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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 20, 2025
CALIDI BIOTHERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-40789 | 86-2967193 | ||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
|
4475 Executive Drive, Suite 200, San Diego, California |
92121 | |
| (Address of principal executive offices) | (Zip Code) |
(858) 794-9600
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered | ||
| Common stock, par value $0.0001 per share | CLDI | NYSE American LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
On August 20, 2025, Calidi Biotherapeutics, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Ladenburg Thalmann & Co. Inc., as representative of the various underwriters named under Schedule I therein (“Representative” or “Underwriter”), in connection with the issuance and sale (the “Offering”) of: (i) 1,922,764 common stock units (“Common Stock Unit”), which includes the 450,000 Common Stock Units purchased pursuant to the exercise, in full, of the Over-Allotment Option and (ii) 1,528,000 pre-funded warrant units (“Pre-Funded Unit”), resulting in gross proceeds of approximately $6.9 million, before deducting underwriting discounts and commissions and other estimated offering expenses. The Company intends to use the proceeds from the sale of its securities for working capital and general corporate purposes, pre-clinical studies and clinical trial preparation. In connection with the Offering the Company also issued to the Representative (or its designees) certain warrants (the “Representative’s Warrants”) to purchase up to 172,538 shares of Common Stock. The Representative’s Warrants have an exercise price of $3.00, are immediately exercisable and will expire on August 20, 2030.
Each Common Stock Unit consisted of (i) one share of common stock of the Company, par value $0.0001 (the “Common Stock”), and (ii) one Series I warrant (the “Common Warrant”) and each Pre-Funded Unit consisted of (i) one pre-funded warrant (the “Pre-Funded Warrants”) and (ii) one Common Warrant. Each Common Stock Unit was sold to the public at a price of $2.00 per Common Stock Unit and each Pre-Funded Unit was sold to the public at a price of $1.999 per Pre-Funded Unit (which represents the public offering price of each Common Stock Unit less the $0.001 per share nominal exercise price for each Pre-Funded Warrant). Each Common Warrant is immediately exercisable, entitles the holder to purchase one share of Common Stock at an exercise price of $2.00 per share and expires five years from the date of issuance. Each Pre-Funded Warrant is immediately exercisable, entitles the holder to purchase one share of Common Stock and may be exercised at any time until exercised in full. The Common Stock and accompanying Common Warrants included in each Common Stock Unit were issued separately, and the Pre-Funded Warrants and the accompanying Warrants included in each Pre-Funded Unit were issued separately. A holder of the Common Warrants or the Pre-funded Warrants (together with its affiliates) may not exercise any portion of the Common Warrant or Pre-Funded Warrant to the extent that the holder would own more than 4.99% (or 9.99%, 14.99% or 19.99% at the election of the holder) of the outstanding shares of Common Stock immediately after exercise, except that upon at least 61 days’ prior notice from the holder to the Company, the holder may elect to increase such holding.
The Common Stock Units; the Pre-Funded Units; the shares of Common Stock comprising the Common Stock Units; the Common Warrants; the Pre-Funded Warrants; the shares of Common Stock issuable upon exercise of the Common Warrants and the Pre-Funded Warrants; the Representative’s Warrants and the shares of Common Stock issuable upon exercise of the Representative’s Warrants are collectively referred to herein as the “Securities.” The Securities were offered by the Company pursuant to a registration statement on Form S-1 (File No. 333- 289670), which was declared effective by the Securities Exchange Commission on August 20, 2025. A final prospectus in relation to the Offering was filed by the Company with the SEC on August 21, 2025. The Offering closed on August 21, 2025 (the “Closing Date”).
On the Closing Date, the Company also entered into a warrant agency agreement (the “Warrant Agency Agreement”) with Equiniti Trust Company, LLC., as warrant agent (the “Warrant Agent”). The Warrant Agency Agreement sets forth certain terms and conditions with respect to the Warrant Agent’s service as warrant agent for the Warrants.
