FLAG First Light Acquisition Group Inc

 

 

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 Drive, Suite 200, San Diego, California		92121
(Address of principal executive offices)		(Zip Code)

 

(858) 794-9600

(Registrant’s telephone number, including area code)

 

N/A

(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(s)		Name of Each Exchange on Which Registered
Common stock, par value $0.0001 per share		CLDI		NYSE American LLC
Warrants, each whole warrant exercisable for one share of common stock		CLDI WS		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.

 

On April 16, 2024, Calidi Biotherapeutics, Inc. (“we,” “our,” or the “Company”) agreed to sell in a public offering an aggregate of 13,232,500 Common Stock Units and 1,965,000 Pre-Funded Warrant Units (“PFW Units”) at an effective combined purchase price of $0.40 per Common Stock Unit or PFW Unit for aggregate gross proceeds of approximately $6.077 million before deducting placement agent fees and offering expenses payable by the Company (the “Offering”).

 

Each Common Stock Unit consists of: (i) one share of our voting common stock (“common stock” or “Common Stock”), (ii) a Series A warrant to purchase one share of our common stock (the “Series A Warrant”), (iii) a Series B warrant to purchase one Series B Unit (the “Series B Warrant”), with each Series B Unit consisting of (a) one share of our common stock and (b) a Series B-1 Warrant to purchase one share of our common stock (the “Series B-1 Warrant”), and (iv) a Series C warrant to purchase one Series C Unit (the “Series C Warrant”), with each Series C Unit consisting of (a) one share of our common stock and (b) a Series C-1 Warrant to purchase one share of our common stock (“Series C-1 Warrant,” and together with the Series A Warrant, Series B Warrant, Series B-1 Warrant and Series C Warrant, the “Common Warrants”). The Series A Warrants, Series B Warrants, Series B-1 Warrants, the Series C Warrants and the Series C-1 Warrants will have an initial exercise price of $0.60 per share. The Series A Warrants, Series B Warrants and Series C Warrants are exercisable immediately. The Series A Warrants will expire five years from issuance; the Series B Warrants will expire twelve months issuance; the Series B-1 Warrants will only be issued upon exercise of the Series B Warrants and will be expire five years from the date of issuance; the Series C Warrants will expire four months from issuance; and the Series C-1 Warrants will only be issued upon exercise of the Series C Warrants and will expire five years from the date of issuance.

 

Each PFW Unit consists of: (i) a pre-funded warrant to purchase one share of our common stock (the “Pre-Funded Warrants,” together with the Common Stock and Common Warrants, the “Securities”), (ii) a Series A Warrant, (iii) a Series B Warrant and (iv) a Series C Warrant. The Common Warrants included in the PFW Units are identical to the Common Warrants included in the Common Stock Units. Each Pre-Funded Warrant is exercisable for one share of common stock at a nominal exercise price of $0.001 per share of common stock, which were pre-funded to us on or prior to the initial exercise date, and no additional consideration other than the nominal exercise price will be required to be paid by the holder to effect any exercise of the Pre-Funded Warrants. The purchase price per PFW Unit is equal to the purchase price per Common Stock Unit of $0.40 less $0.001. Each Pre-Funded Warrant is exercisable upon issuance and will expire when exercised in full.

 

