Business Context and Reporting Period
Company: Calidi Biotherapeutics, Inc. (CLDI)
Filing Type: Form 8-K (Current Report)
Date of Report: August 8, 2025
Reporting Period: Specific event date of August 8, 2025, regarding executive departure and separation agreement.
Key Financial Metrics
This filing does not report standard financial performance metrics such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on a specific executive separation agreement.
Separation Costs Disclosed:
- Negotiated Bonus: $100,000 (related to NNV1 and SNV1 IND approvals).
- Separation Pay: $187,500 (compensation continuation over 6 months).
- Benefits: COBRA premiums for 6 months commencing August 2025.
Material Changes
Executive Departure: Dr. Boris Minev ceased to serve as President, Medical and Scientific Affairs, and as a Section 16 officer, effective July 29, 2025. The position was eliminated by the Compensation Committee.
Agreement Execution: On August 8, 2025, the Company executed a General Release of Claims and Separation Agreement with Dr. Minev. The agreement becomes effective after a seven-business-day revocation period.
Guidance, Outlook, and Risks
Management Commentary: The filing notes the elimination of the President, Medical and Scientific Affairs position. No forward-looking guidance regarding product development timelines or financial outlook is provided in this specific document.
Contingencies: Payment obligations are contingent upon the expiration of the Revocation Period (seven business days from August 8, 2025). The bonus is specifically tied to prior IND approvals for NNV1 and SNV1.
Risks: The filing incorporates the full text of the separation agreement by reference for complete terms and conditions.
Investor Verification Checklist
- Verify the exact timing of the Revocation Period expiration to confirm when payment obligations become legally binding.
- Review Exhibit 10.1 (General Release of Claims and Separation Agreement) for any additional non-monetary terms or restrictive covenants.
- Confirm the status of the NNV1 and SNV1 IND approvals referenced in the bonus clause.
- Assess the impact of the elimination of the President, Medical and Scientific Affairs role on ongoing clinical development programs.