The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the various underwriters, including for liabilities under the Securities Act of 1933, as amended (the “Securities Act”), other obligations of the parties and termination provisions. Pursuant to the terms of the Underwriting Agreement, and subject to certain exceptions as set forth therein, until sixty (60) days following the Closing Date, the Company has agreed not to issue (or enter into any agreement to issue) any shares of Common Stock or Common Stock equivalents. The Company has further agreed not to enter into an agreement involving a variable rate transaction until six (6) months following the Closing Date, provided however that the prohibition on “at-the-market offerings” and the issuance of common stock pursuant to an equity line of credit shall expire on the six-month anniversary of the closing date of this Offering, and subject to certain exceptions. In addition, each of the Company’s directors and executive officers have entered into lock-up agreements pursuant to which each of them has agreed not to, for a period of ninety (90) days, from the closing of the Transactions, offer, sell, transfer or otherwise dispose of the Company’s securities, subject to certain exceptions.
The foregoing does not purport to be a complete description of each of the Underwriting Agreement, the Common Warrants, the Pre-Funded Warrants, the Representative’s Warrants and the Warrant Agency Agreement, and each is qualified in its entirety by reference to the full text of each of such document, the forms of which are filed as Exhibits 1.1, 4.1, 4.2, 4.3 and 10.1, respectively, to this Current Report on Form 8-K, and are incorporated herein by reference. The final executed Underwriting Agreement and Warrant Agency Agreement will be filed by the Company in its quarterly filing on Form 10-Q for the quarter ended September 30, 2025.
Item 8.01 Other Events.
On August 20, 2025, the Company issued a press release announcing the pricing of the Offering. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K.
On August 21, 2025, the Company issued a press release announcing the closing of the Offering. A copy of the press release is furnished as Exhibit 99.2 to this Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CALIDI BIOTHERAPEUTICS, INC. | ||
| Dated: August 22, 2025 | ||
| By: | /s/ Andrew Jackson | |
| Name: | Andrew Jackson | |
| Title: | Chief Financial Officer | |
Exhibit 99.1
Calidi Biotherapeutics Announces Pricing of $6 Million Underwritten Public Offering
SAN DIEGO, Aug. 20, 2025 (GLOBE NEWSWIRE) — Calidi Biotherapeutics, Inc. (NYSE AMERICAN: CLDI) (“Calidi” or the “Company”), a clinical-stage biotechnology company pioneering the development of targeted therapies with the potential to deliver genetic medicines to distal sites of disease, today announced the pricing of an underwritten public offering for gross proceeds of $6 million prior to deducting underwriting commissions and offering expenses.
“We are extremely pleased to have priced this transaction despite difficult market conditions,” said Eric Poma, Chief Executive Officer of Calidi Biotherapeutics. “This transaction included participation from current shareholders and new investors as well as management and board members.”
The offering is comprised of (i) 1,472,764 common stock units with each unit consisting of one share of common stock and one Series I warrant to purchase one share of common stock (“Common Stock Unit”) and (ii) 1,528,000 pre-funded warrant units consisting of one pre-funded warrant to purchase one share of common stock and one Series I warrant to purchase one share of common stock (“Pre-Funded Unit”). The price per Common Stock Unit is $2.00 and the price per Pre-Funded Unit is $1.999. The Series I warrant will have an exercise price of $2.00 per share, will be exercisable upon issuance, and have a term expiring five years from issuance. The warrants issued in this offering are fixed priced and do not contain any variable price features.
Ladenburg Thalmann & Co. Inc. is acting as sole book-running manager for the offering. Laidlaw & Company (U.K.) Ltd. is acting as a co-manager for the offering.
In addition, Calidi has granted the underwriters a 45-day option to purchase up to an additional 450,000 shares of common stock and/or warrants, at the public offering price, less underwriting discounts and commissions. This offering is expected to close on or about August 21, 2025, subject to the satisfaction of customary closing conditions.