The exercise price of the Common Warrants is subject to adjustment upon the effectiveness of a reverse stock split. Upon a reverse stock split, the exercise price shall be reduced, and only reduced, to the lesser of (i) the then exercise price and (ii) 90% of the lowest VWAP for the five (5) trading day period subsequent to the effective date of the reverse stock split which shall thereafter be the new exercise price, subject to further possible adjustment. In addition, the exercise price of the Common Warrants is subject to certain adjustments, including stock dividends, stock splits, combinations and reclassifications of the Company’s Common Stock. In the event of a fundamental transaction, as described in the Common Warrants, each of the holders of the Common Warrants will have the right to exercise its Common Warrant and receive the same amount and kind of securities, cash or property as such holder would have been entitled to receive upon the occurrence of such fundamental transaction if such holder had been, immediately prior to such fundamental transaction, the holder of shares of the Company’s Common Stock issuable upon the exercise of its Common Warrant. Additionally, in the event of a fundamental transaction within the Company’s control, as described in the Common Warrants, each holder of the Common Warrants will have the right to require the Company to repurchase the unexercised portion of its Common Warrant at its fair value using a variant of the Black Scholes option pricing formula. In the event of a fundamental transaction that is not within the Company’s control, each holder of the Common Warrants will have the right to require the Company or a successor entity to redeem the unexercised portion of its Common Warrant for the same consideration paid to the holders of the Company’s Common Stock in the fundamental transaction at the unexercised Comon Warrant’s fair value using a variant of the Black Scholes option pricing formula.

 

 

The Securities were sold pursuant to a Securities Purchase Agreement (the “Purchase Agreement”) with each purchaser identified on the signature pages thereto (each, a “Purchaser”) or pursuant to a prospectus which was part of an effective registration statement on Form S-1, as amended (File No. 333-276741), filed with the Securities and Exchange Commission. The Purchase Agreement includes customary representations, warranties and covenants by the Company and the Purchasers, and the Company has agreed to provide the Purchasers with customary indemnification under the Purchase Agreement. The closing of the Offering (the “Offering Closing”) occurred on April 18, 2024. The Common Stock Units and PFW Units sold in the Offering are immediately separable and the underlying securities were issued separately in the Offering.

 

Pursuant to the Purchase Agreement, we have agreed to hold a meeting of stockholders on or prior to the seventy-fifth (75th) calendar day following the Offering Closing for the purpose of obtaining shareholder approval to consummate a reverse stock split of our common stock. Each of our officers and directors have agreed to enter into voting agreements to vote all shares of common stock over which they have voting control to approve, among other proposals, an amendment to our Certificate of Incorporation, as amended, to effect a reverse stock split with respect to our issued and outstanding common stock at a ratio to be determined by the Board of Directors.

 

Further, related to the Offering, on April 14, 2024, we amended a convertible promissory, as amended, with an investor in the aggregate amount of $1,500,000 which states that if the holder thereof participates in the offering, under the same terms and conditions as other investors, in the amount equal to the principal amount of the convertible promissory note, the proceeds from the sale of Securities to the promissory noteholder would be used to pay off the convertible promissory note. Such convertible promissory noteholder participated in the Offering and the convertible promissory note, as well as another convertible promissory note in the principal amount of $100,000, will be paid off upon the closing of the Offering.

 

Concurrently with the Purchase Agreement, we entered into a Placement Agency Agreement (the “Placement Agency Agreement”) with Ladenburg Thalmann & Co., Inc. (“Placement Agent”). Ladenburg Thalmann acted as the exclusive Placement Agent in connection with the Offering. As compensation, we agreed to pay the Placement Agent a cash fee equal to 8.0% of the aggregate gross proceeds of the Offering. In addition, we agreed to reimburse the Placement Agent for certain of its offering-related expenses, including a management fee of 1.0% of the gross proceeds raised in the Offering and to reimburse the Placement Agent for its legal fees and expenses and other out-of-pocket expenses in an amount up to $125,000. Further, we issued to the Placement Agent warrants to purchase up to 759,875 shares of common stock (which represents 5% of the aggregate number of shares of common stock issued in the Offering) with an exercise price of $0.66 per share (representing 165% of the public offering price) and exercisable for five years from the date of the commencement of sales in the Offering. We also agreed to provide the Placement Agent with customary indemnification under the Placement Agency Agreement.

