Business Context and Reporting Period
This Form 8-K Current Report was filed by Calidi Biotherapeutics, Inc. (CLDI) on October 27, 2023, covering events occurring on October 25, 2023, and October 30, 2023. The filing primarily addresses the appointment of a new Chief Financial Officer and the execution of a material definitive employment agreement.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The document focuses exclusively on executive compensation and corporate governance changes.
Material Changes and Executive Appointment
The Company entered into an employment agreement with Andrew Jackson to serve as Chief Financial Officer, effective October 30, 2023. Key terms of the agreement include:
- Base Salary: $430,000 annually.
- Annual Bonus: Eligible for up to 35% of base salary, subject to Board approval.
- Equity Grant: 300,000 incentive stock options at fair market value on the grant date.
- Vesting Schedule: One-year cliff (25% vesting after one year), followed by monthly vesting of the remaining balance over the subsequent 36 months.
- Severance: Six months of base salary payable upon termination without Cause or resignation with Good Reason. This increases to 12 months if such termination occurs following a Change in Control.
Mr. Jackson brings over 25 years of corporate finance experience, having previously served as CFO for Eterna Therapeutics, Ra Medical Systems, AltheaDx, and Celladon Corporation.
Guidance, Outlook, and Risks
The filing contains no financial guidance, operational outlook, or discussion of market risks. The primary contingency noted is the condition that post-termination severance payments require the execution and non-revocation of a general release of claims by Mr. Jackson.
Investor Verification Checklist
- Verify the total potential equity value of the 300,000 stock options based on the grant date fair market value.
- Review the full text of the Employment Agreement (Exhibit 10.1) for specific definitions of "Cause," "Good Reason," and "Change in Control."
- Confirm the impact of this appointment on the Company's cash burn rate given the new annual salary and potential bonus obligations.
- Check subsequent filings for the actual grant date and exercise price of the stock options.