Calidi Biotherapeutics SEC Filings

Calidi Biotherapeutics, Inc. reported the final voting results from its 2026 Annual Meeting of Stockholders held on June 12, 2026. As of the April 17, 2026 record date, 15,228,625 shares of common stock were outstanding and entitled to vote, and 8,420,006 shares were represented, constituting about 55.29% and forming a quorum.

All proposals submitted to stockholders were approved. Director nominee Scott Leftwich received 3,267,620 votes for and 1,376,756 withheld, with 3,584,915 broker non-votes. Other proposals received majorities of votes cast, and no additional business beyond a potential adjournment proposal, which was not needed, was considered.

Calidi Biotherapeutics, Inc. entered into a material definitive agreement by issuing an amended and restated warrant in a private placement. The warrant allows the holder to purchase up to 17,391,304 shares of common stock at an exercise price of $0.23 per share, with exercise conditioned on stockholder approval.

The revision increases the Minimum Vesting Acquisition Amount from $500,000 to $1,000,000 and extends the Vesting Termination Date from July 8, 2026 to September 30, 2026. The transaction relies on Section 4(a)(2) and Rule 506(b) under the Securities Act, with the holder represented as an accredited investor.

Calidi Biotherapeutics, Inc. entered into a material definitive agreement by issuing an amended and restated warrant in a private placement. The warrant allows the holder to purchase up to 17,391,304 shares of common stock at an exercise price of $0.23 per share, with exercise conditioned on stockholder approval.

The revision increases the Minimum Vesting Acquisition Amount from $500,000 to $1,000,000 and extends the Vesting Termination Date from July 8, 2026 to September 30, 2026. The transaction relies on Section 4(a)(2) and Rule 506(b) under the Securities Act, with the holder represented as an accredited investor.

CALIDI BIOTHERAPEUTICS, INC. reporting persons Armistice Capital, LLC and Steven Boyd state beneficial ownership of 1,111,732 shares of Common Stock, representing 9.99% of the class as of 03/31/2026. Armistice Capital notes it is the investment manager of the Master Fund and exercises voting and investment power over the securities held by the Master Fund; the Master Fund disclaims beneficial ownership by virtue of the Investment Management Agreement.

CALIDI BIOTHERAPEUTICS, INC. reporting persons Armistice Capital, LLC and Steven Boyd state beneficial ownership of 1,111,732 shares of Common Stock, representing 9.99% of the class as of 03/31/2026. Armistice Capital notes it is the investment manager of the Master Fund and exercises voting and investment power over the securities held by the Master Fund; the Master Fund disclaims beneficial ownership by virtue of the Investment Management Agreement.

Calidi Biotherapeutics reported another quarterly loss as it continues to develop its oncology platforms and has raised substantial doubt about its ability to continue as a going concern. For the three months ended March 31, 2026, the company recorded a net loss of $4.1 million, improving from a $5.1 million loss a year earlier as operating expenses declined.

Cash and restricted cash totaled $6.9 million at March 31, 2026, while operating activities used $4.1 million of cash in the quarter, highlighting limited runway. The company funded operations mainly through equity offerings, including a March 2026 marketed public offering, which helped increase total equity to $4.9 million. However, an accumulated deficit of $145.7 million and significant warrant overhang underscore its reliance on future capital raises.

Calidi Biotherapeutics reported another quarterly loss as it continues to develop its oncology platforms and has raised substantial doubt about its ability to continue as a going concern. For the three months ended March 31, 2026, the company recorded a net loss of $4.1 million, improving from a $5.1 million loss a year earlier as operating expenses declined.

Cash and restricted cash totaled $6.9 million at March 31, 2026, while operating activities used $4.1 million of cash in the quarter, highlighting limited runway. The company funded operations mainly through equity offerings, including a March 2026 marketed public offering, which helped increase total equity to $4.9 million. However, an accumulated deficit of $145.7 million and significant warrant overhang underscore its reliance on future capital raises.

