8-K
filed March 11, 2026, 7:59 PM ET
ticker CLDI
CIK 0001855485
other material
confidence high
sentiment neutral
materiality 0.60
Calidi closes $6M public offering; existing warrants amended to $0.50 exercise price
Calidi Biotherapeutics, Inc.
- Gross proceeds of $6.03M from 12,094,631 units sold (including full over-allotment exercise).
- Each unit priced at $0.50 and consists of common stock (or pre-funded warrant) plus Series J (5 yr), K (1 yr) and L (6 mo) warrants.
- Existing warrants for ~2.97M shares (Series G/H/I) amended to exercise price of $0.50 per share.
- Company had 10,545,725 common shares outstanding as of March 11, 2026, post-offering.
- Proceeds to be used for working capital and general corporate purposes.
Key facts
Extracted from this filing and checked against the source text.
Equity Issuances
SEC 8-K Item 3.02/3.03
confidence 0.95
Calidi Biotherapeutics, Inc. issued 9,815,900 pre-funded warrant units of preferred stock to public for $0.499 per Pre-Funded Unit, part of gross proceeds of $6.03 million.
- Security
- preferred stock
- Shares
- 9,815,900 pre-funded warrant units
- Purchaser
- public
- Consideration
- $0.499 per Pre-Funded Unit, part of gross proceeds of $6.03 million
Exact text from the filing
On March 6, 2026, Calidi Biotherapeutics, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Ladenburg Thalmann & Co. Inc., as sole underwriter (“Underwriter”), in connection with the issuance and sale (the “Offering”) of: (i) 2,278,731 common stock units (“Common Stock Units”), which includes 1,575,000 Common Stock Units purchased pursuant to the exercise, in full, of the Over-Allotment Option and (ii) 9,815,900 pre-funded warrant units (“Pre-Funded Units”), resulting in gross proceeds of approximately $6.03 million
View on SEC.gov
Equity Issuances
SEC 8-K Item 3.02/3.03
confidence 0.95
Calidi Biotherapeutics, Inc. issued 2,278,731 Common Stock Units of unit to public for $0.50 per Common Stock Unit, gross proceeds of approximately $6.03 million.
- Security
- unit
- Shares
- 2,278,731 Common Stock Units
- Purchaser
- public
- Consideration
- $0.50 per Common Stock Unit, gross proceeds of approximately $6.03 million
Exact text from the filing
On March 6, 2026, Calidi Biotherapeutics, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Ladenburg Thalmann & Co. Inc., as sole underwriter (“Underwriter”), in connection with the issuance and sale (the “Offering”) of: (i) 2,278,731 common stock units (“Common Stock Units”), which includes 1,575,000 Common Stock Units purchased pursuant to the exercise, in full, of the Over-Allotment Option and (ii) 9,815,900 pre-funded warrant units (“Pre-Funded Units”), resulting in gross proceeds of approximately $6.03 million
View on SEC.gov
Equity Issuances
SEC 8-K Item 3.02/3.03
confidence 0.95
Calidi Biotherapeutics, Inc. issued 604,732 shares of warrant to underwriter for sold to Underwriter in connection with the Offering.
- Security
- warrant
- Shares
- 604,732 shares
- Purchaser
- underwriter
- Consideration
- sold to Underwriter in connection with the Offering
Exact text from the filing
In connection with the Offering, the Company also issued to the Underwriter (or its designees) a warrant (the “Underwriter’s Warrant”) to purchase up to 604,732 shares of common stock of the Company, par value $0.0001 (the “Common Stock”).
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.7
Calidi Biotherapeutics, Inc. entered into Warrant Agency Agreement with Equiniti Trust Company, LLC (effective 2026-03-06).
- Action
- entry
- Counterparty
- Equiniti Trust Company, LLC
- Effective
- 2026-03-06
Exact text from the filing
On March 6, 2026, the Company also entered into a warrant agency agreement (the “Warrant Agency Agreement”) with Equiniti Trust Company, LLC, as warrant agent (the “Warrant Agent”).
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Calidi Biotherapeutics, Inc. entered into Underwriting Agreement with Ladenburg Thalmann & Co. Inc. valued at approximately $6.03 million (effective 2026-03-06).
- Action
- entry
- Agreement
- underwriting
- Counterparty
- Ladenburg Thalmann & Co. Inc.
- Value
- approximately $6.03 million
- Effective
- 2026-03-06
Exact text from the filing
On March 6, 2026, Calidi Biotherapeutics, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Ladenburg Thalmann & Co. Inc., as sole underwriter (“Underwriter”), in connection with the issuance and sale (the “Offering”) of: (i) 2,278,731 common stock units (“Common Stock Units”), which includes 1,575,000 Common Stock Units purchased pursuant to the exercise, in full, of the Over-Allotment Option and (ii) 9,815,900 pre-funded warrant units (“Pre-Funded Units”), resulting in gross proceeds of approximately $6.03 million, before deducting underwriting discounts and commissions and other estimated offering expenses.
View on SEC.gov
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