Cloudastructure Adds Two Directors, Discloses Officer Compensation
Ticker: CSAI · Form: 8-K · Filed: Sep 10, 2025 · CIK: 1709628
| Field | Detail |
|---|---|
| Company | Cloudastructure, Inc. (CSAI) |
| Form Type | 8-K |
| Filed Date | Sep 10, 2025 |
| Risk Level | medium |
| Pages | 3 |
| Reading Time | 3 min |
| Sentiment | neutral |
Sentiment: neutral
Topics: board-composition, officer-compensation, governance
TL;DR
Cloudastructure adds two directors, Gardner & Johnson, effective Sept 5. Officer comp details pending.
AI Summary
Cloudastructure, Inc. announced on September 5, 2025, the election of two new directors, Mr. David L. Gardner and Ms. Jennifer L. Johnson, to its Board of Directors, effective immediately. The company also disclosed compensatory arrangements for certain officers, though specific details were not provided in this excerpt. This filing also covers the submission of matters to a vote of security holders.
Why It Matters
The addition of new directors can signal strategic shifts or a strengthening of governance for Cloudastructure, while details on officer compensation are crucial for understanding executive incentives and potential dilution.
Risk Assessment
Risk Level: medium — Changes in board composition and undisclosed compensatory arrangements introduce a moderate level of uncertainty regarding future strategy and financial implications.
Key Players & Entities
- Cloudastructure, Inc. (company) — Registrant
- David L. Gardner (person) — Newly elected director
- Jennifer L. Johnson (person) — Newly elected director
- September 5, 2025 (date) — Effective date of director appointments
FAQ
Who are the newly elected directors of Cloudastructure, Inc.?
The newly elected directors are Mr. David L. Gardner and Ms. Jennifer L. Johnson.
When were the new directors elected?
The new directors were elected effective September 5, 2025.
What other items are covered in this 8-K filing?
This filing also covers compensatory arrangements of certain officers and the submission of matters to a vote of security holders.
What is Cloudastructure, Inc.'s state of incorporation?
Cloudastructure, Inc. is incorporated in Delaware.
What is Cloudastructure, Inc.'s former company name?
Cloudastructure, Inc.'s former company name was Connexed Technologies Inc.
Filing Stats: 772 words · 3 min read · ~3 pages · Grade level 14 · Accepted 2025-09-10 16:05:58
Filing Documents
- cloudastructure_8k.htm (8-K) — 35KB
- 0001683168-25-006821.txt ( ) — 198KB
- csai-20250905.xsd (EX-101.SCH) — 3KB
- csai-20250905_lab.xml (EX-101.LAB) — 33KB
- csai-20250905_pre.xml (EX-101.PRE) — 22KB
- cloudastructure_8k_htm.xml (XML) — 4KB
02(e) Departure
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.
07 Submission
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 2
SIGNATURES
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) 3