Calidi Biotherapeutics reported first quarter 2026 results showing a net loss attributable to common stockholders of $4.4 million, or $0.43 per share, compared with a net loss of $5.0 million, or $2.21 per share, a year earlier.

Research and development expenses were $2.6 million, slightly higher than in 2025, while general and administrative expenses declined to $1.6 million from $2.6 million, reducing overall operating costs. Total other income turned modestly positive, helping narrow the loss.

The company ended March 31, 2026 with $6.6 million in cash and $0.2 million in restricted cash, up from $5.6 million and $0.2 million at year-end 2025. Calidi continues advancing its RedTail platform, including lead candidate CLD-401 in IND-enabling studies, and plans to submit an IND application by the end of 2026.

Calidi Biotherapeutics reported first quarter 2026 results showing a net loss attributable to common stockholders of $4.4 million, or $0.43 per share, compared with a net loss of $5.0 million, or $2.21 per share, a year earlier.

Research and development expenses were $2.6 million, slightly higher than in 2025, while general and administrative expenses declined to $1.6 million from $2.6 million, reducing overall operating costs. Total other income turned modestly positive, helping narrow the loss.

The company ended March 31, 2026 with $6.6 million in cash and $0.2 million in restricted cash, up from $5.6 million and $0.2 million at year-end 2025. Calidi continues advancing its RedTail platform, including lead candidate CLD-401 in IND-enabling studies, and plans to submit an IND application by the end of 2026.

Calidi Biotherapeutics, Inc. entered into a private financing arrangement by issuing a warrant to an accredited investor on May 6, 2026. The warrant allows the holder to purchase up to 17,391,304 shares of common stock at an exercise price of $0.23 per share.

The warrant first becomes exercisable on September 8, 2026 and vests in proportion to any issuances of up to $4.0 million of common stock that the investor and the company may agree to complete in registered offerings prior to July 8, 2026. Neither party is obligated to proceed with any such stock issuances.

The warrant and the shares issuable upon its exercise were issued as an unregistered offering relying on Section 4(a)(2) of the Securities Act and Rule 506(b), based on the investor’s status as an accredited investor. The warrant form was filed as an exhibit for reference.

Calidi Biotherapeutics, Inc. entered into a private financing arrangement by issuing a warrant to an accredited investor on May 6, 2026. The warrant allows the holder to purchase up to 17,391,304 shares of common stock at an exercise price of $0.23 per share.

The warrant first becomes exercisable on September 8, 2026 and vests in proportion to any issuances of up to $4.0 million of common stock that the investor and the company may agree to complete in registered offerings prior to July 8, 2026. Neither party is obligated to proceed with any such stock issuances.

The warrant and the shares issuable upon its exercise were issued as an unregistered offering relying on Section 4(a)(2) of the Securities Act and Rule 506(b), based on the investor’s status as an accredited investor. The warrant form was filed as an exhibit for reference.

Calidi Biotherapeutics, Inc. is asking stockholders to vote at a virtual annual meeting on June 12, 2026, with a record date of April 17, 2026. Proposals include electing one Class III director, ratifying CBIZ CPAs P.C. as auditor, and authorizing a reverse stock split between 1-for-2 and 1-for-16 at the board’s discretion.

Stockholders will also consider increasing the 2023 Equity Incentive Plan share authorization from 282,815 to 1,950,000 shares and an adjournment proposal to allow extra time to gather votes if needed. There were 15,228,625 shares of voting common stock outstanding as of the record date.

Calidi Biotherapeutics, Inc. is asking stockholders to vote at a virtual annual meeting on June 12, 2026, with a record date of April 17, 2026. Proposals include electing one Class III director, ratifying CBIZ CPAs P.C. as auditor, and authorizing a reverse stock split between 1-for-2 and 1-for-16 at the board’s discretion.

Stockholders will also consider increasing the 2023 Equity Incentive Plan share authorization from 282,815 to 1,950,000 shares and an adjournment proposal to allow extra time to gather votes if needed. There were 15,228,625 shares of voting common stock outstanding as of the record date.

