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. shareholders approved 2023 Plan Amendment at the 2026-06-12 meeting.
“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.”
Calidi Biotherapeutics, Inc. shareholders approved Reverse Stock Split at the 2026-06-12 meeting.
“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.”
Calidi Biotherapeutics, Inc. shareholders approved Ratification of the appointment of Auditor at the 2026-06-12 meeting.
“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.”
Calidi Biotherapeutics, Inc. shareholders approved Election of Class III Director Nominee at the 2026-06-12 meeting.
“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.”
Calidi Biotherapeutics, Inc. issued up to 17,391,304 (unvested) shares of common stock of warrant to an accredited investor (the "Holder") for exercise price of $0.23.
“On May 28, 2026, Calidi Biotherapeutics, Inc. (the “Company”) issued an amended and restated warrant (the “Warrant”) to purchase up to 17,391,304 (unvested) shares of common stock of the Company, par value $0.0001 per share (the “Common Stock”), with an exercise price of $0.23 to an accredited investor (the “Holder”) in a private placement transaction.”
Calidi Biotherapeutics, Inc. reported the first quarter ended March 31, 2026 results: net income net loss attributable to common stockholders of $4.4 million, or $0.43 per share, EPS $0.43 per share.
“The Company reported a net loss attributable to common stockholders of $4.4 million, or $0.43 per share, for the three months ended March 31, 2026, compared to a net loss attributable to common stockholders of $5.0 million, or $2.21 per share, for the same period in 2025.”
Calidi Biotherapeutics, Inc. issued up to 17,391,304 (unvested) shares of common stock of warrant to an accredited investor.
“On May 6, 2026, Calidi Biotherapeutics, Inc. (the “Company”) issued a warrant (the “Warrant”) to purchase up to 17,391,304 (unvested) shares of common stock of the Company, par value $0.0001 per share (the “Common Stock”), with an exercise price of $0.23 to an accredited investor in a private placement transaction.”
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”
Calidi Biotherapeutics, Inc. issued 604,732 shares of warrant to underwriter for sold to Underwriter in connection with the Offering.
“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”).”
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.
“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”
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.
“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”
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”).”
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.”
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”).”
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.”
Calidi Biotherapeutics, Inc. engaged CBIZ CPAs P.C. as its auditor.
“ovember 1, 2024, CBIZ CPAs P.C. (“CBIZ”) acquired the attest business of Marcum LLP (“Marcum”), and substantially all of the partners and staff that provided attestation services with Marcum joined CBIZ in connection with the acquisition. Accordingly, on April 30, 2025, as a result of the acquisition, Marcum resigned as the independent registered public accounting firm of Calidi Biotherapeutics, Inc. (the “Company”) and, on April 30, 2025, the Audit Committee of the Company’s Board of Directors (the “Audit Committee”) approved the appointment of CBIZ as the Company’s independent registered public accounting firm. The reports of Marcum on the Company’s consolidated financial statements for the years ended December 31, 2024, and December 31, 2023, did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope, or accounting”
Marcum LLP resigned as auditor of Calidi Biotherapeutics, Inc..
“On April 30, 2025, as a result of the acquisition, Marcum resigned as the independent registered public accounting firm of Calidi Biotherapeutics, Inc.”
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.”
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”
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”).”
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.”
Calidi Biotherapeutics, Inc. amended 2024 Notes with an investor valued at $2.0 million convertible promissory note and $1.5 million convertible note (effective 2024-03-28).
