---
schema_version: "secwatch.filing_event.v1"
accession: "0001493152-24-015390"
form_type: "8-K"
ticker: "CLDI"
cik: "0001855485"
company_name: "Calidi Biotherapeutics, Inc."
filed_at: "2024-04-19T23:59:59+00:00"
generated_at: "2026-06-03T16:46:29.177264+00:00"
event_type: "other_material"
sentiment: "positive"
materiality_score: 0.75
calibrated_materiality_score: 0.75
confidence: "high"
source: SEC EDGAR
---

# Calidi Biotherapeutics closes $6.1M public offering of units with warrants; calls for reverse stock split vote

## Summary
- Closed public offering of 15,197,500 units at $0.40 each for ~$6.1M gross proceeds; units include common stock (or pre-funded warrants) and several tranches of warrants.
- Series A, B, and C warrants have exercise price of $0.60 per share; Series A, B-1, C-1 warrants expire in 5 yrs, Series B in 12 months, Series C in 4 months.
- Proceeds will fund working capital, pre-clinical/clinical trials, and repayment of convertible promissory notes totaling $1.6M.
- Stockholder meeting must be held by ~July 2, 2024 (75 days post-closing) to vote on reverse stock split; officers/directors agreed to vote in favor.
- Ladenburg Thalmann acted as placement agent; fees include 8% cash fee, 1% management fee, and warrants for 5% of shares at $0.66 exercise price.

## SEC filing metadata
- accession: 0001493152-24-015390
- form_type: 8-K
- ticker: CLDI
- cik: 0001855485
- company_name: Calidi Biotherapeutics, Inc.
- filed_at: 2024-04-19T23:59:59+00:00
- event_type: other_material
- sentiment: positive
- materiality_score: 0.75
- calibrated_materiality_score: 0.75
- confidence: high
- sec_items: 1.01, 7.01, 8.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1855485/000149315224015390/0001493152-24-015390-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1855485/000149315224015390/form8-k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001493152-24-015390
- JSON: https://secwatch.observer/filing/0001493152-24-015390.json
- Plain text: https://secwatch.observer/filing/0001493152-24-015390.txt

## Key facts
- Material Agreements
  Calidi Biotherapeutics, Inc. entered into Purchase Agreement with each purchaser identified on the signature pages thereto valued at aggregate gross proceeds of approximately $6.077 million (effective 2024-04-16).
  - Action: entry
  - Agreement: equity purchase
  - Counterparty: each purchaser identified on the signature pages thereto
  - Value: aggregate gross proceeds of approximately $6.077 million
  - Effective: 2024-04-16
  source text: On April 16, 2024, Calidi Biotherapeutics, Inc. (“we,” “our,” or the “Company”) agreed to sell in a public offering an aggregate of 13,232,500 Common Stock Units and 1,965,000 Pre-Funded Warrant Units (“PFW Units”) at an effective combined purchase price of $0.40 per Common Stock Unit or PFW Unit for aggregate gross proceeds of approximately $6.077 million before deducting placement agent fees and offering expenses payable by the Company (the “Offering”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1855485/000149315224015390/0001493152-24-015390-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.