Cloudastructure, Inc. has entered into an Exchange Agreement with Streeterville Capital, LLC to settle a portion of a debt obligation with equity. On September 28, 2026, the Company agreed to partition a new promissory note with an original principal amount of $63,332.50 from a larger note dated June 30, 2026, which had an original principal amount of $1,299,870.00.
Under the terms of the agreement, the outstanding balance of the original note was reduced by $63,332.50. In exchange for surrendering the Partitioned Note, Streeterville Capital, LLC received 18,246 shares of the Company’s Class A common stock. The exchange was executed without the payment of additional consideration by Streeterville.
The transaction was conducted in reliance upon an exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933. The Exchange Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K.