 

The forgoing descriptions of the Placement Agency Agreement, Pre-Funded Warrants, Series A Warrant, Series B Warrant, Series B-1 Warrant, Series C Warrant, Series C-1 Warrant, Securities Purchase Agreement, Voting Agreement and Amendment to Convertible Promissory Note are qualified in their entirety by reference to the form of Placement Agency Agreement, Pre-Funded Warrants, Series A Warrant, Series B Warrant, Series B-1 Warrant, Series C Warrant, Series C-1 Warrant, Securities Purchase Agreement, Voting Agreement and Amendment to Convertible Promissory Note previously filed as Exhibits 1.1, 4.5, 4.6, 4.7 4.10, 4.11, 4.12 4.38, 10.49 and 10.51 to the Company’s registration statement on Form S-1, as amended (File No. 333-276741), and is incorporated herein by reference to this Form 8-K.

 

Item 7.01 Regulation FD Disclosure.

 

On April 19, 2024, the Company issued a press release announcing the closing of a $6.1 million public offering. The full text of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. and is incorporated herein by reference.

 

The information reported under Item 7.01 in this Current Report on Form 8-K, including Exhibit 99.1, is being “furnished” and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any information contained herein.

 

 

Item 8.01 Other Events

 

Pursuant to the Purchase Agreement, our Board of Directors has determined stockholders of record of the Company’s common stock at the close of business on April 26, 2024 will be entitled to notice of, and to vote at, a meeting of stockholders which will be held on or prior to the seventy-fifth (75th) calendar day following the Offering Closing for the purpose of obtaining shareholder approval to consummate a reverse stock split of our common stock.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.		Description
4.13		Form of Global Warrant Certificate
99.1		Press Release – Calidi Biotherapeutics, Inc. Announces Closing of $6.1 Million Public Offering
104		Cover Page Integrative Data File (embedded within the Inline XBRL document)

 

 

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 19, 2024
	By:	/s/ Andrew Jackson
	Name:	Andrew Jackson
	Title:	Chief Financial Officer

 

 

Exhibit 4.13

 

[face]

 

[UNLESS THIS GLOBAL CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

 

TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE WARRANT AGENT AGREEMENT.

 

ANY TRANSFER OF THE SECURITIES REPRESENTED BY THIS GLOBAL WARRANT CERTIFICATE IS SUBJECT TO THE CONDITIONS SPECIFIED IN THE WARRANT AGENCY AGREEMENT (THE “WARRANT AGREEMENT”) DATED AS OF APRIL 18, 2024 BETWEEN CALIDI BIOTHERAPEUTICS, INC. AND EQUINITI TRUST COMPANY, SOLELY IN ITS CAPACITY AS WARRANT AGENT. BY ACCEPTING DELIVERY OF THE SECURITIES REPRESENTED BY THIS GLOBAL WARRANT CERTIFICATE, ANY TRANSFEREE SHALL BE DEEMED TO HAVE AGREED TO BE BOUND BY THE WARRANT AGREEMENT AS IF THE TRANSFEREE HAD EXECUTED AND DELIVERED THE WARRANT AGREEMENT.]

 

 

EXERCISABLE ON OR AFTER APRIL 18, 2024

AND UNTIL 5:00 P.M. (NEW YORK TIME) ON THE EXPIRATION DATE

 

CALIDI BIOTHERAPEUTICS, INC.

 

GLOBAL WARRANT CERTIFICATE

EVIDENCING

[SERIES A/SERIES B/SERIES C/PRE-FUNDED] WARRANTS

 

Certificate No.: [_____]		CUSIP No.: [______]
Number of Warrants: [_____]		Issue Date: [_______]

 

