Calidi Biotherapeutics, Inc. current report, 21 September 2026

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Calidi Biotherapeutics, Inc. — Form 8-K Summary

Business Context and Reporting Period

Calidi Biotherapeutics, Inc. filed a Form 8-K concerning an NYSE American continued-listing deficiency. The filing identifies September 21, 2026 as the earliest reported event date; the filing also references a September 25, 2026 press release and is signed and dated September 25, 2026.

Financial Position and Key Metrics

  • Stockholders’ equity was $3.1 million as of June 30, 2026.
  • The Company reported net losses in three of its four most recent fiscal years ended December 31, 2025.
  • NYSE American Section 1003(a)(ii) requires at least $4.0 million of stockholders’ equity for companies meeting the applicable loss criterion.
  • The filing does not provide revenue, operating income, cash flow, cash balance, debt, liquidity runway, or margin data.

Material Changes and Listing Status

  • NYSE American notified the Company that it was not in compliance with the stockholders’ equity continued-listing standard.
  • The deficiency reflects a $0.9 million shortfall relative to the stated $4.0 million requirement.
  • The Company is not currently eligible for an exemption from the applicable stockholders’ equity requirements.
  • The notice has no immediate effect on the listing or trading of the common stock. Shares will continue to trade on NYSE American under “CLDI,” subject to compliance with other listing standards.
  • NYSE American will identify the Company as a noncompliant issuer on its website and disseminate a “.BC” indicator with the ticker.

Outlook, Risks, and Contingencies

  • The Company must submit a remediation plan by October 21, 2026, describing actions taken or planned to regain compliance by March 21, 2028.
  • The Company stated that it intends to submit the plan on time.
  • If the plan is accepted, the Company will be subject to periodic reviews, including quarterly monitoring.
  • If the Company does not submit a plan, or if the plan is rejected, delisting proceedings will commence.
  • If the plan is accepted but the Company fails to regain compliance by March 21, 2028 or fails to make progress consistent with the plan, NYSE American staff may initiate delisting proceedings.
  • The Company may appeal a staff delisting determination under the NYSE American Company Guide.
  • Key risks include the Company’s ability to raise capital or otherwise increase stockholders’ equity, NYSE American’s evaluation of its remediation plan, and risks disclosed in its Form 10-K for the year ended December 31, 2025 and subsequent SEC filings.

Investor Verification Items

  1. Verify the Company’s June 30, 2026 balance sheet, including stockholders’ equity, cash, debt, and liquidity runway.
  2. Review the remediation plan submitted by October 21, 2026 and any NYSE American response.
  3. Monitor quarterly progress toward the March 21, 2028 compliance deadline and any delisting or appeal actions.
  4. Assess the Company’s ability to raise capital and the potential dilution or other effects of measures intended to increase stockholders’ equity.
  5. Review the September 25, 2026 press release attached as Exhibit 99.1 and the risk factors in subsequent SEC filings.