{"filing":{"accession_number":"0001683168-26-005311","cik":"0001709628","ticker":"CSAI","company_name":"CLOUDASTRUCTURE, INC.","form":"8-K","filing_date":"2026-07-06","report_date":null,"primary_document":"cloud_8k.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1709628/000168316826005311/cloud_8k.htm"},"events":[{"id":17121,"run_id":15327,"accession_number":"0001683168-26-005311","anchor_item_number":"2.03","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"summary":"On June 30, 2026, the Company entered into an Exchange Agreement issuing a Promissory Note (Exchange Note) with a principal amount of $1,299,870 bearing 9.5% interest and maturing July 30, 2027, in exchange for cancellation of Series 2 Convertible Preferred Stock. The Exchange Note constitutes a new direct financial obligation with monthly redemption rights and trigger events including delisting and covenant breaches.","company_name":"CLOUDASTRUCTURE, INC.","ticker":"CSAI","filing_date":"2026-07-06","form":"8-K","submitted_at":null,"items":[{"id":15450,"accession_number":"0001683168-26-005311","item_number":"1.01","item_title":null,"event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.85,"reasoning":"The Company entered into an Exchange Agreement on June 30, 2026, issuing a Promissory Note (the \"Exchange Note\") with a principal amount of $1,299,870 in exchange for cancellation of Series 2 Convertible Preferred Stock. The Exchange Note is a direct financial obligation bearing 9.5% interest, maturing July 30, 2027, with monthly redemption rights and trigger events including delisting and covenant breaches. This constitutes creation of a new debt obligation and is material to investors assessing the registrant's capital structure and financial obligations.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-10T12:53:44.468743+00:00","company_name":"","ticker":null,"filing_date":""},{"id":15451,"accession_number":"0001683168-26-005311","item_number":"2.03","item_title":null,"event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"Item 2.03 explicitly addresses \"Creation of a Direct Financial Obligation,\" and the disclosure incorporates by reference information regarding an \"Exchange Note\" from Item 1.01. This indicates issuance of a new debt instrument (the Exchange Note), which is the hallmark of a debt_issuance event. The materiality is high given the formal 8-K disclosure and the creation of a direct financial obligation.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-10T12:53:44.468743+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":17122,"run_id":15327,"accession_number":"0001683168-26-005311","anchor_item_number":"5.03","event_type":"governance_other","event_domain":"governance","is_material":true,"confidence":0.7,"summary":"The Company amended the Certificate of Designations for Series 2 Convertible Preferred Stock, materially modifying security holder rights and preferred share terms including conversion price, anti-dilution provisions, elimination of liquidation event triggers, and removal of forced redemption rights.","company_name":"CLOUDASTRUCTURE, INC.","ticker":"CSAI","filing_date":"2026-07-06","form":"8-K","submitted_at":null,"items":[{"id":15452,"accession_number":"0001683168-26-005311","item_number":"3.03","item_title":null,"event_type":"governance_other","event_domain":"governance","is_material":true,"confidence":0.65,"reasoning":"Item 3.03 addresses material modifications to security holder rights, which is a governance matter. The section incorporates Item 5.03 by reference, suggesting a charter or bylaw amendment affecting shareholder rights. Without the full Item 5.03 text, the specific nature of the modification cannot be determined, but any material modification to security holder rights is inherently material to investors and falls within governance domain.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-10T12:53:44.468743+00:00","company_name":"","ticker":null,"filing_date":""},{"id":15453,"accession_number":"0001683168-26-005311","item_number":"5.03","item_title":null,"event_type":"governance_other","event_domain":"governance","is_material":true,"confidence":0.75,"reasoning":"This disclosure concerns an amendment to the Certificate of Designations for Series 2 Convertible Preferred Stock, filed under Item 5.03 (Amendments to Articles of Incorporation or Bylaws). The amendment materially alters the terms of the preferred shares—including conversion price, anti-dilution provisions, elimination of liquidation event triggers, and removal of forced redemption rights—which would affect investor assessment of the company's capital structure and preferred shareholder rights. While the amendment is governance-related (a charter document change), it does not fit a specific named governance category and is best classified as governance_other.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-10T12:53:44.468743+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":15450,"accession_number":"0001683168-26-005311","item_number":"1.01","item_title":null,"event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.85,"reasoning":"The Company entered into an Exchange Agreement on June 30, 2026, issuing a Promissory Note (the \"Exchange Note\") with a principal amount of $1,299,870 in exchange for cancellation of Series 2 Convertible Preferred Stock. The Exchange Note is a direct financial obligation bearing 9.5% interest, maturing July 30, 2027, with monthly redemption rights and trigger events including delisting and covenant breaches. This constitutes creation of a new debt obligation and is material to investors assessing the registrant's capital structure and financial obligations.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-10T12:53:44.468743+00:00","company_name":"CLOUDASTRUCTURE, INC.","ticker":"CSAI","filing_date":"2026-07-06"},{"id":15451,"accession_number":"0001683168-26-005311","item_number":"2.03","item_title":null,"event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"Item 2.03 explicitly addresses \"Creation of a Direct Financial Obligation,\" and the disclosure incorporates by reference information regarding an \"Exchange Note\" from Item 1.01. This indicates issuance of a new debt instrument (the Exchange Note), which is the hallmark of a debt_issuance event. The materiality is high given the formal 8-K disclosure and the creation of a direct financial obligation.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-10T12:53:44.468743+00:00","company_name":"CLOUDASTRUCTURE, INC.","ticker":"CSAI","filing_date":"2026-07-06"},{"id":15452,"accession_number":"0001683168-26-005311","item_number":"3.03","item_title":null,"event_type":"governance_other","event_domain":"governance","is_material":true,"confidence":0.65,"reasoning":"Item 3.03 addresses material modifications to security holder rights, which is a governance matter. The section incorporates Item 5.03 by reference, suggesting a charter or bylaw amendment affecting shareholder rights. Without the full Item 5.03 text, the specific nature of the modification cannot be determined, but any material modification to security holder rights is inherently material to investors and falls within governance domain.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-10T12:53:44.468743+00:00","company_name":"CLOUDASTRUCTURE, INC.","ticker":"CSAI","filing_date":"2026-07-06"},{"id":15453,"accession_number":"0001683168-26-005311","item_number":"5.03","item_title":null,"event_type":"governance_other","event_domain":"governance","is_material":true,"confidence":0.75,"reasoning":"This disclosure concerns an amendment to the Certificate of Designations for Series 2 Convertible Preferred Stock, filed under Item 5.03 (Amendments to Articles of Incorporation or Bylaws). The amendment materially alters the terms of the preferred shares—including conversion price, anti-dilution provisions, elimination of liquidation event triggers, and removal of forced redemption rights—which would affect investor assessment of the company's capital structure and preferred shareholder rights. While the amendment is governance-related (a charter document change), it does not fit a specific named governance category and is best classified as governance_other.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-10T12:53:44.468743+00:00","company_name":"CLOUDASTRUCTURE, INC.","ticker":"CSAI","filing_date":"2026-07-06"}]}