Business Context and Reporting Period
This Form 8-K Current Report is filed by Calidi Biotherapeutics, Inc. (CLDI), an emerging growth company incorporated in Delaware. The report covers events occurring on July 24, 2025, and July 25, 2025.
Key Financial Metrics
This filing does not contain financial statements, revenue, profit, cash flow, margin, debt, or liquidity data. The report focuses on corporate governance and capital structure events.
Material Changes
- Executive Departure: The position of President, Medical and Scientific Affairs held by Dr. Boris Minev was eliminated effective July 29, 2025. Dr. Minev will cease to serve as an executive officer.
- Reason for Change: The elimination is part of an ongoing review of organizational structure and cost optimization efforts. The Company states there was no disagreement regarding operations, policies, or practices.
- Succession: Dr. Guy Travis Clifton, Chief Medical Officer, Consultant, and Advisor, will assume Dr. Minev's responsibilities.
- Proposed Reverse Stock Split: The Company announced a proposed reverse stock split of its common stock at a ratio of 1-for-12.
Guidance, Outlook, and Risks
- Compensation Arrangements: The Company expects to enter into a Separation and General Release of Claims Agreement with Dr. Minev. Material terms of this agreement will be disclosed in a future Form 8-K if executed.
- Regulatory Disclosure: Information regarding the reverse stock split is furnished under Item 7.01 and Item 8.01 and is not deemed filed for purposes of Section 18 of the Exchange Act.
Investor Verification Checklist
- Verify the final terms of the Separation and General Release of Claims Agreement with Dr. Minev in the subsequent Form 8-K.
- Confirm the effective date and implementation details of the proposed 1-for-12 reverse stock split.
- Monitor the Company's cash burn rate and liquidity position given the stated "cost optimization efforts."
- Review the impact of the leadership change on the Company's clinical development pipeline and regulatory strategy.