Calidi Biotherapeutics amends terms of $3.5M convertible notes; reset conversion price and mandatory conversion triggers

Calidi Biotherapeutics, Inc.

First note of $2.0M and second note of $1.5M amended, conversion price reset after 180 days to 94% of 10-day VWAP.
Mandatory conversion triggered if company raises >=$8M in registered offering or >=$2M from non-affiliate at >=150% initial conversion price.
Company must file resale registration statement within 5 business days after 180 days from note issuance.
Amendments effective March 28, 2024; notes originally issued March 8, 2024 in settlement of unasserted claim.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

Calidi Biotherapeutics, Inc. amended 2024 Notes with an investor valued at $2.0 million convertible promissory note and $1.5 million convertible note (effective 2024-03-28).

Action: amendment
Agreement: notes offering
Counterparty: an investor
Value: $2.0 million convertible promissory note and $1.5 million convertible note
Effective: 2024-03-28

Exact text from the filing

On March 28, 2024, the Company entered into the (i) first amendment to the First Note, and (ii) second amendment to the Second Note (collectively, the “Amendments”), pursuant to which the parties amended (A) the conversion price to mean the Initial Conversion Price (as defined in the 2024 Notes) until the one hundred and eightieth (180 th ) day from the issuance of the Convertible Notes and the Reset Conversion Price (as defined herein) thereafter; (B) the Reset Conversion Price to be 94.0% of the 10-day VWAP ending on the one hundred and eightieth (180 th ) day from the issuance of the 2024 Notes; (C) the terms relating to a mandatory conversion of the 2024 Notes to provide that in the event that we complete a financing (i) for at least $8 million in a registered offering or (ii) of at least $2 million with a non-affiliated purchaser at an effective price of at least 150% of the initial note conversion price, then the 2024 Notes will be subject to mandatory conversion on or after the

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Source: SEC EDGAR

accession 0001493152-24-012176

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