This certifies that [_____], or registered assigns, is the registered holder of the number of Warrants set forth above (the “Warrants”). Each Warrant entitles its registered holder to purchase from Calidi Biotherapeutics, Inc., a Delaware corporation (the “Company”) at any time prior to 5:00 P.M. (New York City time) on [_____], 20[__], [one share of common stock, par value $0.0001 per share, of the Company (each, a “Warrant Share” and collectively, the “Warrant Shares”)][_______ Units (each a “Unit” and collectively, the “Units”), each Unit consisting of: (i) one share of common stock, par value $0.0001 per share, of the Company (each, a “Warrant Share” and collectively, the “Warrant Shares”) and (ii) a _____ Warrant to purchase one share of Common Stock] at an exercise price of $[ ] per [Warrant Share][Unit] (the “Exercise Price”), subject to possible adjustments as provided in the Warrant Agreement (as defined below). The Exercise Price and number of shares of Common Stock and/or type of securities issuable upon exercise of the Warrants are subject to adjustment upon the occurrence of certain events as set forth in the Warrant Agreement. The Warrants evidenced by this Global Warrant Certificate shall not be exercisable after and shall terminate and become void as of 5:00 P.M., New York time, on [_____], 20[__] (the “Expiration Date”).

 

Reference is hereby made to the further provisions of this Global Warrant Certificate set forth on the reverse hereof and such further provisions shall for all purposes have the same effect as though fully set forth at this place.

 

The Warrants evidenced by this Global Warrant Certificate do not entitle any Holder to any of the rights of a stockholder of the Company.

 

This Global Warrant Certificate and the Warrant Agreement are subject to amendment as provided in the Warrant Agreement.

 

This Global Warrant Certificate shall not be valid unless countersigned by the Warrant Agent, as such term is used in the Warrant Agreement.

 

This Global Warrant Certificate shall be governed by and construed in accordance with the internal laws of the State of New York, without regard to conflicts of laws principles thereof.

 

[The remainder of this page has been left intentionally blank.]

 

 

IN WITNESS WHEREOF, the undersigned have caused this Global Warrant Certificate to be executed as of this 18^th day of April, 2024.

 

	CALIDI BIOTHERAPEUTICS, INC.
	By:
	Name:	Andrew Jackson
	Title:	Chief Financial Officer

 

Countersigned:

 

EQUINIT TRUST COMPANY, LLC

as Warrant Agent

 

By:
Name:
Title:

 

[Signature page to Global Warrant Certificate]

 

 

[Reverse]

 

GLOBAL WARRANT CERTIFICATE

EVIDENCING

[SERIES A/SERIES B/SERIES C/PRE-FUNDED] WARRANTS

 

The Warrants evidenced hereby are one of a duly authorized issue of Warrants of the Company designated as [_______] Warrants, limited in the aggregate number to [_______] issued or to be issued pursuant to a Warrant Agency Agreement dated as of April 18, 2024 (the “Warrant Agreement”), duly executed and delivered by the Company to Equiniti Trust Company, LLC, a New York corporation, as warrant agent (the “Warrant Agent”), which Warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a description of the rights, limitation of rights, obligations, duties and immunities thereunder of the Warrant Agent, the Company and the holders (the words “holders” or “holder” meaning the Registered Holders or Registered Holder) of the Warrants. A copy of the Warrant Agreement may be obtained by the holder hereof upon written request to the Company. Defined terms used in this Global Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement.

 

Warrants may be exercised at any time before the Expiration Date. The holder of Warrants evidenced by this Warrant Certificate may exercise them by surrendering this Warrant Certificate, with the form of election to purchase set forth hereon properly completed and executed, together with payment of the Exercise Price as specified in the Warrant Agreement (or through “cashless exercise” as provided for in the Warrant Agreement) at the principal corporate trust office of the Warrant Agent. In the event that upon any exercise of Warrants evidenced hereby the number of Warrants exercised shall be less than the total number of Warrants evidenced hereby, there shall be issued to the holder hereof or his, her or its assignee, a new Warrant Certificate evidencing the number of Warrants not exercised.

 

Notwithstanding anything else in this Global Warrant Certificate or the Warrant Agreement, no Warrant may be exercised unless at the time of exercise (i) a registration statement covering the Common Stock to be issued and/or the type of securities issuable upon exercise of the Warrants is effective under the Securities Act and (ii) a prospectus thereunder relating to the Common Stock and/or the type of securities issuable is current, except through “cashless exercise” as provided for in the Warrant Agreement or another exemption from registration.