“On March 28, 2024, the Company entered into the (i) first amendment to the First Note, and (ii) second amendment to the Second Note (collectively, the “Amendments”), pursuant to which the parties amended (A) the conversion price to mean the Initial Conversion Price (as defined in the 2024 Notes) until the one hundred and eightieth (180 th ) day from the issuance of the Convertible Notes and the Reset Conversion Price (as defined herein) thereafter; (B) the Reset Conversion Price to be 94.0% of the 10-day VWAP ending on the one hundred and eightieth (180 th ) day from the issuance of the 2024 Notes; (C) the terms relating to a mandatory conversion of the 2024 Notes to provide that in the event that we complete a financing (i) for at least $8 million in a registered offering or (ii) of at least $2 million with a non-affiliated purchaser at an effective price of at least 150% of the initial note conversion price, then the 2024 Notes will be subject to mandatory conversion on or after the”
Calidi Biotherapeutics, Inc. reported year ended December 31, 2023 results: net income net loss of $29.2 million, or $1.73 per share, EPS $1.73 per share.
“The company reported a net loss of $29.2 million, or $1.73 per share, for the year ended December 31, 2023, compared to a net loss of $25.4 million, or $2.99 per share, for the year ended December 31, 2022.”
Calidi Biotherapeutics, Inc. reported three months ended December 31, 2023 results: net income net loss of $8.2 million, or $0.23 per share, EPS $0.23 per share.
“The company reported a net loss of $8.2 million, or $0.23 per share, for the three months ended December 31, 2023, compared to a net loss of $7.8 million, or $0.90 per share, for the same period in 2022.”
Calidi Biotherapeutics, Inc. reported financial results for fourth quarter and full fiscal year ended December 31, 2023.
“On March 15, 2024, Calidi Biotherapeutics, Inc. (the "Company") issued a press release setting forth certain financial and operational information for its fourth fiscal quarter and full fiscal year ended December 31, 2023.”
Calidi Biotherapeutics, Inc. amended convertible notes of $1.5 million with an investor at 10.0% per annum maturing March 8, 2028.
“On March 11, 2024, the Company entered into an amendment to the $1.5 million convertible note (the "Note Amendment"), which amended Section 1(c) pertaining to conditions to closing, by deleting Section 1(c)(iii) in its entirety, which previously provided that the Principal Amount be wired to the Company’s bank account.”
Calidi Biotherapeutics, Inc. incurred convertible notes of $1.5 million with an investor at 10.0% per annum maturing March 8, 2028.
“the Company issued to the investor a $1.5 million convertible note in consideration for the settlement of all claims related to the Supplemental Funding Agreements”
Calidi Biotherapeutics, Inc. incurred convertible notes of $2.0 million with an investor at 10.0% per annum maturing March 8, 2028.
“the investor purchased a $2.0 million convertible note from the Company for cash”
Calidi Biotherapeutics, Inc.: Amended Article II, Section 2.8 to change quorum requirement for stockholder meetings from a majority to one-third of voting power (effective 2024-02-28).
“Article II, Section 2.8 of the Bylaws was amended to modify the quorum required for the transaction of business at a meeting of stockholders of the Company to provide that the holders of one-third (1/3) in voting power of the stock issued and outstanding and entitled to vote, present in person, or by remote communication, if applicable, or represented by proxy, will constitute a quorum for the transaction of business at such meeting, except as otherwise provided by applicable law, the Certificate of Incorporation or the Bylaws.”
Calidi Biotherapeutics, Inc. entered into Convertible Promissory Note Purchase Agreement with Accredited Investor (the Lender) valued at $1,000,000 (effective 2024-01-26).
“On January 26, 2024, Calidi Biotherapeutics, Inc. (the “Company”) entered into a convertible promissory note purchase agreement (the “Purchase Agreement”) with an Accredited Investor (the “Lender”), for a loan in the principal amount of One Million dollars ($1,000,000), the proceeds of which will be used by the Company for working capital purpose (the “Loan”).”
Calidi Biotherapeutics, Inc. entered into Standby Equity Purchase Agreement with YA II PN, Ltd. valued at up to $25,000,000 (effective 2023-12-10).
“On December 10, 2023, Calidi Biotherapeutics, Inc. (the “Company”) entered into a Standby Equity Purchase Agreement (the “SEPA”) with YA II PN, Ltd., a Cayman Island exempt limited partnership (“Yorkville”). Pursuant to the SEPA, the Company will have the right, but not the obligation, to sell to Yorkville up to $25,000,000 of its shares of Common Stock, par value $0.0001 per share (the “Common Stock”), at the Company’s request any time during the 36 months following the execution of the SEPA.”