Calidi Biotherapeutics, Inc. announced that director Allan J. Camaisa plans to let his Board term expire at the Company’s 2026 annual stockholder meeting. The Company states his decision is not due to any disagreement over operations, policies or practices.

Following this notice, the Board approved a reduction in its size from six to five directors, effective at the 2026 annual stockholder meeting, by eliminating the Class III director seat that will become vacant. On April 1, 2026, the Board also appointed Class III director Scott Leftwich to the Audit Committee, effective immediately.

Calidi Biotherapeutics, Inc. announced that director Allan J. Camaisa plans to let his Board term expire at the Company’s 2026 annual stockholder meeting. The Company states his decision is not due to any disagreement over operations, policies or practices.

Following this notice, the Board approved a reduction in its size from six to five directors, effective at the 2026 annual stockholder meeting, by eliminating the Class III director seat that will become vacant. On April 1, 2026, the Board also appointed Class III director Scott Leftwich to the Audit Committee, effective immediately.

Calidi Biotherapeutics, Inc. filed its annual report for the year ended December 31, 2025, outlining a high-risk biotech profile focused on oncolytic virus cancer therapies. The company has no approved products, has not generated revenue from product sales, and has incurred significant operating losses.

Management discloses it has insufficient cash to continue operations for the next 12 months, creating substantial doubt about its ability to continue as a going concern and a need for substantial additional funding. Calidi’s lead RedTail candidate, CLD-401, is planned for a first-in-human Phase 1 trial by the end of 2026, while CLD-201 (SuperNova) has an approved IND and FDA Fast Track Designation for soft tissue sarcoma, and CLD-101 (NeuroNova) is in early-stage glioma trials run by academic partners.

Calidi Biotherapeutics, Inc. filed its annual report for the year ended December 31, 2025, outlining a high-risk biotech profile focused on oncolytic virus cancer therapies. The company has no approved products, has not generated revenue from product sales, and has incurred significant operating losses.

Management discloses it has insufficient cash to continue operations for the next 12 months, creating substantial doubt about its ability to continue as a going concern and a need for substantial additional funding. Calidi’s lead RedTail candidate, CLD-401, is planned for a first-in-human Phase 1 trial by the end of 2026, while CLD-201 (SuperNova) has an approved IND and FDA Fast Track Designation for soft tissue sarcoma, and CLD-101 (NeuroNova) is in early-stage glioma trials run by academic partners.

Calidi Biotherapeutics filed an 8-K to furnish its fourth quarter and full-year 2025 results and recent developments. For 2025, the company reported a net loss attributable to common stockholders of $25.6 million, or $5.95 per share, compared with $23.8 million, or $35.70 per share, in 2024.

Research and development expenses were $9.7 million and general and administrative expenses were $10.5 million for 2025, slightly shifting from 2024 levels. Calidi ended 2025 with $5.6 million in cash and $0.2 million in restricted cash, down from $9.6 million and $0.2 million a year earlier.

Operationally, the company highlighted progress on its RedTail platform and lead candidate CLD-401, which is in IND-enabling studies targeting several solid tumors. It received FDA Type D feedback, plans to file an IND by the end of 2026, established manufacturing partnerships, presented new in situ T-cell engager data, and raised $6.5 million through a public offering and at-the-market sales.

Calidi Biotherapeutics filed an 8-K to furnish its fourth quarter and full-year 2025 results and recent developments. For 2025, the company reported a net loss attributable to common stockholders of $25.6 million, or $5.95 per share, compared with $23.8 million, or $35.70 per share, in 2024.

Research and development expenses were $9.7 million and general and administrative expenses were $10.5 million for 2025, slightly shifting from 2024 levels. Calidi ended 2025 with $5.6 million in cash and $0.2 million in restricted cash, down from $9.6 million and $0.2 million a year earlier.

Operationally, the company highlighted progress on its RedTail platform and lead candidate CLD-401, which is in IND-enabling studies targeting several solid tumors. It received FDA Type D feedback, plans to file an IND by the end of 2026, established manufacturing partnerships, presented new in situ T-cell engager data, and raised $6.5 million through a public offering and at-the-market sales.