Business Context and Reporting Period
Company: Calidi Biotherapeutics, Inc. (CLDI)
Filing Type: Form 8-K (Current Report)
Date of Report: March 5, 2026 (Earliest event reported)
Reporting Period: Events occurring between March 5, 2026, and March 11, 2026.
Context: The Company, an emerging growth company, announced and closed an underwritten public offering of common stock units and pre-funded warrant units. Additionally, the Company amended terms of existing warrants held by certain investors.
Key Financial Metrics and Capital Structure
Capital Raised: Gross proceeds of approximately $6.03 million from the Offering.
Use of Proceeds: Working capital and general corporate purposes.
Outstanding Shares: 10,545,725 shares of Common Stock as of March 11, 2026 (including 150,000 non-voting shares held in escrow).
Financial Performance: The filing text does not provide revenue, profit, cash flow, margins, or debt figures for the period.
Material Changes and Transaction Details
Underwritten Public Offering
- Securities Issued:
- 2,278,731 Common Stock Units (including 1,575,000 from full exercise of the Over-Allotment Option).
- 9,815,900 Pre-Funded Warrant Units.
- Pricing:
- Common Stock Units: $0.50 per unit.
- Pre-Funded Units: $0.499 per unit.
- Warrant Structure (New): Each unit includes Series J, K, and L warrants with an initial exercise price of $0.50.
- Series J: Expires 5 years from issuance.
- Series K: Expires 1 year from issuance.
- Series L: Expires 6 months from issuance.
- Reset Provisions: Exercise prices may reset on the 45th calendar day or following a reverse stock split, subject to a $0.25 floor prior to the 45-day reset date.
- Underwriter Warrant: Issued to Ladenburg Thalmann & Co. Inc. to purchase up to 604,732 shares at $0.625 per share, expiring March 9, 2031.
Warrant Amendments
The Company amended existing warrants (Series G, H, and I) held by certain investors, reducing the exercise price to $0.50 per share for all affected warrants:
- Series G: 504,417 shares (Original price: $8.3448).
- Series H: 279,168 shares (Original price: $8.40).
- Series I: 2,190,000 shares (Original price: $2.00).
Guidance, Outlook, and Restrictions
Management Commentary: The Company intends to use proceeds for working capital and general corporate purposes. No specific operational guidance or clinical trial milestones were detailed in this filing.
Lock-Up Agreements: Directors and executive officers are restricted from selling securities for 90 days following the closing date (March 9, 2026).
Issuance Restrictions:
- The Company agreed not to issue common stock or equivalents for 60 days following the closing date.
- Prohibition on variable rate transactions for 6 months, with specific exceptions for at-the-market offerings and equity lines of credit expiring on the six-month anniversary.
Investor Verification Checklist
- Dilution Impact: Verify the fully diluted share count post-offering, considering the 9.8 million pre-funded units and the 2.2 million common stock units.
- Warrant Economics: Review the specific reset triggers for Series J, K, and L warrants, particularly the 45-day reset provision and the $0.25 floor.
- Existing Warrant Holders: Confirm the identity of investors who received the warrant amendment reducing exercise prices from as high as $8.40 to $0.50.
- Cash Position: Assess the company's remaining cash runway given the $6.03 million gross proceeds and the absence of revenue data.
- Lock-Up Expiry: Note the 90-day lock-up expiration for insiders and the 60-day restriction on new issuances.