{"url_path":"/sec/csai/8-k/2026-07-06/item-5-03","section_key":"item-5-03","section_title":"Item 5.03 ****Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-06","source_url":"https://www.sec.gov/Archives/edgar/data/1709628/0001683168-26-005311-index.html","accession_number":"0001683168-26-005311","cik":"0001709628","ticker":"CSAI","issuer_name":"CLOUDASTRUCTURE, INC.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1709628/0001683168-26-005311-index.html","primary_entity_key":"0001709628","primary_entity_name":"CLOUDASTRUCTURE, INC."},"word_count":314,"has_tables":true,"body_markdown":"**Item 5.03****Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.**\n\n \n\nOn June 29, 2026, the Company filed the Amended\nand Restated Certificate of Designations of Preferences and Rights of Series 2 Convertible Preferred Stock (the “Amended Series\n2 Certificate of Designations”) with the Secretary of State of the State of Delaware, which amends and restates the original\ncertificate of designations for the Series 2 Preferred shares in its entirety. The changes effected by the Amended Series 2 Certificate\nof Designations are intended to cause the Series 2 Shares to be classified as equity under U.S. generally accepted accounting principles.\nThe Amended Series 2 Certificate of Designations provides for conversion of shares of the Series 2 Preferred into shares of the Company’s\nClass A common stock at a fixed conversion price of $0.40 per share, with full-ratchet anti-dilution. The “Deemed Liquidation Event”\nconcept has been eliminated, and no merger, consolidation, or sale of substantially all assets will trigger the right of a holder of Series\n2 Preferred shares to receive the liquidation amount for the shares of Series 2 Preferred. In any such transaction where the Company is\nnot the surviving entity, each share of Series 2 Preferred will instead be converted into preferred equity of the surviving entity with\nsubstantially equivalent rights. In addition, the holder-initiated forced redemption right upon an event of default has been eliminated,\nsuch that holder remedies upon default are now limited to the automatic 10% increase in the stated value of the Series 2 Preferred shares,\nequitable remedies, and injunctive relief.\n\n \n\nThe foregoing description of the Amended Series\n2 Certificate of Designations is not complete and is qualified in its entirety by reference to the full text of the Amended Series 2 Certificate\nof Designations, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated in this Item 1.01 by reference."}