Cloudastructure (CSAI) risk factors, FY2025 10-K

Risks Related to Our Business

1. 01Our technology continues to be developed, and it is unlikely that we will ever develop our technology to a point at which no further development is required
2. 02If our security measures are breached or unauthorized access to individually identifiable biometric or other personally identifiable information is otherwise obtained, our reputation may be harmed, and we may incur significant liabilities
3. 03Our collection, processing, use and disclosure of individually identifiable biometric or other personally identifiable information is subject to evolving and expanding privacy and security regulations
4. 04Our success is highly dependent on our ability to attract and retain highly skilled executive officers and employees23% rewritten
5. 05Privacy and data security laws and regulations could require us to make changes to our business, impose additional costs on us and reduce the demand for our software solutions
6. 06Issues raised by the use of AI (including machine learning) in our platforms may result in reputational harm or liability
7. 07We operate in a highly competitive industry that is dominated by multiple very large, well-capitalized market leaders and is constantly evolving. New entrants to the market, existing competitor actions, or other changes in market dynamics could adversely impact us
8. 08We may not be as successful as our competitors incorporating AI into our business or adapting to a rapidly changing marketplace
9. 09Successful infringement claims against us could result in significant monetary liability or prevent us from selling some of our products
10. 10We rely on other companies to provide certain hardware and software solutions for our products
11. 11We plan to implement new lines of business or offer new products and services within existing lines of business
12. 12Certain acquisitions could adversely affect our financial results
13. 13Our business may be adversely impacted by leverage in connection with acquisitions76% rewritten
14. 14We incur increased costs as a result of operating as a public company, and our management is required to devote substantial time to compliance initiatives. We are subject to financial reporting and other requirements for which our accounting and other management systems and resources may not be adequately preparedNew
15. 15Intellectual property rights do not necessarily address all potential threats to our competitive advantage
16. 16Intellectual property litigation may lead to unfavorable publicity that harms our reputation and causes the market price of our common shares to decline
17. 17If we are unable to protect the confidentiality of our trade secrets, our business and competitive position would be harmed

Risks Related to Our Financial Condition and Capital Requirements

1. 18We have a limited operating history, which may make it difficult for you to evaluate our current business and predict our future success and viability
2. 19We have historically operated at a loss, which has resulted in an accumulated deficit33% rewritten
3. 20We anticipate sustaining operating losses for the foreseeable future
4. 21We will require substantial additional capital to finance our operations. If we are unable to raise such capital when needed, or on acceptable terms, we may be forced to delay, reduce and/or eliminate one or more of our research and drug development programs or future commercialization efforts
5. 22Raising additional capital may cause dilution to our existing stockholders29% rewritten
6. 23We may need additional financing, and if such financing is not available to us or is not available on acceptable terms, we may be limited in our ability to grow our business91% rewritten
7. 24Please see Note 5, Share Capital below for more information regarding these various financing arrangementsNew
8. 25We have a limited number of customers accounting for a substantial portion of our revenue, and such substantial customer concentration could adversely affect our business, operating results and financial condition

Risks Related to the Ownership of Our Class A common stock

1. 26If we do not regain compliance within the allotted compliance period(s), or if we are otherwise not eligible for an additional compliance period, Nasdaq will provide notice that our Class A common stock will be subject to delisting. At that time, we may appeal the delisting determination to a Nasdaq Hearings PanelNew
2. 27An active trading market for our Class A common stock may not be sustained, and the market price of shares of our Class A common stock may be volatile
3. 28Sales of a substantial number of our Class A common stock in the public market could cause the price of our shares of Class A common stock to further decline, which could impair our ability to raise capital through the future sale of additional equity securities73% rewritten
4. 29As of February 28, 2026, we have 5,638 shares of Class B common stock outstanding, which have super voting rightsNew
5. 30You may be diluted by future issuances of preferred stock or additional Class A common stock in connection with our financing arrangements, incentive plans, acquisitions or otherwise; future sales of such shares in the public market, or the expectations that such sales may occur, could lower our stock price53% rewritten
6. 31We may issue debt and equity securities or securities convertible into equity securities, any of which may be senior to our common stock as to distributions and in liquidation, which could negatively affect the value of our common stockNew
7. 32We do not intend to pay dividends on our common stock, so any returns will be substantially limited to the value of our common stockNew
8. 33Because we have no current plans to pay cash dividends on our Class A common stock, you may not receive any return on investment unless you sell your Class A common stock for a price greater than that which you paid for it
9. 34We are an emerging growth company and a smaller reporting company, and the reduced disclosure requirements applicable to emerging growth companies and smaller reporting companies may make our Class A common stock less attractive to investors
10. 35It is possible that some investors will find our Class A common stock less attractive as a result of the foregoing, which may result in a less active trading market for our Class A common stock and higher volatility in our stock price
11. 36The uncertainty associated with the fact that few companies have undertaken direct listings to date may lead to increased volatility and pricing challenges for our Class A common stock
12. 37The direct listing process differs from an initial public offering underwritten on a firm-commitment basis and the impact of awareness of our brand and investor recognition of our Company on the demand for our Class A common stock is unpredictable and our marketing and brand development efforts may not be successful
13. 38Claims for indemnification by our directors and officers may reduce the amount of money available to us

General Risks

1. 39Reports published by analysts, including projections in those reports that differ from our actual results, could adversely affect the price and trading volume of our Class A common stock
2. 40Our operations are vulnerable to interruption by fire, severe weather conditions, power loss, telecommunications failure, terrorist activity, pandemics/epidemics and other events beyond our control, which could harm our business