Machine-readable event card
- schema_version
- secwatch.filing_event.v1
- accession
- 0001493152-25-020390
- form_type
- 8-K
- ticker
- CLDI
- cik
- 0001855485
- company_name
- Calidi Biotherapeutics, Inc.
- filed_at
- 2025-10-31T23:59:59+00:00
- discovered_at
- 2026-05-14T18:02:40.834800+00:00
- generated_at
- 2026-05-17T01:08:40.319961+00:00
- sec_items
- ["1.01", "1.02", "2.01", "9.01"]
- event_type
- m_and_a
- sentiment
- neutral
- materiality_score
- 0.75
- calibrated_materiality_score
- 0.75
- confidence
- high
- secwatch_canonical_url
- https://secwatch.observer/filing/0001493152-25-020390
- json_url
- https://secwatch.observer/filing/0001493152-25-020390.json
- markdown_url
- https://secwatch.observer/filing/0001493152-25-020390.md
- text_url
- https://secwatch.observer/filing/0001493152-25-020390.txt
- edgar_index_url
- https://www.sec.gov/Archives/edgar/data/1855485/000149315225020390/0001493152-25-020390-index.htm
- edgar_primary_document_url
- https://www.sec.gov/Archives/edgar/data/1855485/000149315225020390/form8-k.htm
- generated_by_model
- deepseek-v4-flash:cloud@v2
- review_status
- machine_generated
- human_reviewed
- false
- corrected
- false
- correction_note
- null
- correction_timestamp
- null
- superseded_by
- null
Comparable filings
RPAY
REPAY closes $372M acquisition of KUBRA, funded with new $500M term loan
Repay Holdings Corp
June 1, 2026, 4:14 PM ET
m_and_a
Items 1.01, 2.01, 1.02, 9.01, 2.03, 7.01
same fact type: ma_transaction
same SEC item: 1.01, 1.02, 2.01, 9.01
same event type: m_and_a
similar materiality
This filing
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 interest in Nova Cell and 100% of the Company’s ownership of Nova Cell, for a purchase price of $6,000,000 (the “Purchase Price”).
Comparable filing
KUBRA became an indirect wholly owned subsidiary of the Company. Pursuant to the Purchase Agreement, the aggregate cash purchase price for the Acquisition was approximately $372 million, subject to customary post-closing adjustments. The closing cash consideration was funded with a combination of cash on hand and borrowings under the Credit Agreement described
Filing page
SEC filing
EWCZ
European Wax Center completes take-private by General Atlantic at $5.80/share; stock delisted
European Wax Center, Inc.
May 8, 2026, 7:59 PM ET
m_and_a
Items 1.01, 1.02, 2.01, 2.03, 3.01, 3.03, 5.02, 5.03, 5.01, 8.01, 9.01
same fact type: ma_transaction
same SEC item: 1.01, 1.02, 2.01, 9.01
same event type: m_and_a
similar materiality
This filing
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 interest in Nova Cell and 100% of the Company’s ownership of Nova Cell, for a purchase price of $6,000,000 (the “Purchase Price”).
Comparable filing
excluded shares pursuant to the terms of the Merger Agreement, was cancelled and extinguished and automatically converted into the right to receive an amount in cash equal to $5.80 per share of Class A Common Stock, without interest thereon (the “ Class A Per Share Price ”), (ii) each share of the Company’s Class B common stock, par value $0.00001 per share
Filing page
SEC filing
EXOD
Exodus acquires Monavate Holdings & Baanx.com for $76.3M; buys Baanx US for $30M
Exodus Movement, Inc.
May 5, 2026, 7:59 PM ET
m_and_a
Items 1.01, 1.02, 2.01, 9.01
same fact type: ma_transaction
same SEC item: 1.01, 1.02, 2.01, 9.01
same event type: m_and_a
similar materiality
This filing
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 interest in Nova Cell and 100% of the Company’s ownership of Nova Cell, for a purchase price of $6,000,000 (the “Purchase Price”).
Comparable filing
On May 1, 2026, the Company acquired the outstanding shares of Monavate Holdings Limited and Baanx.com Ltd from the Receivers for a purchase price of $76,273,333.30, which is the exact amount of principal and interest outstanding on the W3C Loans, as of April 30, 2026.
Filing page
SEC filing
WLY
Wiley acquires Emerald Publishing for $452M; adds ~500 journals, expected accretive in year one
JOHN WILEY & SONS, INC.
