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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): April 14, 2024

 

Calidi Biotherapeutics, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware   001-40789   86-2967193

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(I.R.S. Employer

Identification No.)

 

4475 Executive Dr., Suite 200,

San Diego, CA

   92121
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (858) 794-9600

 

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Title of each class   Trading Symbol   Name of each exchange on which registered
         
Common stock, par value $0.0001 per share   CLDI   NYSE American LLC
         
Redeemable warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50 per share   CLDIWS   NYSE American LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 
 

 

Item 1.01 Entry into a Material Definitive Agreement.

 

As previously disclosed, on March 8, 2024, Calidi Biotherapeutics, Inc. (the “Company,” “we” or “our”) entered into a settlement agreement (the “Settlement Agreement”) with an investor, pursuant to which the Company issued to the investor a $1.5 million convertible note, as amended (the “Note”) in settlement of an unasserted claim.

 

On April 14, 2024, the Company amended the Note to provide that if the holder thereof participates in a registered public offering, under the same terms and conditions as other investors, in the amount equal to the principal amount of the Note, the proceeds from the sale of securities to the promissory noteholder would be used to pay off the Note.

 

The foregoing description of the Amendment does not purport to be complete and is qualified in their entirety by reference to the full text of the Amendment, which was previously filed as Exhibit 10.51 to the registration statement on Form S-1, as amended (File No. 333-276741).

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.   Description
10.1†   Third Amendment to $1,500,000 Convertible Note (incorporated by reference to Exhibit 10.51 to Amendment No. 5 to Form S-1 filed on April 15, 2024).
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

† Certain information contained in this exhibit has been omitted because it is both (i) not material and (ii) is the type that the Company treats as private or confidential.

 

 
 

 

SIGNATURE

 

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.

 

  Calidi Biotherapeutics, Inc.
Dated: April 18, 2024    
  By: /s/ Wendy Pizarro
  Name: Wendy Pizarro
  Title: Chief Legal Officer

 

 

 

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Cover
Apr. 14, 2024
Document Type 8-K
Amendment Flag false
Document Period End Date Apr. 14, 2024
Entity File Number 001-40789
Entity Registrant Name Calidi Biotherapeutics, Inc.
Entity Central Index Key 0001855485
Entity Tax Identification Number 86-2967193
Entity Incorporation, State or Country Code DE
Entity Address, Address Line One 4475 Executive Dr.
Entity Address, Address Line Two Suite 200
Entity Address, City or Town San Diego
Entity Address, State or Province CA
Entity Address, Postal Zip Code 92121
City Area Code (858)
Local Phone Number 794-9600
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company true
Elected Not To Use the Extended Transition Period false
Common stock, par value $0.0001 per share  
Title of 12(b) Security Common stock, par value $0.0001 per share
Trading Symbol CLDI
Security Exchange Name NYSEAMER
Redeemable warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50 per share  
Title of 12(b) Security Redeemable warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50 per share
Trading Symbol CLDIWS
Security Exchange Name NYSEAMER
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