Cloudastructure swaps $63,332.50 note for 18,246 shares in Streeterville deal

Cloudastructure, Inc. (CSAI) entered into an Exchange Agreement with Streeterville Capital, LLC on September 28, 2026, to convert a specific portion of a promissory note into equity. The company partitioned a new note with an original principal amount of $63,332.50 from a larger June 30, 2026 promissory note that originally held $1,299,870.00 in principal. In return for surrendering this partitioned note, Streeterville will receive 18,246 shares of Cloudastructure Class A common stock, which carries a par value of $0.0001 per share.

The transaction reduces the outstanding balance of the original note by $63,332.50. Streeterville did not pay any additional consideration for the exchange. The company filed the agreement with the U.S. Securities and Exchange Commission on October 2, 2026, signed by Chief Financial Officer Greg Smitherman. The filing identifies the company as an emerging growth company and notes that its Class A common stock trades on the Nasdaq Capital Market under the ticker CSAI.

The exchange was executed under Section 3(a)(9) of the Securities Act of 1933, which provides an exemption from registration. This provision allows for the exchange of securities with existing security holders without the need for a public registration statement. The company stated that on the free trading date defined within the agreement, the partitioned note will be cancelled. At that point, all obligations of Cloudastructure under that specific note will be deemed fulfilled.

The full text of the Exchange Agreement is filed as Exhibit 10.1 to the current report and is incorporated by reference into the filing. The document also includes Item 3.02, which confirms the unregistered sale of equity securities connected to this specific exchange. No other financial figures or operational metrics were disclosed in the report regarding the impact on the company's broader debt structure or cash position.