Calidi Biotherapeutics Announces $1.2 Million Registered Direct Offering
Calidi Biotherapeutics (CLDI) entered a definitive agreement for a registered direct offering of 1,025,640 common shares at $1.17 per share, with closing expected on or about September 18, 2026, subject to customary conditions.
Rhea-AI Summary
Calidi Biotherapeutics (CLDI) entered a definitive agreement for a registered direct offering of 1,025,640 common shares at $1.17 per share, with closing expected on or about September 18, 2026, subject to customary conditions.
The transaction is expected to generate approximately $1.2 million in gross proceeds before expenses. Calidi plans to use the net proceeds for working capital and general corporate purposes. The securities are being issued under an effective shelf registration statement on Form S-3, and the offering will be made using a prospectus and prospectus supplement to be filed with the SEC.
Positive
- Registered direct offering expected to raise approximately $1.2 million in gross proceeds
- New capital earmarked for working capital and general corporate purposes
- Financing conducted under an already effective Form S-3 shelf registration
Negative
- Issuance of 1,025,640 new common shares may dilute existing shareholders
News Explained
The agreed sale remains unclosed, and its 1.2 million dollars of gross proceeds equal 25.1 days of second-quarter operating cash use.
Calidi has signed the agreement but has not yet closed the offering; if completed, issuing
A registered direct is a negotiated sale to selected investors. The Form S-3 supplies shelf capacity rather than completing this sale, while the prospectus supplement carries the final terms for this takedown.
The
Sources and calculations
- Calidi Biotherapeutics registered direct offering announcement (2026-09-17)
- Dilution definition (undated)
- Registered direct offering definition (undated)
- Form S-3 purpose (undated)
- Prospectus supplement purpose (undated)
- Calidi second-quarter 2026 fundamentals (2026-06-30)
- Offering gross against the last reported quarterly operating outflow, in days at that rate $1,200,000 / ($4,353,000 / 91) = 25.1 days
- Available liquidity against the last reported quarterly operating outflow, in days at that rate $4,290,000 / ($4,353,000 / 91) = 89.7 days
Key Figures
- Shares offered
- 1,025,640 shares
- Registered direct offering
- Purchase price
- $1.17 per share
- Registered direct offering
- Gross proceeds
- Approximately $1.2 million
- Before offering expenses
- Expected closing
- September 18, 2026
- Subject to customary closing conditions
- Shelf effectiveness
- October 10, 2024
- Form S-3 registration statement declared effective
Previous Offering Reports
-
Closed a $6.0 million underwritten offering with shares and multiple warrant series
-
Priced a $5.2 million underwritten offering with units and three warrant series
-
Proposed an underwritten offering of units with accompanying common warrants
-
Closed a $6.9 million offering with common stock units and pre-funded warrants
-
Priced a $6 million underwritten offering with common and pre-funded warrant units
24h Move is the share-price change in the day after each event; other market factors may also have contributed.
Key Terms
registered direct offering financial
accredited investors financial
qualified institutional buyers financial
shelf registration statement regulatory
form s-3 regulatory
AI-generated analysis. How Rhea-AI works. Not financial advice.
SAN DIEGO, Sept. 17, 2026 (GLOBE NEWSWIRE) -- Calidi Biotherapeutics, Inc. (NYSE American: CLDI) (“Calidi” or the “Company”), a biotechnology company pioneering the development of targeted genetic medicines, today announced that it has entered into a definitive stock purchase agreement with certain accredited investors and/or qualified institutional buyers for the purchase and sale of 1,025,640 shares of the Company’s common stock, in a registered direct offering, at a per share purchase price of
The closing of the registered direct offering is expected to occur on or about September 18, 2026, subject to the satisfaction of customary closing conditions.
The gross proceeds to Calidi from the registered direct offering, before deducting offering expenses payable by the Company, are expected to be approximately
The securities described above are being offered pursuant to a shelf registration statement on Form S-3 (File No. 333-282456), which was declared effective by the United States Securities and Exchange Commission (“SEC”) on October 10, 2024. The registered direct offering is being made only by means of a prospectus, including a prospectus supplement, which is part of the effective registration statement, that will be filed with the SEC. Electronic copies of the final prospectus supplement and accompanying prospectus may be obtained, when available, on the SEC’s website at http://www.sec.gov.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described therein, nor shall there be any sales of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.
About Calidi Biotherapeutics
Calidi Biotherapeutics (NYSE American: CLDI) is a biotechnology company pioneering the development of targeted therapies with the potential to deliver genetic medicines to distal sites of disease. The Company’s proprietary RedTail platform features an engineered enveloped oncolytic virus designed for systemic delivery and targeting of metastatic sites. This advanced enveloped technology is intended to shield the virus from immune clearance, allowing virotherapy to effectively reach tumor sites, induce tumor lysis, and deliver potent genetic medicine(s) to metastatic locations.
CLD-401, the lead candidate from the RedTail platform, currently in IND-enabling studies, targets metastatic non-small cell lung cancer, head and neck cancer, and other tumor types with high unmet medical need. Calidi continues to advance its pipeline utilizing the RedTail platform including its novel approach to incorporate in situ T-cell engagers in solid tumors.
Calidi Biotherapeutics is headquartered in San Diego, California. For more information, please visit www.calidibio.com or view Calidi’s Corporate Presentation here.
Forward-Looking Statements
This press release may contain forward-looking statements for purposes of the “safe harbor” provisions under the United States Private Securities Litigation Reform Act of 1995. Terms such as “anticipates,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predicts,” “project,” “should,” “towards,” “would” as well as similar terms, are forward-looking in nature, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements include, but are not limited to, the Company’s plans strategies, priorities and key operational initiatives for fiscal year 2026 and 2027, statements concerning key milestones, including certain pre-clinical data, planned clinical trials, and statements relating to the safety and efficacy of Calidi’s therapeutic candidates in development. Any forward-looking statements contained in this discussion are based on Calidi’s current expectations and beliefs concerning future developments and their potential effects and are subject to multiple risks and uncertainties that could cause actual results to differ materially and adversely from those set forth or implied in such forward-looking statements. These risks and uncertainties include, but are not limited to, the risk that Calidi is not able to raise sufficient capital to support its current and anticipated clinical trials, the risk that early results of clinical trials do not necessarily predict final results and that one or more of the clinical outcomes may materially change following more comprehensive review of the data, and as more patient data becomes available, the risk that Calidi may not receive FDA approval for some or all of its therapeutic candidates; and, risks related to changes in applicable laws or regulations; manufacturing and supply chain matters; the availability of capital and other resources; and changes in business, market, economic or competitive conditions. Other risks and uncertainties are set forth in the section entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in the Company’s annual report filed with the SEC on Form 10-K on March 27, 2026, as may be amended or supplemented by other reports we file with the SEC from time to time. We disclaim any obligation to update any forward-looking statement to reflect events or circumstances after the date of this press release or to reflect the occurrence of unanticipated events.
Investors Contact:
IR@calidibio.com
Media Contact:
PR@calidibio.com
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.