David LaPre was appointed as Director at Calidi Biotherapeutics, Inc..
“the Board appointed Mr. David LaPre as a director to fill the vacancy in connection with Mr. Vecchiolla’s departure, effective January 1, 2024.”
Thomas Vecchiolla resigned as Director at Calidi Biotherapeutics, Inc..
“Mr. Thomas Vecchiolla announced that he will be resigning as a director of the Board of Directors (the “Board”) of Calidi Biotherapeutics, Inc. (the “Company”) effective January 1, 2024.”
Alfonso Zulueta resigned as Director at Calidi Biotherapeutics, Inc..
“the resignation of Mr. Alfonso Zulueta as a director of the Company, including his position on audit committee of the Board, effective immediately”
Calidi Biotherapeutics, Inc. reported third quarter 2023 results: net income $2.0 million, or $0.14 per share, EPS $0.14 per share.
“The company reported a net loss of $2.0 million, or $0.14 per share, for the three months ended September 30, 2023”
Andrew Jackson was appointed as Chief Financial Officer at Calidi Biotherapeutics, Inc..
“On October 27, 2023, the Board of Directors approved and ratified the appointment of Mr. Andrew Jackson as the Chief Financial Officer of the Company and the Compensation Committee approved and ratified the Employment Agreement with Mr. Andrew Jackson effective October 30, 2023 .”
Tony Kalajian resigned as Chief Accounting Officer and interim Chief Financial Officer at Calidi Biotherapeutics, Inc..
“On October 23, 2023, Mr. Tony Kalajian resigned from all positions in Calidi Biotherapeutics, Inc., including his roles as Chief Accounting Officer and as interim Chief Financial Officer.”
Alan R. Stewart was appointed as Class I director at Calidi Biotherapeutics, Inc..
“On October 10, 2023, the Company announced the appointment of Mr. Alan R. Stewart as the Class I director of the Company, effective immediately”
Dr. Heehyoung Lee resigned as Director at Calidi Biotherapeutics, Inc..
“On October 10, 2023, the Company announced the resignation of Dr. Heehyoung Lee, including all her positions on the committees of the Board, effective immediately.”
Calidi Biotherapeutics, Inc.: Adopted a new Code of Business Conduct and Ethics.
“the Board adopted a new Code of Business Conduct and Ethics applicable to all of the Company’s directors and employees”
Calidi Biotherapeutics, Inc.: Adopted amended and restated bylaws.
“adopted the amended and restated bylaws (the “Amended and Restated Bylaws”), which became effective at Closing”
Calidi Biotherapeutics, Inc.: Amended and restated certificate of incorporation via Second Amended and Restated Certificate of Incorporation.
“the Company amended and restated its certificate of incorporation pursuant to the filing of the Second Amended and Restated Certificate of Incorporation (“Second Amended and Restated Certificate of Incorporation”) with the Secretary of State of the State of Delaware (“Delaware Secretary of State”) which became effective upon acceptance of filing by the Delaware Secretary of State”
Calidi Biotherapeutics, Inc. underwent a change of control involving First Light Acquisition Group, Inc. (closed 2023-09-12).
“Business Combination On September 12, 2023, First Light Acquisition Group, Inc., a Delaware corporation (“FLAG”) consummated a series of transactions that resulted in the merger of FLAG Merger Sub Inc., a Nevada corporation, a wholly-owned subsidiary of FLAG (“Merger Sub”) and Calidi Biotherapeutics, Inc., a Nevada corporation (“Calidi”) pursuant to the Agreement and Plan of Merger”
Calidi Biotherapeutics, Inc. entered into Share and Warrant Cancellation Agreement with Sponsor and Metric.
“effective as of the Closing Date, the Company entered into the Share and Warrant Cancellation Agreement with the Sponsor and Metric.”
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.