Calidi Biotherapeutics Announces Pricing of $7.5 Million Public Offering of Common Stock

Rhea-AI Summary

Calidi Biotherapeutics (NYSE AMERICAN: CLDI) has announced the pricing of its public offering of 4,437,869 shares of common stock at $1.69 per share, expecting to raise approximately $7.5 million in gross proceeds. The offering is expected to close around November 15, 2024. Ladenburg Thalmann & Co. Inc. is serving as the exclusive placement agent. The company plans to use the net proceeds for working capital, general corporate purposes, and pre-clinical and clinical trials. The offering is being made through a shelf registration statement that was declared effective on October 10, 2024.

Positive

• Secured $7.5 million in gross proceeds through public offering
• Successfully completed shelf registration for fundraising flexibility

Negative

• Potential dilution of existing shareholders with 4,437,869 new shares
• Stock offering priced at $1.69 per share indicates relatively low valuation

Insights

Financial Analyst

The $7.5 million public offering at $1.69 per share represents significant dilution for existing shareholders, with the issuance of 4,437,869 new shares. Given Calidi's small market cap of $18 million, this offering increases the share count substantially. While the capital raise provides essential funding for clinical trials and operations, the pricing reflects challenging market conditions and suggests investor confidence. The timing and pricing indicate urgent capital needs, as biotechnology companies typically aim for better terms. Key concerns:

• Significant dilution at a relatively low price point
• The offering size represents about 42% of the current market cap
• Immediate pressure on stock price likely due to increased supply

SAN DIEGO, Nov. 14, 2024 (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 that it has priced its public offering of 4,437,869 shares of the Company’s common stock at a price of $1.69 per share.

The closing of the offering is expected to occur on or about November 15, 2024, subject to the satisfaction of customary closing conditions.

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

The gross proceeds to Calidi from the offering, before deducting the placement agent fees and other offering expenses payable by the Company, are expected to be approximately $7.5 million. Calidi intends to use the net proceeds from the offerings for working capital and for general corporate purposes and pre-clinical and clinical trials.

The securities described above (excluding the warrants and the shares of common stock underlying the warrants) are being offered pursuant to a shelf registration statement on Form S-3 (File No. 333-282456), which was declared effective by the United States Securities and Exchange Commission (“SEC”) on October 10, 2024. The registered direct offering is being made only by means of a prospectus, including a prospectus supplement, which is part of the effective registration statement, that will be filed with the SEC. 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.

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 (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

FAQ

How much did Calidi Biotherapeutics (CLDI) raise in its November 2024 public offering?

Calidi Biotherapeutics raised approximately $7.5 million in gross proceeds through a public offering of 4,437,869 shares priced at $1.69 per share.

What is the price per share for CLDI's November 2024 public offering?

The public offering was priced at $1.69 per share.

How will Calidi Biotherapeutics (CLDI) use the proceeds from its 2024 offering?

Calidi intends to use the net proceeds for working capital, general corporate purposes, and pre-clinical and clinical trials.

When is CLDI's public offering expected to close?

The offering is expected to close on or about November 15, 2024, subject to customary closing conditions.