Business Context and Reporting Period
Company: Calidi Biotherapeutics, Inc. (CLDI)
Filing Type: Form 8-K (Current Report)
Date of Report: August 4, 2025
Reporting Period: Event-based report regarding a corporate action effective August 4, 2025.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on a capital structure modification.
Material Changes
- Reverse Stock Split: The Company implemented a 1-for-12 reverse stock split of its issued and outstanding common stock.
- Approval: The split was approved by stockholders at the Annual Meeting held on July 9, 2025.
- Effective Date: The split became effective on August 4, 2025, with trading on a split-adjusted basis commencing August 5, 2025.
- Trading Details: The stock continues to trade under the symbol "CLDI" on NYSE American, LLC, but with a new CUSIP number (320703 408).
- Fractional Shares: No fractional shares were issued; holdings were rounded up to the nearest whole share, and no cash was paid for fractional amounts.
- Equity Awards: All outstanding equity awards were adjusted to reflect the split.
- Ownership: Percentage ownership and voting power remained unchanged, except for minor adjustments due to rounding.
Guidance, Outlook, and Management Commentary
Management Rationale: The Company stated the reverse stock split was intended to optimize market dynamics, broaden investor appeal, and align stock conditions with investor interests.
Outlook and Risks: Management explicitly stated it cannot provide assurance that the split will achieve desired effects or that such effects will be sustained if achieved.
Unusual Items: None reported beyond the capital restructuring.
Investor Verification Checklist
- Verify the new CUSIP number (320703 408) for future trading and record-keeping.
- Confirm the adjusted share count in brokerage accounts reflects the 1-for-12 ratio and rounding up of fractional shares.
- Review the impact of the split on the number of authorized shares (remains 330,000,000 total) versus outstanding shares.
- Monitor post-split trading volume and price to assess if the intended market dynamics improvement materializes.