Calidi Biotherapeutics Announces Closing of $4.25 Million Public Offering of Common Stock

Rhea-AI Summary

Calidi Biotherapeutics (NYSE American: CLDI), a clinical-stage biotechnology company focused on targeted antitumor virotherapies, has completed its previously announced public offering. The company sold 5,000,000 shares of common stock at $0.85 per share, raising gross proceeds of approximately $4.25 million.

Ladenburg Thalmann & Co. Inc. served as the exclusive placement agent for the offering, which was conducted under an effective Form S-3 registration statement. The final prospectus was filed with the SEC on January 10, 2025, and is available through the SEC's website and Ladenburg Thalmann & Co. Inc.

Positive

• Successfully raised $4.25 million in gross proceeds through public offering
• Completed offering with established investment bank as placement agent

Negative

• Share dilution due to issuance of 5 million new shares
• Low share price of $0.85 indicates potential market weakness

Insights

Financial Analyst

The $4.25 million public offering at $0.85 per share represents a significant dilution event for Calidi Biotherapeutics, particularly given their current market cap of $17.2 million. The offering price shows a substantial discount to recent trading levels, which is concerning for existing shareholders. The dilution impact is considerable, with 5,000,000 new shares being issued, effectively increasing the float by approximately 25%.

While the capital raise provides needed runway for their clinical-stage programs, the terms of this financing suggest challenging market conditions for biotech capital raising. The engagement of Ladenburg Thalmann, a mid-tier investment bank, rather than a bulge-bracket firm, may indicate institutional interest. The use of a previously filed S-3 shelf registration suggests an opportunistic raise, possibly driven by immediate capital needs rather than strategic growth plans.

The relatively small size of the offering may only provide 6-9 months of operational runway, depending on burn rate, potentially necessitating additional dilutive financing in the near term. Small-cap biotech investors should monitor cash burn and clinical milestone timing carefully.

Biotech Research Analyst

This financing, while dilutive, provides essential capital for Calidi's antitumor virotherapy platform development. The timing aligns with the broader industry trend of early-stage biotech companies securing bridge financing amid challenging market conditions. For a clinical-stage company developing complex targeted therapies, $4.25 million represents a modest raise that may only support clinical development activities.

The market's reaction to this offering price of $0.85 warrants scrutiny - it suggests investors are assigning minimal premium to Calidi's intellectual property and clinical progress in the competitive oncolytic virus space. This pricing level could impact future partnering discussions and subsequent financing rounds. The company's ability to advance its pipeline and achieve meaningful clinical milestones with this funding will be important for maintaining market confidence and supporting future capital raises at more favorable terms.

SAN DIEGO, Jan. 10, 2025 (GLOBE NEWSWIRE) -- Calidi Biotherapeutics Inc. (NYSE American: CLDI) (“Calidi”), a clinical-stage biotechnology company developing a new generation of targeted antitumor virotherapies, today announced the closing of its previously announced public offering of 5,000,000 shares of common stock at $0.85 per share for gross proceeds of approximately $4.25 million.

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

The securities described above public offering were offered pursuant to registration statements on Form S-3 (File No. 333-282456), which were declared effective by the United States Securities and Exchange Commission ("SEC") on October 10, 2024. The offering was made solely by means of a prospectus. A final prospectus relating to the offering was filed with the SEC on January 10, 2025, and is available on the SEC's website located at http://www.sec.gov. Copies of the final prospectus can be obtained at the SEC's website at http://www.sec.gov or from Ladenburg Thalmann & Co. Inc. Electronic copies of the final prospectus relating to the offering may be obtained, when available, from Ladenburg Thalmann & Co. Inc., 640 Fifth Avenue, 4th Floor, New York, New York 10019, or by telephone at (212) 409-2000, or by email at prospectus@ladenburg.com. This press release does not constitute an offer to sell or the solicitation of an offer to buy, nor will 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 (iv) Form 10-Q 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:

Dave Gentry, CEO
RedChip Companies, Inc.
1-407-644-4256
CLDI@redchip.com   

Source: Calidi Biotherapeutics, Inc.

FAQ

How much did Calidi Biotherapeutics (CLDI) raise in its January 2025 public offering?

Calidi Biotherapeutics raised gross proceeds of approximately $4.25 million through the public offering of 5,000,000 shares at $0.85 per share.

What was the share price for CLDI's January 2025 public offering?

The public offering price was $0.85 per share.

How many new shares did CLDI issue in its January 2025 offering?

Calidi Biotherapeutics issued 5,000,000 new shares of common stock in the offering.

Who was the placement agent for CLDI's January 2025 public offering?

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

When was the final prospectus for CLDI's public offering filed with the SEC?

The final prospectus was filed with the SEC on January 10, 2025.