UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM
CURRENT REPORT
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Item 5.02(e) Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers
On June 27, 2025, the Board of Directors (the “Board”) of Cloudastructure, Inc. (the “Company”) adopted, subject to stockholder approval, the Cloudastructure, Inc. Amended and Restated 2024 Equity Incentive Plan (the “Plan”). 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”) on July 22, 2025.
Item 5.07 Submission of Matters to a Vote of Security Holders
The annual meeting of the stockholders of the Company was held on September 5, 2025, at which the matters listed below were submitted to a vote of the stockholders through the solicitation of proxies. The proposals are described in the Company’s definitive proxy statement on Schedule 14A, filed with the SEC on July 22, 2025. 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:
| For | Against | Abstain | Broker Non-Votes | |||
| Ruba Qashu | 4,763,019 | 158,782 | 3,243,435 |
| (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: |
| 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: |
| For | Against | Abstain | Broker Non-Votes | |||
| 4,623,364 | 238,822 | 59,615 | 3,243,435 |
| (4) | The Cloudastructure, Inc. Amended and Restated 2024 Equity Incentive Plan was approved by the following votes: |
| For | Against | Abstain | Broker Non-Votes | |||
| 4,585,130 | 281,658 | 55,013 | 3,243,435 |
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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: 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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