June 2, 2026, 8:30 AM ET
m_and_a
Items 1.01, 2.01, 7.01, 9.01
same fact type: ma_transaction
same SEC item: 1.01, 2.01, 9.01
same event type: m_and_a
similar materiality
This filing
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 interest in Nova Cell and 100% of the Company’s ownership of Nova Cell, for a purchase price of $6,000,000 (the “Purchase Price”).
Comparable filing
pursuant to which Buyer acquired from the Seller all of the issued and outstanding equity securities of Emerald Holding (the "Transaction") in exchange for GBP £337.5 million (approximately $452 million)
Filing page
SEC filing
APAD
Enhanced Group completes de-SPAC merger with Enhanced Ltd; redemptions of $201.7M
Enhanced Group Inc.
May 8, 2026, 7:59 PM ET
m_and_a
Items 1.01, 2.01, 5.06, 3.02, 9.01, 4.01, 3.01, 3.03, 5.01, 5.02, 5.03, 5.05, 7.01
same fact type: ma_transaction
same SEC item: 1.01, 2.01, 9.01
same event type: m_and_a
similar materiality
This filing
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 interest in Nova Cell and 100% of the Company’s ownership of Nova Cell, for a purchase price of $6,000,000 (the “Purchase Price”).
Comparable filing
On May 7, 2026, as contemplated by the Business Combination Agreement and as described in the section titled “ The BCA Proposal ” beginning on pa ge 180 of the Proxy Statement/Prospectus, the Company, Enhanced and Merger Sub consummated the business combination contemplated by the Business Combination Agreement, whereby: • Merger Sub merged with and into Enhanced (the “First Merger”), with Enhanced surviving the merger as a wholly owned subsidiary of the Company;
Filing page
SEC filing
RMIX
Suncrete acquires Nelson Bros. Ready Mix for $42.3M cash + stock; earnout up to $18M
Suncrete, Inc.
May 7, 2026, 7:59 PM ET
m_and_a
Items 1.01, 2.01, 3.02, 7.01, 9.01
same fact type: ma_transaction
same SEC item: 1.01, 2.01, 9.01
same event type: m_and_a
similar materiality
This filing
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 interest in Nova Cell and 100% of the Company’s ownership of Nova Cell, for a purchase price of $6,000,000 (the “Purchase Price”).
Comparable filing
Mr. Owens, Ms. Owens and JAO, the “Sellers”),
and Jacob Owens in his capacity as representative of the Sellers. The aggregate consideration
for the Acquisition consisted of (i) 1,296,456 shares of Class A Common Stock, par value $0.0001 per share, of the Company (“Class
A Common Stock”) issued to the Sellers (the “Stock Consideration”) and (ii) a $42.3 million net
Filing page
SEC filing
VSEC
VSE completes $2.025B acquisition of Precision Aviation Group; 2025 revenue pro forma +50%
VSE CORP
May 7, 2026, 7:59 PM ET
m_and_a
Items 2.01, 1.01, 2.03, 7.01, 9.01
same fact type: ma_transaction
same SEC item: 1.01, 2.01, 9.01
same event type: m_and_a
similar materiality
This filing
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 interest in Nova Cell and 100% of the Company’s ownership of Nova Cell, for a purchase price of $6,000,000 (the “Purchase Price”).
Comparable filing
On May 5, 2026, pursuant to the Purchase Agreement, VSE acquired all of the capital stock of PAG HoldCo from the Seller for an up-front consideration equal to $2.025 billion
Filing page
SEC filing
ACNT
Ascent Industries acquires Midwest Graphic/Sigma for $14M; Q1 net sales up 9% to $19.4M but adjusted EBITDA loss widens
ASCENT INDUSTRIES CO.
May 6, 2026, 7:59 PM ET
m_and_a
Items 1.01, 2.01, 2.02, 7.01, 9.01
same fact type: ma_transaction
same SEC item: 1.01, 2.01, 9.01
same event type: m_and_a
similar materiality
This filing
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 interest in Nova Cell and 100% of the Company’s ownership of Nova Cell, for a purchase price of $6,000,000 (the “Purchase Price”).
Comparable filing
the Company purchased substantially all of the assets and certain specified liabilities of Seller for $14,000,000, subject to certain customary adjustments for working capital, transaction expenses, and cash, on the terms and subject to the conditions set forth in the Purchase Agreement (the “Transaction”). The Transaction closed simultaneously with the execution of the Purchase Agreement.
Filing page
SEC filing
This headline and bullets were generated automatically by deepseek-v4-flash:cloud@v2 from the public filing. Read the source on SEC.gov before relying on any specific claim. Not investment advice.
See methodology for how this pipeline works.