Calidi Biotherapeutics, Inc. (CLDI): M&A transaction — Calidi Biotherapeutics sells 75% stake in Nova Cell subsidiary for $6M; expects $0.5M annual cost savings

Calidi Biotherapeutics, Inc.

Sold 22.5M shares (100% of its Nova Cell ownership) for $6M; consideration includes debt cancellation of ~$1.2M and deferred payments.
Nova Cell ceases to be a subsidiary; Calidi expects $0.5M/year in G&A expense reductions.
Company retains cell lines for own use; Nova Cell assumes certain liabilities and is prohibited from oncolytic virus uses.
Calidi also terminates prior IP assignment agreement with Nova Cell.

item 1.01 item 1.02 item 2.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

Calidi Biotherapeutics, Inc. completed a disposition involving Nova Cell, Inc. for $6,000,000 (closed 2025-10-27).

Action: disposition
Counterparty: Nova Cell, Inc.
Consideration: $6,000,000
Closing: 2025-10-27

Exact text from the 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”).

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Source: SEC EDGAR

accession 0001493152-25-020390

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