 

The Warrant Agreement provides that upon the occurrence of certain events the Exercise Price set forth in this Global Warrant Certificate may, subject to certain conditions, be adjusted, and that upon the occurrence of certain events the number of shares of Common Stock and/or the type of securities issuable upon the exercise of the Warrants evidenced by this Global Warrant Certificate shall be adjusted. No fractional share of Common Stock will be issued upon the exercise of the Warrants evidenced by this Global Warrant Certificate. Whenever any fraction of a share of Common would otherwise be required to be issued or distributed, the actual issuance or distribution shall be made in accordance with Section 13 of the Warrant Agreement.

 

Warrant Certificates, when surrendered at the principal corporate trust office of the Warrant Agent by the Registered Holder thereof in person or by legal representative or attorney duly authorized in writing, may be exchanged, in the manner and subject to the limitations provided in the Warrant Agreement, but without payment of any service charge, for another Warrant Certificate or Warrant Certificates of like tenor evidencing in the aggregate a like number of Warrants.

 

Upon due presentation for registration of transfer of this Warrant Certificate at the office of the Warrant Agent a new Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange for this Warrant Certificate, subject to the limitations provided in the Warrant Agreement, without charge except for any tax or other governmental charge imposed in connection therewith.

 

The Company and the Warrant Agent may deem and treat the Registered Holder(s) hereof as the absolute owner(s) of this Global Warrant Certificate (notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution to the holder(s) hereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary. Neither the Warrants nor this Global Warrant Certificate entitles any holder hereof to any rights of a stockholder of the Company.

 

 

Form of Election to Purchase

 

(To Be Executed Upon Exercise of Warrant)

 

To: CALIDI BIOTHERAPEUTICS, INC.

 

(1) In accordance with and subject to the terms and conditions hereof and of the Warrant Agency Agreement dated as of April 18, 2024 (the “Warrant Agreement”), the undersigned registered Holder of this Global Warrant Certificate hereby irrevocably elects to exercise _______________ Warrants evidenced by this Global Warrant Certificate and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.

 

(2) Payment shall take the form of (check applicable box):

 

[    ] in lawful money of the United States; or

 

[    ] if permitted, the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection 2(c), to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth in subsection 2(c).

 

(3) Please issue said Warrant Shares in the name of the undersigned or in such other name as is specified below:

 

_______________________________

 

The Warrant Shares shall be delivered to the following DWAC Account Number:

 

_______________________________

 

_______________________________

 

_______________________________

 

[SIGNATURE OF HOLDER]

 

Name of Investing Entity:_________________________________________________________

Signature of Authorized Signatory of Investing Entity:___________________________________

Name of Authorized Signatory:_____________________________________________________

Title of Authorized Signatory:______________________________________________________

Date:__________________________________________________________________________

 

 

FORM OF ASSIGNMENT

 

(To assign the foregoing Warrant, execute this form and supply required information. Do not use this form to exercise the Warrant to purchase shares.)

 

FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to:

 

Name:	______________________________________
	(Please Print)
Address:	______________________________________
Phone Number:   Email Address:	(Please Print)   ______________________________________   ______________________________________
Dated: _______________ __, ______
Holder’s Signature:_____________________________
Holder’s Address:______________________________

 

 

Exhibit 99.1

 

 

Calidi Biotherapeutics, Inc. Announces Closing of $6.1 Million Public Offering

 

San Diego, Calif., April 19, 2024- Calidi Biotherapeutics, Inc. (NYSE American: CLDI or “Calidi”), a clinical-stage biotechnology company developing a new generation of targeted immunotherapies, today announced the closing of its previously announced public offering of 15,197,500 shares of common stock (or pre-funded warrants in lieu thereof) and accompanying Series A Common Warrants, Series B Unit Warrants, with each unit consisting of one share of common stock and a Series B-1 Common Warrant and Series C Unit Warrants, with each unit consisting of one share of common stock and a Series C-1 Common Warrant at an effective combined price of $0.40 per share and common warrants for aggregate gross proceeds of approximately $6.1 million, before deducting placement agent fees and other offering expenses. The common warrants will have an exercise price of $0.60 per share, and the Series A Common Warrants, Series B Unit Warrant and Series C Unit Warrant will be exercisable immediately. The common warrants will expire in five years (with respect to the Series A Common Warrant, the Series B-1, Warrant and the Series C-1 Common Warrant), twelve months (with respect to the Series B common warrants) and four months (with respect to the Series C common warrants) from the issuance date.

