Business Context and Reporting Period
Calidi Biotherapeutics, Inc. (CLDI) filed a Current Report on Form 8-K dated July 27, 2026. The filing reports the implementation of a 1-for-16 reverse stock split of its common stock, approved by stockholders on June 12, 2026, and filed with the Delaware Secretary of State on July 27, 2026.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The report focuses exclusively on capital structure adjustments.
- Post-Split Outstanding Shares: Approximately 2,445,396 shares of Common Stock and 9,375 shares of Non-Voting Common Stock.
- Authorized Capital: 330,000,000 shares of Common Stock (312,000,000 Voting; 18,000,000 Non-Voting) and 1,000,000 shares of Preferred Stock.
- Par Value: Remained unchanged at $0.0001 per share.
Material Changes
The primary material change is the reduction of the number of outstanding shares by a ratio of 1-for-16. The split became effective on July 30, 2026, with trading on a split-adjusted basis commencing on July 31, 2026, under the existing symbol "CLDI" on NYSE American. A new CUSIP number (320703 507) was assigned. Fractional shares were rounded up to the nearest whole share, with no cash paid for fractions. All outstanding equity awards were adjusted accordingly.
Guidance, Outlook, and Risks
Management Commentary: The reverse stock split was executed as a proactive measure to increase the per-share trading price and support continued listing on the NYSE American, aiming to mitigate delisting risks associated with failing to meet minimum price standards.
Risks and Contingencies: Management explicitly stated it cannot provide assurance that the split will achieve the desired price increase or that such effects will be sustained. The filing notes that stockholder percentage ownership and voting power remained unchanged, except for minor adjustments due to fractional share rounding.
Investor Verification Checklist
- Verify the new CUSIP number (320703 507) for trading and settlement purposes.
- Confirm the adjusted share count in brokerage accounts reflects the 1-for-16 ratio and rounding up of fractional shares.
- Monitor the post-split trading price to assess if the measure successfully maintains NYSE American listing standards.
- Review the impact of the split on outstanding equity awards and option strike prices.