Business Context and Reporting Period
This Form 8-K reports on the 2024 Annual Meeting of Stockholders held by Calidi Biotherapeutics, Inc. on September 20, 2024. The Company is an emerging growth company incorporated in Delaware, with its principal executive offices in San Diego, CA.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on corporate governance and voting results.
Material Changes and Voting Results
As of the record date of July 30, 2024, there were 7,758,396 shares of Common Stock outstanding. At the Annual Meeting, 4,641,839 shares (approximately 57.57%) were represented, constituting a quorum. The following material changes occurred:
- Board Composition: Alan Stewart was elected as a Class I Director to serve a three-year term. George Ng, who served since February 2022, did not stand for re-election and ceased to serve as a director effective upon the completion of the meeting.
- Board Size Reduction: The Board reduced its size from six (6) to five (5) members by eliminating the Class I vacancy, resulting in no current vacancies.
- Auditor Ratification: Stockholders ratified the appointment of Marcum LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2024.
Guidance, Outlook, and Risks
The filing text does not provide a clear value for financial guidance, outlook, management commentary on operations, risks, contingencies, or unusual items.
Investor Verification Checklist
- Verify the new Board composition and the specific term end date for the newly elected director, Alan Stewart.
- Confirm the rationale for George Ng's departure and the strategic impact of reducing the Board size to five members.
- Review the full Proxy Statement referenced in the filing for detailed voting breakdowns and director biographies.
- Check subsequent filings for the Company's financial performance, as this 8-K contains no financial data.