The securities described above are being offered pursuant to a registration statement on Form S-1 (File No. 333-276741), which was declared effective by the United States Securities and Exchange Commission (“SEC”) on August 21, 2025. A preliminary prospectus relating to the securities being offered was filed with the SEC on August 15, 2025, and is available on the SEC’s website at http://www.sec.gov. The securities are being offered only by means of a prospectus which forms part of the effective registration statement and is available on the SEC’s website located at http://www.sec.gov. A final prospectus relating to this Offering will be filed by the Company with the SEC. Electronic copies of the preliminary prospectus and the final prospectus, when available, may also be obtained 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 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 pioneering the development of targeted therapies with the potential to deliver genetic medicines to distal sites of disease. The company’s proprietary Redtail platform features an engineered enveloped oncolytic virus designed for systemic delivery and targeting of metastatic sites. This advanced enveloped technology is intended to shield the virus from immune clearance, allowing virotherapy to effectively reach tumor sites, induce tumor lysis, and deliver potent gene therapies to metastatic locations.
The lead candidate from the Redtail platform, currently in IND-enabling studies, targets non-small cell lung cancer, ovarian cancer, and other tumor types with high unmet medical need. Additionally, Calidi is developing protected virotherapies, in clinical-stage, for intratumoral and localized administration, focusing on a subset of injectable cancer indications.
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 key milestones, including certain pre-clinical data, 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 annual report filed with the SEC on Form 10-K on March 31, 2025, as 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
Exhibit 99.2
Calidi Biotherapeutics Announces Closing of $6.9 Million Underwritten Public Offering and Full Exercise of Underwriters’ Over-Allotment Option
SAN DIEGO, Aug. 21, 2025 (GLOBE NEWSWIRE) — Calidi Biotherapeutics, Inc. (NYSE AMERICAN: CLDI) (“Calidi” or the “Company”), a clinical-stage biotechnology company pioneering the development of targeted therapies with the potential to deliver genetic medicines to distal sites of disease, today announced the closing of its previously announced underwritten public offering and the exercise in full of the underwriters’ over-allotment option for gross proceeds of $6.9 million, prior to deducting underwriting commissions and offering expenses.
In connection with the offering, the Company sold (i) 1,922,764 common stock units with each unit consisting of one share of common stock and one Series I warrant to purchase one share of common stock (“Common Stock Unit”) and (ii) 1,528,000 pre-funded warrant units consisting of one pre-funded warrant to purchase one share of common stock and one Series I warrant to purchase one share of common stock (“Pre-Funded Unit”). The common stock units include 450,000 units that the underwriters elected to purchase pursuant to the over-allotment option. The price per Common Stock Unit is $2.00 and the price per Pre-Funded Unit is $1.999. The Series I warrant has an exercise price of $2.00 per share, is exercisable upon issuance, and has a term expiring five years from issuance. The warrants issued in this offering are fixed priced and do not contain any variable price features.
Ladenburg Thalmann & Co. Inc. acted as sole book-running manager for the offering. Laidlaw & Company (U.K.) Ltd. acted as a co-manager for the offering.
The securities described above were offered pursuant to a registration statement on Form S-1 (File No. 333-289670), which was declared effective by the United States Securities and Exchange Commission (“SEC”) on August 20, 2025. A final prospectus was filed with the SEC on August 21, 2025, and is available on the SEC’s website at http://www.sec.gov. Electronic copies of the final prospectus may also be obtained 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 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 pioneering the development of targeted therapies with the potential to deliver genetic medicines to distal sites of disease. The company’s proprietary Redtail platform features an engineered enveloped oncolytic virus designed for systemic delivery and targeting of metastatic sites. This advanced enveloped technology is intended to shield the virus from immune clearance, allowing virotherapy to effectively reach tumor sites, induce tumor lysis, and deliver potent gene therapies to metastatic locations.
The lead candidate from the Redtail platform, currently in IND-enabling studies, targets non-small cell lung cancer, ovarian cancer, and other tumor types with high unmet medical need. Additionally, Calidi is developing protected virotherapies, in clinical-stage, for intratumoral and localized administration, focusing on a subset of injectable cancer indications.
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 key milestones, including certain pre-clinical data, 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 annual report filed with the SEC on Form 10-K on March 31, 2025, as 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