CLDI

Business Context and Reporting Period

Company: Calidi Biotherapeutics, Inc. (CLDI)
Filing Type: Form 8-K (Current Report)
Date of Report: March 28, 2025
Event: Entry into a Material Definitive Agreement for a registered direct offering and concurrent private placement.
Closing Date: March 31, 2025

Key Financial Metrics and Transaction Details

This filing details a capital raise rather than periodic financial performance. Key transaction metrics include:

• Gross Proceeds: Approximately $3.9 million (before fees and expenses).
• Securities Issued:
  • 3,325,000 shares of Common Stock at $0.65 per share.
  • 2,728,000 Pre-funded Warrants at $0.649 per warrant (exercise price $0.001).
  • 6,053,000 Series G Common Warrants (exercise price $0.6954).
• Placement Agent Fees: 8.0% cash fee plus 1% management fee of gross proceeds, plus reimbursement of expenses.
• Placement Agent Warrants: 302,650 shares (5% of registered direct offering) at an exercise price of $0.8125.

Note: The filing does not provide current revenue, profit, cash flow, or debt levels. It focuses solely on the terms of the equity offering.

Material Changes and Lock-Up Provisions

The transaction introduces significant dilution and market restrictions:

• Market Standoff: The Company is restricted from issuing new Common Stock or equivalents for 75 days post-closing. Variable rate transactions are restricted for 6 months, unless the stock price exceeds $1.25 for five consecutive trading days.
• Insider Lock-Up: Directors and executive officers are locked up for 90 days from the closing date.
• Warrant Terms: Common Warrants are exercisable 6 months after issuance with a 7.5-year term. Pre-funded Warrants are immediately exercisable.

Outlook, Risks, and Management Commentary

Management Commentary: The Company utilized a shelf registration statement (Form S-3) declared effective on February 7, 2025, to facilitate the offering. The proceeds are intended to support the Company's operations, though specific allocation is not detailed in this 8-K.

Risks and Contingencies:

• Dilution: The issuance of shares, pre-funded warrants, and common warrants will dilute existing shareholders.
• Liquidity Constraints: The market standoff and lock-up agreements restrict the Company's ability to raise additional capital via equity for the specified periods.
• Unregistered Securities: The Common Warrants and Placement Agent Warrants were sold under Section 4(a)(2) and Regulation D exemptions and are not registered for public resale until a registration statement is filed and declared effective.

Investor Verification Checklist

• Verify the net proceeds after deducting the 9% total placement agent fees and other offering expenses.
• Confirm the total fully diluted share count post-transaction, including all warrant exercises.
• Review the Company's cash runway and burn rate in the most recent 10-Q or 10-K to assess the sufficiency of the $3.9 million raise.
• Monitor the stock price relative to the $1.25 threshold to determine when the market standoff on variable rate transactions may expire.
• Check for the filing of the resale registration statement for the unregistered warrants within the required 45-day window.