanding common stock pursuant to a financing transaction entered into with Streeterville Capital, LLC, was approved by the following votes:SIGNATURES

For		Against		Abstain		Broker Non-Votes
4,623,364		238,822		59,615		3,243,435

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.

~~(4)~~Dated: ~~The~~October ~~Cloudastructure~~21, ~~Inc. Amended and Restated 2024 Equity Incentive Plan was approved by the following votes:~~2025

For		Against		Abstain		Broker Non-Votes
4,585,130		281,658		55,013		3,243,435

	CLOUDASTRUCTURE, INC.

	By:	/s/ Greg Smitherman
		Greg Smitherman
		Chief Financial Officer
		(Principal Financial Officer and Principal Accounting Officer)

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: September 10, 2025

CLOUDASTRUCTURE, INC. By: /s/ Greg Smitherman Greg Smitherman Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

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