---
schema_version: "secwatch.filing_event.v1"
accession: "0001493152-26-029374"
form_type: "8-K"
ticker: "CLDI"
cik: "0001855485"
company_name: "Calidi Biotherapeutics, Inc."
filed_at: "2026-06-18T21:00:32+00:00"
generated_at: "2026-06-18T21:04:00.701822+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.6
calibrated_materiality_score: 0.6
confidence: "high"
source: SEC EDGAR
---

# Stockholders approve reverse stock split (1:2 to 1:16) and equity plan increase to 1.95M shares

## Summary
- Elected Scott Leftwich as Class III director with 3.27M votes for, 1.38M withheld.
- Ratified CBIZ CPAs as independent auditor for FY2026 with 6.67M for, 304k against.
- Approved reverse stock split at ratio between 1:2 and 1:16 at Board's discretion (6.51M for).
- Approved amendment to 2023 Equity Incentive Plan, increasing authorized shares from 282,815 to 1,950,000.

## SEC filing metadata
- accession: 0001493152-26-029374
- form_type: 8-K
- ticker: CLDI
- cik: 0001855485
- company_name: Calidi Biotherapeutics, Inc.
- filed_at: 2026-06-18T21:00:32+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.6
- calibrated_materiality_score: 0.6
- confidence: high
- sec_items: 5.07
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1855485/000149315226029374/0001493152-26-029374-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1855485/000149315226029374/form8-k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001493152-26-029374
- JSON: https://secwatch.observer/filing/0001493152-26-029374.json
- Plain text: https://secwatch.observer/filing/0001493152-26-029374.txt

## Key facts
- Shareholder Votes
  Calidi Biotherapeutics, Inc. shareholders approved 2023 Plan Amendment at the 2026-06-12 meeting.
  - Proposal: equity plan
  - Outcome: passed
  - Meeting: 2026-06-12
  source text: Stockholders approved an amendment to the Company’s 2023 Equity Incentive Plan (the “2023 Plan”), to increase the aggregate number of shares of common stock authorized for grant under the 2023 Plan from 282,815 to 1,950,000.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1855485/000149315226029374/0001493152-26-029374-index.htm
- Shareholder Votes
  Calidi Biotherapeutics, Inc. shareholders approved Reverse Stock Split at the 2026-06-12 meeting.
  - Proposal: reverse split
  - Outcome: passed
  - Meeting: 2026-06-12
  source text: Stockholders approved an amendment to the Company’s Second Amended and Restated Certificate of Incorporation, as amended, to, at the discretion of the Board of Directors, effect a reverse stock split with respect to the Company’s shares of issued and outstanding Common Stock, which consists of Voting Common Stock and Non-Voting Common Stock, at a ratio between 1-for-2 and 1-for-16 (the “Range”), with the ratio within such Range to be determined at the discretion of the Board and included in a public announcement.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1855485/000149315226029374/0001493152-26-029374-index.htm
- Shareholder Votes
  Calidi Biotherapeutics, Inc. shareholders approved Ratification of the appointment of Auditor at the 2026-06-12 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2026-06-12
  source text: Stockholders approved and ratified the appointment of CBIZ CPAs P.C. as the Company’s independent registered public accounting firm to audit the consolidated financial statements of the Company for the fiscal year ending December 31, 2026.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1855485/000149315226029374/0001493152-26-029374-index.htm
- Shareholder Votes
  Calidi Biotherapeutics, Inc. shareholders approved Election of Class III Director Nominee at the 2026-06-12 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2026-06-12
  source text: The stockholders elected Scott Leftwich as Class III Director of the Company by a plurality of the votes cast, and without contest, to serve a three-year term until the 2029 Annual Meeting of Stockholders or until his successor has been duly elected.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1855485/000149315226029374/0001493152-26-029374-index.htm

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