---
schema_version: "secwatch.filing_event.v1"
accession: "0001493152-26-009701"
form_type: "8-K"
ticker: "CLDI"
cik: "0001855485"
company_name: "Calidi Biotherapeutics, Inc."
filed_at: "2026-03-11T23:59:59+00:00"
generated_at: "2026-05-15T15:07:31.525472+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.6
calibrated_materiality_score: 0.6
confidence: "high"
source: SEC EDGAR
---

# Calidi closes $6M public offering; existing warrants amended to $0.50 exercise price

## Summary
- 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.

## SEC filing metadata
- accession: 0001493152-26-009701
- form_type: 8-K
- ticker: CLDI
- cik: 0001855485
- company_name: Calidi Biotherapeutics, Inc.
- filed_at: 2026-03-11T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.6
- calibrated_materiality_score: 0.6
- confidence: high
- sec_items: 1.01, 3.02, 8.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1855485/000149315226009701/0001493152-26-009701-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1855485/000149315226009701/form8-k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001493152-26-009701
- JSON: https://secwatch.observer/filing/0001493152-26-009701.json
- Plain text: https://secwatch.observer/filing/0001493152-26-009701.txt

## Key facts
- Material Agreements
  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
  source text: 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”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1855485/000149315226009701/0001493152-26-009701-index.htm
- Material Agreements
  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
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1855485/000149315226009701/0001493152-26-009701-index.htm

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