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    Amendment: SEC Form S-1/A filed by Cloudastructure Inc.

    5/13/25 11:39:47 AM ET
    $CSAI
    Computer Software: Programming Data Processing
    Technology
    Get the next $CSAI alert in real time by email
    Cloudastructure, Inc. S-1
    true Client entered into a waiver agreement 0001709628 0001709628 2025-05-13 2025-05-13 iso4217:USD xbrli:shares iso4217:USD xbrli:shares xbrli:pure

    As filed with the Securities and Exchange Commission on May 13, 2025

     

    Registration No. 333-286654

     

     

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    Washington, D.C. 20549

    _________________________________

     

    Amendment No. 2

    to

    FORM S-1/A

    REGISTRATION STATEMENT

    Under

    The Securities Act of 1933

    _________________________________

     

    Cloudastructure, Inc.

    (Exact name of registrant as specified in its charter)

     

    Delaware   7370   87-0690564

    (State or other jurisdiction of

    incorporation or organization)

     

    (Primary Standard Industrial

    Classification Code Number)

     

    (I.R.S. Employer

    Identification Number)

    _________________________________

     

    228 Hamilton Avenue, 3rd Floor
    Palo Alto, California 94301

    (650) 644-4160

    (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
    _________________________________

     

    James McCormick

    Chief Executive Officer

    Cloudastructure, Inc.

    228 Hamilton Avenue, 3rd Floor
    Palo Alto, California 94301

    (650) 644-4160

    (Name, address, including zip code, and telephone number, including area code, of agent for service) 

     

    _________________________________

     

    Copies to:

    Vanessa Schoenthaler, Esq.

    Saul Ewing LLP

    1270 Avenue of the Americas, Suite 2800

    New York, New York 10020

    (212) 980-7208

    (Name, address, including zip code, and telephone number, including area code, of agent for service)
    _________________________________

     

    Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

     

    If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☒

     

    If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

     

    If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

     

    If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

     

    Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

     

    Large accelerated filer ☐ Accelerated filer ☐
    Non-accelerated filer ☒ Smaller reporting company ☒
        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 7(a)(2)(B) of the Securities Act. ☐

     

    The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

     

     

       

     

     

    EXPLANATORY NOTE

     

    Cloudastructure, Inc. is filing this Amendment No. 2 to its Registration Statement on Form S-1 (File No. 333-286654) as an exhibits-only filing. Accordingly, this Amendment consists only of the facing page, this explanatory note, Item 16(a) of Part II of the Registration Statement, the signature page to the Registration Statement and the filed exhibits. The remainder of the Registration Statement is unchanged and has therefore been omitted.

     

     

     

     

     

     

     

     

     

     

     

     

       

     

     

    PART II

     

    INFORMATION NOT REQUIRED IN PROSPECTUS

     

    Item 16. Exhibits and Financial Statement Schedules

     

    Exhibits

     

    See the Exhibit Index immediately preceding the signature page hereto for a list of exhibits filed as part of this registration statement, which Exhibit Index is incorporated herein by reference.

     

    Financial Statement Schedules

     

    All financial statement schedules are omitted because the information called for is not required or is shown either in the financial statements or in the accompanying notes.

     

     

     

     II-1 

     

     

    EXHIBIT INDEX

     

