Calidi Biotherapeutics Announces Closing of $3.9 Million Registered Direct Offering and Concurrent Private Placement

Rhea-AI Summary

Calidi Biotherapeutics (NYSE AMERICAN: CLDI) has successfully closed its previously announced registered direct offering and concurrent private placement, raising $3.9 million in gross proceeds. The transaction includes:

• 3,325,000 shares of common stock
• Pre-funded warrants for 2,728,000 shares at $0.001 exercise price
• Series G warrants for 6,053,000 shares at $0.6954 exercise price

The combined offering price was set at $0.65 per share. The Series G warrants will be exercisable after six months and expire seven and a half years following the initial exercise date. Ladenburg Thalmann & Co. Inc. served as the exclusive placement agent. The company plans to use the proceeds for working capital, general corporate purposes, and advancing its pre-clinical and clinical programs.

Positive

• Secured $3.9 million in immediate funding
• No variable or price-based resets in securities
• Pre-funded warrants provide near-term exercise potential

Negative

• Offering price of $0.65 may indicate share price pressure
• Significant potential dilution with 6,053,000 additional warrants
• Small offering size suggests operational runway

Insights

Financial Analyst

Calidi Biotherapeutics has secured $3.9 million in financing through a combined registered direct offering and private placement with a single institutional investor. The transaction included 3,325,000 common shares and pre-funded warrants for 2,728,000 additional shares at $0.65 per unit, representing a 14.8% premium to the current share price of $0.5662. The company also issued Series G warrants for 6,053,000 shares at an exercise price of $0.6954.

This capital raise is significant for Calidi as it represents approximately 25% of its current $15.5 million market capitalization. For a clinical-stage biotech company without commercial products or revenue streams, this injection provides essential funding to advance their pre-clinical and clinical immunotherapy programs.

The premium pricing is particularly noteworthy in the biotech sector, where financing often occurs at discounts to market price. This suggests a level of institutional confidence in Calidi's potential. The absence of variable or price-based resets in these securities is also positive, preventing unpredictable future dilution scenarios.

However, investors should carefully consider the dilutive impact. Between the common shares, pre-funded warrants, and Series G warrants, this transaction adds potential for over 12 million new shares, representing substantial dilution for existing shareholders. If all Series G warrants are eventually exercised, this could bring an additional $4.2 million but would further dilute ownership.

While this financing extends Calidi's operational runway, the announcement lacks specificity about which clinical programs will receive priority funding or how long this capital will sustain operations.

SAN DIEGO, March 31, 2025 (GLOBE NEWSWIRE) -- Calidi Biotherapeutics, Inc. (NYSE AMERICAN: CLDI) (“Calidi” or the “Company”), a clinical-stage biotechnology company developing a new generation of targeted immunotherapies, today announced the closing of its previously announced registered direct offering, with a single institutional investor, for the issuance and sale of 3,325,000 shares of the Company’s common stock, and pre-funded warrants to purchase up to 2,728,000 shares of Common Stock. In a concurrent private placement, the Company issued and sold to the investor Series G common warrants to purchase up to an aggregate of 6,053,000 shares common stock.

The combined offering price for each share of common stock (or pre-funded warrant in lieu thereof) and accompanying warrants was $0.65 (or $0.649 with respect to the pre-funded warrants). The pre-funded warrants have an exercise price of $0.001 per share, are exercisable immediately upon issuance, and will not expire until fully exercised. The Series G warrants have an exercise price of $0.6954 per share, are exercisable six (6) months from the date of issuance and will expire seven and one-half years following the initial exercise date. The securities issued in this transaction do not contain any variable or priced based resets.

Ladenburg Thalmann & Co. Inc. acted as exclusive placement agent for the offerings.

The closing of the registered direct offering and the concurrent private placement occurred on March 31, 2025. The gross proceeds to Calidi from the registered direct offering and the concurrent private placement, before deducting the placement agent fees and other offering expenses payable by the Company, were approximately $3.9 million. Calidi intends to use the net proceeds from the offerings for working capital and for general corporate purposes and to advance its pre-clinical and clinical programs.

The securities described above (excluding the series G warrants and the shares of common stock underlying the series G warrants) were offered pursuant to a shelf registration statement on Form S-3 (File No. 333-284229), declared effective by the United States Securities and Exchange Commission (“SEC”) on February 7, 2025. The registered direct offering was made only by means of a prospectus, including a prospectus supplement, which is part of the effective registration statement, filed with the SEC on March 28, 2025. Electronic copies of the final prospectus supplement and accompanying prospectus may be obtained, when available, on the SEC’s website at http://www.sec.gov or by contacting Ladenburg Thalmann & Co. Inc., Prospectus Department, 640 Fifth Avenue, 4th Floor, New York, New York 10019 or by email at prospectus@ladenburg.com.

The series G warrants described above were offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”), and Regulation D promulgated thereunder and, along with the shares of common stock underlying such series G warrants, have not been registered under the Act, or applicable state securities laws. Accordingly, the series G warrants and the underlying shares of common stock may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Act and such applicable state securities laws.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described therein, nor shall there be any sales of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such 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. Calidi’s preclinical off-the-shelf enveloped virotherapies, are designed to target disseminated solid tumors. 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 upcoming key milestones (including the reporting of interim clinical results and the dosing of patients), 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 Registration Statements filed with the SEC on (i) Form S-4 filed on August 2, 2023 and the corresponding prospectus filed on August 4, 2023, and (ii) on Form S-1 filed on April 15, 2024, and the Company’s periodic reports filed with the SEC on (i) Form 10-K filed on March 15, 2024, (ii) Form 10-Q filed on May 14, 2024, (iii) Form 10-Q filed on August 13, 2024, and Form 10Q filed on November 12, 2024. These reports may be amended or supplemented by other reports we file with the SEC from time to time.

For Investors and Media:
Dave Gentry, CEO
RedChip Companies, Inc.
1-407-644-4256
CLDI@redchip.com

FAQ

How much did Calidi Biotherapeutics (CLDI) raise in their March 2025 offering?

Calidi Biotherapeutics raised $3.9 million in gross proceeds through a registered direct offering and concurrent private placement.

What is the exercise price for CLDI's Series G warrants issued in March 2025?

The Series G warrants have an exercise price of $0.6954 per share.

When will CLDI's Series G warrants from the March 2025 offering become exercisable?

The Series G warrants become exercisable six months from issuance and expire seven and a half years after the initial exercise date.

How does CLDI plan to use the proceeds from their March 2025 offering?

Calidi plans to use the proceeds for working capital, general corporate purposes, and advancing their pre-clinical and clinical programs.