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Material updates from SEC filings (8-K, 10-Q, 10-K) ranked by impact, with no firehose noise.
Entry into Material Definitive Agreement The information under
Unregistered Sales of Equity Securities On May 28, 2026, Calidi Biotherapeutics, Inc. (the “Company”) issued an amended and restated warrant (the “Warrant”) to purchase up to 17,391,304 (unvested) shares of common stock of the Company, par value $0.0001 per share (the “Common Stock”), with an exercise price of $0.23 to an accredited investor (the “Holder”) in a private placement transaction. The Warrant amends and restates that certain Warrant dated May 6, 2026, issued by the Company to the H…
is being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Unregistered Sales of Equity Securities On May 6, 2026, Calidi Biotherapeutics, Inc. (the “Company”) issued a warrant (the “Warrant”) to purchase up to 17,391,304 (unvested) shares of common stock of the Company, par value $0.0001 per share (the “Common Stock”), with an exercise price of $0.23 to an accredited investor in a private placement transaction. The Warrant is first exercisable on September 8, 2026, and is subject to certain vesting conditions as described below. The holder of the Wa…
Entry into Material Definitive Agreement The information under
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On March 29, 2026, Mr. Allan J. Camaisa, a member of the Board of Directors (the “Board”) of Calidi Biotherapeutics, Inc. (the “Company”), informed the Nominating and Corporate Governance Committee of the Board that, he intends to allow the term of his Director position on the Board to expire, which expiration date is scheduled to be the date of th…
is being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Entry into a Material Definitive Agreement. Underwritten Public Offering On March 6, 2026, Calidi Biotherapeutics, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Ladenburg Thalmann & Co. Inc., as sole underwriter (“Underwriter”), in connection with the issuance and sale (the “Offering”) of: (i) 2,278,731 common stock units (“Common Stock Units”), which includes 1,575,000 Common Stock Units purchased pursuant to the exercise, in full, of the Ove…
by reference. The Underwriter’s Warrant and the shares issuable upon exercise of the Underwriter Warrant have not been registered under the Securities Act, or the securities laws of any state, and were offered and sold in reliance on the exemption from registration under the Securities Act, afforded by Section 4(a)(2) under the Securities Act and Regulation D promulgated thereunder.
Results of Operation and Financial Condition On January 28, 2026, Calidi Biotherapeutics, Inc. (the “Company”) issued a press release providing corporate updates for the fiscal year ended December 31, 2025, and updates on key operational initiatives for fiscal year 2026, which also includes certain preliminary, unaudited financial information. A copy of the press release is incorporated herein by reference and is furnished as Exhibit 99.1. The preliminary, unaudited financial information incl…
Other Events On January 28, 2026, the Company issued a press release providing corporate updates for the fiscal year ended December 31, 2025, and updates on key operational initiatives for fiscal year 2026, which also includes certain preliminary, unaudited financial information. A copy of the press release is included as Exhibit 99.1 hereto and is incorporated by reference herein. Forward Looking Statements This Current Report on Form 8-K (including Exhibit 99.1) contains “forward-looking st…
is being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Termination of Material Agreement Effective upon execution of the Material Purchase Agreement described in
Entry into a Material Definitive Agreement On October 27, 2025, Calidi Biotherapeutics, Inc. (the “Company”) entered into that certain Stock Repurchase Agreement (the “SRA”) and Material Purchase Agreement (the “MPA” and together with the SRA the “Agreements”), with its majority owned subsidiary, Nova Cell, Inc. (“Nova Cell”). Pursuant to the SRA, the Company sold and transferred 22,500,000 shares of Nova Cell common stock (the “Repurchased Shares”), which represents 75% of the equity interes…
Completion of Acquisition or Disposition of Assets The information in
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On September 16, 2025, the Board of Directors of Calidi Biotherapeutics, Inc. (the “Company”), approved the elimination of the position of Chief Legal Officer and, as a result, the termination of the employment agreement with Ms. Wendy Pizarro Campbell (the “Employment Agreement”), effective as of October 17, 2025 (“Effective Date”). Per the terms…
Entry into a Material Definitive Agreement. The description in
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. As disclosed in the Current Report on Form 8-K, dated July 25, 2025 of Calidi Biotherapeutics, Inc. (the “Company”), the Compensation Committee of the Board of Directors of the Company approved the elimination of the position of President, Medical and Scientific Affairs, held by Dr. Boris Minev. As a result, Dr. Minev ceased to serve as an executiv…
Entry into a Material Definitive Agreement. The description in
is being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Material Modification to Rights of Security Holders. Calidi Biotherapeutics, Inc., a Delaware Corporation (the “Company”), approved a reverse stock split of the Company’s issued and outstanding shares of common stock, par value $0.0001 per share (“Common Stock”), at a ratio of 1-for-12 (the “Reverse Stock Split”). The Reverse Stock Split was duly approved by the stockholders of the Company in its Annual Meeting of Stockholders held on July 9, 2025. Reasons for the Reverse Stock Split The nonc…
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On July 24, 2025, the Compensation Committee of Calidi Biotherapeutics, Inc. (the “Company”) approved the elimination of the position of President, Medical and Scientific Affairs (the “Position”), held by Dr. Boris Minev (the “Executive”). As a result, the Executive will cease to serve as an executive officer and a Section 16 officer of the Company…
Entry into a Material Definitive Agreement. On July 9, 2025, Calidi Biotherapeutics, Inc., (“we,” “our,” or the “Company”) entered into an inducement offer letter agreement (the “Inducement Letter”) with 7 holders (each, a “Holder”) of our existing Series A warrants (“Series A Warrants”), Series B-1 warrants (“Series B-1 Warrants”), Series C-1 warrants (“Series C-1 Warrants”), Series D warrants, (“Series D Warrants”), Series E warrants (“Series E Warrants”), and Series F warrants (“Series F W…
Unregistered Sales of Equity Securities. The description of the New Series H Warrants under
is being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
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