Business Context and Reporting Period
Company: Calidi Biotherapeutics, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: July 10, 2024
Reporting Period: Event date July 10, 2024; Effective date of action July 15, 2024.
The Company filed a First Certificate of Amendment to its Second Amended and Restated Certificate of Incorporation with the Delaware Secretary of State to effect a reverse stock split.
Key Financial Metrics
This filing is a corporate action report and does not contain financial performance data. The filing text does not provide values for revenue, profit, cash flow, margins, debt, or liquidity.
Material Changes
- Reverse Stock Split: A 1-for-10 reverse stock split of the Company's Common Stock was approved by stockholders on June 6, 2024, and filed on July 10, 2024.
- Effective Date: The split became effective at 12:01 a.m. (Eastern Time) on July 15, 2024.
- Share Consolidation: Every ten (10) shares of issued and outstanding Common Stock were automatically combined into one (1) share.
- Fractional Shares: No fractional shares were issued; fractional interests were rounded up to the next whole number.
- Authorized Shares: The number of authorized shares remains unchanged at 330,000,000.
- Trading Details: Common stock began trading on a split-adjusted basis on July 15, 2024, under the symbol "CLDI" on NYSE American. The new CUSIP is 320703309.
Guidance, Outlook, and Adjustments
- Equity Adjustments: Proportionate adjustments were made to the per share exercise price and the number of shares purchasable upon exercise of outstanding stock options.
- Equity Plan: Adjustments were made to the number of shares reserved for future issuance under the 2023 Equity Incentive Plan.
- Warrants: Publicly-traded warrants (Symbol: CLDI WS) continue to trade on NYSE American; their CUSIP number remains unchanged.
- Management Commentary: The Board exercised its discretion to select a 1-for-10 ratio within the approved range of 1-for-10 to 1-for-50.
Investor Verification Checklist
- Verify the new CUSIP number (320703309) for Common Stock holdings.
- Confirm the adjusted number of shares held post-split (1-for-10 ratio).
- Review the adjusted exercise prices and share counts for any outstanding stock options.
- Check the trading status of warrants (CLDI WS) to ensure no CUSIP change occurred.
- Review the full text of the First Certificate of Amendment (Exhibit 3.1) for legal specifics.