Calidi Biotherapeutics Reports Inducement Grant Under NYSE American LLC Company Guide Section 711

Rhea-AI Summary

Calidi Biotherapeutics (NYSE American: CLDI), a clinical-stage biotechnology company focused on targeted antitumor virotherapies, has granted an inducement non-qualified stock option to its newly appointed CEO, Eric Poma, Ph.D. The stock option allows for the purchase of 726,412 shares at an exercise price of $0.469 per share, based on the closing price on April 22, 2025.

The stock options feature a four-year vesting schedule, with 25% vesting on April 22, 2026, and the remaining portion vesting in equal monthly installments through April 22, 2029. This grant was approved by the Company's Compensation Committee and Board of Directors in accordance with Section 711 of NYSE American Company Guide.

Positive

• New CEO appointment signals leadership stability
• Structured vesting schedule aligns CEO's interests with long-term company performance

Negative

• Stock option grant will result in future shareholder dilution

SAN DIEGO, April 25, 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 that in connection with the appointment of Eric Poma, Ph.D. as Chief Executive Officer , the Company’s Compensation Committee and the Board of Directors has approved the grant of an inducement non-qualified stock option for Dr. Poma for the purchase of 726,412 shares with an exercise price of $0.469, which was the closing price of the Company’s common stock on April 22, 2025, the date of grant (the “Stock Options”).

The Stock Options vest over four years with 25% of the Stock Options vesting on the one-year anniversary of the date of grant, or April 22, 2026, and the remaining Stock Options vesting in equal monthly installments thereafter until April 22, 2029. The Stock Option is subject to the terms and conditions of the Stock Option Agreement. The Stock Option is being granted as an inducement material to Mr. Poma entering into employment with the Company in accordance with Section 711 of NYSE American LLC Company Guide.

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 31, 2025. These reports may be amended or supplemented by other reports we file with the SEC from time to time.

Corporate Communications:

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

FAQ

What are the terms of CLDI's stock option grant to new CEO Eric Poma?

The grant includes 726,412 shares at $0.469 per share, vesting over 4 years with 25% vesting after one year and the remainder monthly through April 2029.

When will the first portion of CLDI's CEO stock options vest?

The first 25% of the stock options will vest on April 22, 2026, one year after the grant date.

How many shares are included in CLDI's inducement grant to Dr. Poma?

The inducement grant includes 726,412 shares with an exercise price of $0.469 per share.

What is the exercise price for CLDI's CEO stock option grant?

The exercise price is $0.469 per share, based on CLDI's closing price on April 22, 2025.