Cloudastructure Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
April 1, 2025 (
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Item 1.01. Entry into a Material Definitive Agreement.
Waiver Agreement
Previously Cloudastructure, Inc., a Delaware corporation (“we,” “us,” “our” or the “Company”) and Streeterville Capital, LLC, a Utah limited liability company (“Streeterville”), entered into a Securities Purchase Agreement, dated as of November 25, 2024, as amended by Amendment No. 1 to Securities Purchase Agreement, dated January 16, 2025, Amendment No. 2 to Securities Purchase Agreement, dated January 29, 2025, and Amendment No. 3 to Securities Purchase Agreement, dated February 14, 2025, pursuant to the terms of which we issued Streeterville shares of newly designated Series 1 Convertible Preferred Stock, par value $0.0001 per share (the “Series 1 Stock”), convertible into shares of our Class A common stock, par value $0.0001 per share, on the terms and subject to the limitations and conditions set forth in the Certificate of Designations of Preferences and Rights of Series 1 Convertible Preferred Stock (the “Certificate of Designations”) filed with the Secretary of State of the State of Delaware on January 28, 2025. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Certificate of Designations
On April 1, 2025, the parties entered into a Waiver Agreement (the “Waiver Agreement”) pursuant to which we agreed to waive the requirement that a Trigger Event occur prior to the Conversion Price of the Series 1 Stock adjusting to the lesser of the Fixed Conversion Price and the Market Price, in consideration for which Streeterville agreed to waive the increase in Stated Value upon occurrence of a Trigger Event.
The foregoing description of the Waiver Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Waiver Agreement, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
| Exhibit Number | Description | |
| 10.1 | Waiver Agreement, dated April 1, 2025, between Cloudastructure, Inc. and Streeterville Capital, LLC. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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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: April 1, 2025
| CLOUDASTRUCTURE, INC. | ||
| By: | /s/ James McCormick | |
| James McCormick | ||
| Chairman of the Board and Chief Executive Officer | ||
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