 

The Company intends to use the net proceeds of the offering for working capital and general corporate purposes, and pre-clinical and clinical trials, as well as the repayment of certain debt.

 

Ladenburg Thalmann & Co. Inc. acted as the sole placement agent of the offering.

 

The securities described above are being offered pursuant to a registration statement on Form S-1, as amended, (File No. 333-276741) that was declared effective by the Securities and Exchange Commission (“SEC”) on April 15, 2024. The offering was made only by means of a prospectus. Copies of the prospectus relating to the offering may be obtained on the SEC’s website located at http://www.sec.gov. or from Ladenburg Thalmann & Co. Inc., 640 Fifth Avenue, 4^th Floor, New York, New York 10019, or by telephone at (212) 409-2000, or by email at prospectus@ladenburg.com.

 

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation, or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

 

About Calidi Biotherapeutics:

 

Calidi Biotherapeutics (NYSE American: CLDI) is a clinical-stage immuno-oncology company with proprietary technology designed to arm the immune system to fight cancer. Calidi’s novel stem cell-based platforms are utilizing potent allogeneic stem cells capable of carrying payloads of oncolytic viruses for use in multiple oncology indications, including high-grade gliomas and solid tumors. Calidi’s clinical stage off-the-shelf, universal cell-based delivery platforms are designed to protect, amplify, and potentiate oncolytic viruses leading to enhanced efficacy and improved patient safety. This dual approach can potentially treat, or even prevent, metastatic disease. Calidi Biotherapeutics is headquartered in San Diego, California. For more information, please visit www.calidibio.com

 

Forward-Looking Statements

 

This press release may contain forward-looking statements for purposes of the “safe harbor” provisions under the United States Private Securities Litigation Reform Act of 1995. Terms such as “anticipates,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predicts,” “project,” “should,” “towards,” “would” as well as similar terms, are forward-looking in nature, but the absence of these words does not mean that a statement is not forward-looking. These forward looking statements include, but are not limited to, statements concerning use of proceeds from the offering, that the closing of offering will occur or will occur on the anticipated closing date, upcoming key milestones, planned clinical trials, and statements relating to the safety and efficacy of Calidi’s therapeutic candidates in development. Any forward-looking statements contained in this discussion are based on Calidi’s current expectations and beliefs concerning future developments and their potential effects and are subject to multiple risks and uncertainties that could cause actual results to differ materially and adversely from those set forth or implied in such forward-looking statements. These risks and uncertainties include, but are not limited to, the risk that Calidi is not able to raise sufficient capital to support its current and anticipated clinical trials, the risk that early results of clinical trials do not necessarily predict final results and that one or more of the clinical outcomes may materially change following more comprehensive review of the data, and as more patient data becomes available, the risk that Calidi may not receive FDA approval for some or all of its therapeutic candidates. Other risks and uncertainties are set forth in the section entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in the Company’s Form 10-K filed on March 15, 2024, and Final Prospectus filed on April 17, 2024.

 

For Investors:

 

Stephen Jasper

Gilmartin Group

stephen@gilmartinir.com

 

For Media:

 

Stephen Thesing

ir@calidibio.com

 

 

v3.24.1.u1

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 Drive
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
Warrants, each whole warrant exercisable for one share of common stock
Title of 12(b) Security	Warrants, each whole warrant exercisable for one share of common stock
Trading Symbol	CLDI WS
Security Exchange Name	NYSEAMER

---