Calidi Biotherapeutics, Inc. (CLDI): debt financing — Calidi settles investor dispute with $3.5M in convertible notes; resolves pre-merger funding claims

Calidi Biotherapeutics, Inc.

Investor purchased $2.0M convertible note for cash; Calidi issued $1.5M note for settlement of all claims related to Supplemental Funding Agreements.
Convertible notes bear 10% semiannual interest, mature March 8, 2028; conversion price at 94% of 10-day VWAP (initial and reset).
All outstanding obligations under Supplemental Funding Agreements (August 2023) terminated; mutual release of claims executed.
On March 11, 2024, parties amended the $1.5M note to remove a wire-closing condition; securities issued privately under Rule 506(b).
Calidi also reimburses investor up to $15,000 in legal fees for note structuring.

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Key facts

Extracted from this filing and checked against the source text.

Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.9

Calidi Biotherapeutics, Inc. amended convertible notes of $1.5 million with an investor at 10.0% per annum maturing March 8, 2028.

Instrument: convertible notes
Principal: $1.5 million
Counterparty: an investor
Rate: 10.0% per annum
Maturity: March 8, 2028
Event: amendment

Exact text from the filing

On March 11, 2024, the Company entered into an amendment to the $1.5 million convertible note (the "Note Amendment"), which amended Section 1(c) pertaining to conditions to closing, by deleting Section 1(c)(iii) in its entirety, which previously provided that the Principal Amount be wired to the Company’s bank account.

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Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.95

Calidi Biotherapeutics, Inc. incurred convertible notes of $1.5 million with an investor at 10.0% per annum maturing March 8, 2028.

Instrument: convertible notes
Principal: $1.5 million
Counterparty: an investor
Rate: 10.0% per annum
Maturity: March 8, 2028
Event: incurrence

Exact text from the filing

the Company issued to the investor a $1.5 million convertible note in consideration for the settlement of all claims related to the Supplemental Funding Agreements

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Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.95

Calidi Biotherapeutics, Inc. incurred convertible notes of $2.0 million with an investor at 10.0% per annum maturing March 8, 2028.

Instrument: convertible notes
Principal: $2.0 million
Counterparty: an investor
Rate: 10.0% per annum
Maturity: March 8, 2028
Event: incurrence

Exact text from the filing

the investor purchased a $2.0 million convertible note from the Company for cash

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Calidi Biotherapeutics, Inc. filing history →

Source: SEC EDGAR

accession 0001493152-24-009678

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