Source-grounded facts extracted from Calidi Biotherapeutics, Inc.'s SEC 8-K filings across all families, newest first. Each cites a verbatim SEC excerpt.
Calidi Biotherapeutics, Inc. reported the fourth quarter and full year ended December 31, 2025 results: net income $25.6 million, or $5.95 per share, for the year ended December 31, 2025, EPS $5.95 per share.
“The company reported a net loss attributable to common stockholders of $4.1 million, or $0.57 per share, for the three months ended December 31, 2025”
Material Agreements
Calidi Biotherapeutics, Inc. entered into Warrant Agency Agreement with Equiniti Trust Company, LLC (effective 2026-03-06).
“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”).”
Material Agreements
Calidi Biotherapeutics, Inc. entered into Underwriting Agreement with Ladenburg Thalmann & Co. Inc. valued at approximately $6.03 million (effective 2026-03-06).
“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.”
M&A Transactions
Calidi Biotherapeutics, Inc. completed a disposition involving Nova Cell, Inc. for $6,000,000 (closed 2025-10-27).
“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”).”
Governance Changes
Calidi Biotherapeutics, Inc.: Approved a 1-for-12 reverse stock split via Certificate of Amendment to the Certificate of Incorporation (effective 2025-08-04).
“The Reverse Stock Split was effected pursuant to the Company’s filing of a Certificate of Amendment (the “Certificate”) with the Secretary of State of the State of Delaware.”
Eric Poma was appointed as Class I Director at Calidi Biotherapeutics, Inc..
“the Board, upon recommendation of the Nominating and Corporate Governance Committee of the Board, appointed Dr. Poma to serve as a Class I director of the Company, also effective April 22, 2025”
Eric Poma was appointed as Chief Executive Officer at Calidi Biotherapeutics, Inc..
“the Board, by a unanimous vote, appointed Eric Poma, Ph.D. to serve as CEO of the Company, effective April 22, 2025.”
Allan Camaisa resigned as Chairman of the Board at Calidi Biotherapeutics, Inc..
“Allan Camaisa notified the board of directors (“Board”) of Calidi Biotherapeutics, Inc. (the “Company”) of his resignation as the Company’s Chief Executive Officer (“CEO”) and as Chairman of the Board”
Allan Camaisa resigned as Chief Executive Officer at Calidi Biotherapeutics, Inc..
“Allan Camaisa notified the board of directors (“Board”) of Calidi Biotherapeutics, Inc. (the “Company”) of his resignation as the Company’s Chief Executive Officer (“CEO”) and as Chairman of the Board”
George Ng departed as Director at Calidi Biotherapeutics, Inc..
“On August 16, 2024, Mr. George Ng, a member of the Board of Directors (the “Board”) of Calidi Biotherapeutics, Inc. (the “Company”), informed the Board that, in order to focus on increasing professional commitments outside of the Company, he intends to allow the term of his Director position on the Board to expire, which expiration date is scheduled to be the date of the Company’s 2024 annual shareholder meeting.”
George Peoples was appointed as director at Calidi Biotherapeutics, Inc..
“On June 20, 2024, the Board of Directors (the “Board) of Calidi Biotherapeutics, Inc. (the “Company”) appointed Dr. George Peoples as a director, effective July 1, 2024.”
David LaPre resigned as Director at Calidi Biotherapeutics, Inc..
“On May 10, 2024, Mr. David LaPre notified the Board of Directors (the “Board”) of Calidi Biotherapeutics, Inc. (the “Company”) of his resignation as a director of the Company, including his position on each Board committee on which he served, effective immediately.”
Earnings Releases
Calidi Biotherapeutics, Inc. reported three months ended March 31, 2024 results: net income $7.2 million, EPS $0.20 per share.
“The company reported a net loss of $7.2 million, or $0.20 per share, for the three months ended March 31, 2024”
Material Agreements
Calidi Biotherapeutics, Inc. entered into Purchase Agreement with each purchaser identified on the signature pages thereto valued at aggregate gross proceeds of approximately $6.077 million (effective 2024-04-16).
“On April 16, 2024, Calidi Biotherapeutics, Inc. (“we,” “our,” or the “Company”) agreed to sell in a public offering an aggregate of 13,232,500 Common Stock Units and 1,965,000 Pre-Funded Warrant Units (“PFW Units”) at an effective combined purchase price of $0.40 per Common Stock Unit or PFW Unit for aggregate gross proceeds of approximately $6.077 million before deducting placement agent fees and offering expenses payable by the Company (the “Offering”).”
Material Agreements
Calidi Biotherapeutics, Inc. amended Amendment to Convertible Note and Settlement Agreement with an investor valued at $1.5 million convertible note (effective 2024-04-14).
“On April 14, 2024, the Company amended the Note to provide that if the holder thereof participates in a registered public offering, under the same terms and conditions as other investors, in the amount equal to the principal amount of the Note, the proceeds from the sale of securities to the promissory noteholder would be used to pay off the Note.”
Facts are extracted by an LLM and gated to those whose source quote is present verbatim in the filing text. Coverage is best-effort while backfill and monitoring mature; this is not yet a full-market index. See methodology.