Business Context and Reporting Period
Company: Calidi Biotherapeutics, Inc. (CLDI)
Filing Type: Form 10-Q (Unaudited)
Period Ended: March 31, 2026
Business Overview: Calidi is a biotechnology company developing targeted therapies using its proprietary RedTail platform, an engineered enveloped oncolytic virus designed for systemic delivery to metastatic sites. The company has no approved products and has not generated revenue from product sales. Operations focus on research, development, and capital raising.
Key Financial Metrics
| Metric | Q1 2026 | Q1 2025 |
|---|---|---|
| Revenue | $0 | $0 |
| Net Loss (Attributable to Common Stockholders) | $(4.42) million | $(4.99) million |
| Net Loss Per Share (Basic & Diluted) | $(0.43) | $(2.21) |
| Operating Expenses | $(4.19) million | $(5.06) million |
| Cash and Restricted Cash (End of Period) | $6.85 million | $10.78 million |
| Net Cash Used in Operating Activities | $(4.12) million | $(7.13) million |
| Net Cash Provided by Financing Activities | $5.16 million | $8.11 million |
| Total Debt (Promissory Note) | $0.60 million | $0.60 million |
| Accumulated Deficit | $(145.73) million | $(126.70) million |
Material Changes vs. Prior Period
- Expense Reduction: Total operating expenses decreased by approximately 17% ($0.88 million) compared to Q1 2025. This was driven primarily by a 39% reduction in General and Administrative (G&A) expenses ($1.04 million decrease), attributed to lower salaries, accounting fees, and consulting costs. Research and Development (R&D) expenses increased slightly by 7% ($0.16 million) due to higher drug manufacturing and preclinical costs.
- Financing Activity: The company raised approximately $6.0 million in gross proceeds during Q1 2026 through a Confidentially Marketed Public Offering (CMPO) involving common stock units and pre-funded warrant units. This contrasts with Q1 2025, which saw proceeds from multiple offerings including a registered direct offering and at-the-market sales.
- Warrant Liability: A significant non-cash charge of $0.31 million was recorded as a "deemed dividend" due to the amendment of existing warrant exercise prices, reducing the net loss attributable to common stockholders.
- Share Count: Outstanding common shares increased significantly from 7.2 million at year-end 2025 to 11.8 million at March 31, 2026, due to the Q1 2026 offering and warrant exercises.
Outlook, Risks, and Management Commentary
- Going Concern: Management has concluded that there is substantial doubt about the company's ability to continue as a going concern for at least 12 months from the date of issuance. The company estimates it does not have sufficient cash on hand to support current operations for one year and will require substantial additional funding.
- Capital Needs: Future funding is expected to come from public or private equity offerings, debt financings, or strategic collaborations. The company warns that raising capital through equity will result in dilution to existing shareholders.
- Development Pipeline: The company expects to file an Investigational New Drug (IND) application for CLD-401 (RedTail platform) by the end of 2026. CLD-201 (SuperNova platform) received Fast Track Designation from the FDA in July 2025.
- Legal Proceedings: The company is involved in consolidated litigation with former executives (Kalajian and Sanchez) regarding employment disputes and unauthorized bonuses, with a trial date set for May 2027. A securities fraud case filed by Mr. Yian Zeng is also pending with discovery completed.
- Warrant Amendments: In March 2026, the company amended the exercise price of certain outstanding warrants (Series G, H, and I) from prices ranging between $2.00 and $8.40 down to $0.50 per share.
Investor Verification Checklist
- Liquidity Runway: Verify the specific timeline for the next capital raise given the "substantial doubt" going concern warning and current cash balance of ~$6.6 million.
- Dilution Impact: Assess the impact of the 49.4 million outstanding warrants (including 12 million Series J, K, and L warrants issued in Q1 2026) on future share price and ownership.
- Legal Exposure: Monitor the status of the consolidated employment litigation and the securities fraud case, as outcomes could result in significant damages or reputational harm.
- Warrant Terms: Review the reset provisions for the Series J, K, and L warrants, which allow exercise price adjustments based on trading volume, potentially leading to further dilution.
- Revenue Timeline: Confirm the feasibility of the projected end-of-2026 IND filing for CLD-401, as the company has no revenue and relies entirely on external funding.