    Exhibit Number   Description   Incorporated by Reference
        Form   File Number   Exhibit   Filing Date
    3.1   Amended and Restated Certificate of Incorporation of the registrant, as currently in effect   S-1/A   333-255424   3.1   October 24, 2024
    3.2   Form of Certificate of Designations of Preferences and Rights of Series 1 Convertible Preferred Stock   S-1/A   333-282038   3.2   November 29, 2024
    3.3   Certificate of Designations of Preferences and Rights of Series 2 Convertible Preferred Stock   8-K   001-42494   3.1   March 26, 2025
    3.4   Bylaws of the registrant, as currently in effect   S-1/A   333-282038   3.2   September 26, 2024
    4.1   Description of Securities (incorporated by reference to exhibits 3.1 through 3.4)                
    4.2   Form of Warrant   S-1/A   333-282038   4.2   September 26, 2024
    5.1*   Opinion of Saul Ewing LLP                
    10.1   Amended 2014 Stock Option Plan   S-1/A   333-282038   10.1   September 26, 2024
    10.2   2024 Stock Option Plan   S-1/A   333-282038   10.2   October 24, 2024
    10.3   Employment Agreement between Cloudastructure, Inc. and James McCormick, dated June 24, 2024   S-1/A   333-282038   10.3   October 24, 2024
    10.4   Securities Purchase Agreement, dated November 25, 2024, between Cloudastructure, Inc. and Streeterville Capital, LLC   S-1/A   333-282038   10.6   November 29, 2024
    10.5   Equity Purchase Agreement, dated November 25, 2024, between Cloudastructure, Inc. and Atlas Sciences, LLC   S-1/A   333-282038   10.7   November 29, 2024
    10.6   Registration Rights Agreement, dated November 25, 2024, between Cloudastructure, Inc. and Atlas Sciences, LLC   S-1/A   333-282038   10.8   November 29, 2024
    10.7   Amendment No. 1 to Securities Purchase Agreement, dated January 16, 2025, between Cloudastructure, Inc. and Streeterville Capital, LLC   S-1/A   333-282038   10.7   January 27, 2025
    10.8   Amended and Restated Voting Agreement between Cloudastructure, Inc. and Rick Bentley, dated January 22, 2025.   S-1/A   333-282038   10.10   January 27, 2025
    10.9   Form of Standstill Agreement between Cloudastructure, Inc., Rick Bentley, and Gregory Rayzman   S-1/A   333-282038   10.11   January 27, 2025
    10.10   Engagement Letter between Cloudastructure, Inc. and Maxim Group LLC, dated April 25, 2024   S-1   333-284717   10.12   February 6, 2025
    10.11   Amendment No. 2 to Securities Purchase Agreement, dated January 29, 2025, between Cloudastructure, Inc. and Streeterville Capital, LLC   S-1/A   333-284717   10.13   February 13, 2025
    10.12   Securities Purchase Agreement, dated March 21, 2025, between Cloudastructure, Inc. and Streeterville Capital, LLC   8-K   001-42494   10.1   March 26, 2025
    10.13   Registration Rights Agreement, dated March 21, 2025, between Cloudastructure, Inc. and Streeterville Capital, LLC   8-K   001-42494   10.2   March 26, 2025
    10.14   Placement Agency Agreement, dated March 21, 2025, between Cloudastructure, Inc. and Maxim Group LLC   8-K   001-42494   10.3   March 26, 2025

     

     

     

     II-2 

     

     

    10.15   Amendment No. 3 to Securities Purchase Agreement, dated February 14, 2025, between Cloudastructure, Inc. and Streeterville Capital, LLC   10-K   001-42494   10.15   March 31, 2025
    10.16   Voting Agreement between Cloudastructure, Inc. and Rick Bentley, dated March 24, 2025   10-K   001-42494   10.16   March 31, 2025
    10.17   Waiver Agreement Cloudastructure, Inc. and Streeterville Capital, LLC, dated April 1, 2025   8-K   001-42494   10.1   April 1, 2025
    10.18   Supplement Terms Agreement between Cloudastructure, Inc. and Streeterville Capital, LLC, dated April 11, 2025   8-K/A   001-42494   10.1   April 17, 2025
    10.19   Waiver Agreement Cloudastructure, Inc. and Streeterville Capital, LLC, dated April 11, 2025   8-K/A   001-42494   10.2   April 17, 2025
    10.20   Waiver Agreement Cloudastructure, Inc. and Atlas Sciences, LLC, dated April 11, 2025   8-K/A   001-42494   10.3   April 17, 2025
    23.1*   Consent of Bush & Associates CPA, Independent Registered Public Accounting Firm                
    23.2*   Consent of Saul Ewing LLP (included in Exhibit 5.1)                
    24.1   Power of Attorney (included on signature page).                
    107   Filing Fee Table                
    101.INS   Inline XBRL Instance Document.                
    101.SCH   Inline XBRL Taxonomy Extension Schema Document.                
    101.CAL   Inline XBRL Taxonomy Extension Calculation Linkbase Document.                
    101.DEF   Inline XBRL Taxonomy Extension Definition Linkbase Document.                
    101.LAB   Inline XBRL Taxonomy Extension Label Linkbase Document.                
    101.PRE   Inline XBRL Taxonomy Extension Presentation Linkbase Document.                
    104   Cover Page Interactive Data File (embedded within the Inline XBRL document).                
                         

    * Filed herewith.

     

     

     

     II-3 

     

     

    SIGNATURES

     

    Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Palo Alto, California, on May 13, 2025.

     

      CLOUDASTRUCTURE, INC.
         
      By: /s/ James McCormick
        James McCormick
        Chief Executive Officer

     

    POWER OF ATTORNEY

     

    We, the undersigned officers and directors of Cloudastructure, Inc., hereby severally constitute and appoint James McCormick and Greg Smitherman, and each of them singly (with full power to each of them to act alone), our true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them for us and in our name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement (or any other registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as full to all intents and purposes as we might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     

    Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

     

    Signature   Title   Date
             
    /s/ James McCormick   Chief Executive Officer, Director   May 13, 2025
    James McCormick   (Principal Executive Officer)    
             
    /s/ Greg Smitherman   Chief Financial Officer   May 13, 2025
    Greg Smitherman   (Principal Financial and Accounting Officer)    
             
    /s/ Craig Johnson   Director   May 13, 2025
    Craig Johnson        
             
    /s/ Jeff Kirby   Director   May 13, 2025
    Jeff Kirby        
             
    /s/ Ruba Qashu   Director   May 13, 2025
    Ruba Qashu        

     

     

     

     II-4 

     

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