Calidi Biotherapeutics Announces Closing of $6.0 Million Underwritten Public Offering and Full Exercise of Underwriters’ Over-Allotment Option

Calidi Biotherapeutics (NYSE AMERICAN: CLDI) closed an underwritten public offering and the underwriters’ full over-allotment, raising approximately $6.0 million gross proceeds before commissions and expenses.

Rhea-AI Summary

Calidi Biotherapeutics (NYSE AMERICAN: CLDI) closed an underwritten public offering and the underwriters’ full over-allotment, raising approximately $6.0 million gross proceeds before commissions and expenses.

The company sold 12,094,631 shares (or pre-funded warrants) and issued Series J, K and L warrants exercisable at $0.50 per share with varying terms (5 years, 1 year, 6 months). Warrants include two-step exercise-price reset provisions.

Positive

• $6.0M gross proceeds raised
• Full exercise of underwriters’ over-allotment
• Issued three warrant series expanding financing flexibility

Negative

• Potential share dilution if 36,283,893 warrants are exercised
• Series K and L warrants expire within one year, pressuring short-term financing

Argus Mar 10 session

-1.50% close to close Open Argus

Details

News Market Reaction – CLDI

On Mar 10, the first trading day after this news, CLDI closed 1.50% below the previous close.

Data tracked by StockTitan Argus for the Mar 10 session.

Market Context

This announcement closes an underwritten offering that raised $6.0 million and issued multiple warra...

Analysis

This announcement closes an underwritten offering that raised $6.0 million and issued multiple warrant series at $0.50 with reset features. Historically, CLDI’s offering-related news has produced sharp moves both up and down, reflecting mixed sentiment toward recurring dilution versus added cash. Investors may focus on how these proceeds support the pipeline, the impact of new warrants on the capital structure, and any future financing needs.

Key Figures

Gross proceeds: $6.0 million Tranche warrants potential: $12 million Shares sold: 12,094,631 shares +5 more

Gross proceeds

$6.0 million

Underwritten public offering closing, before fees and expenses

Tranche warrants potential

$12 million

Potential financing within one year from closing

Shares sold

12,094,631 shares

Common stock (or pre-funded warrants) sold in the offering

Overallotment shares

1,575,000 shares

Underwriters’ option for additional common stock and warrants

Warrant exercise price

$0.50 per share

Initial exercise price for Series J, K, and L warrants

Series J term

5 years

Expiration from issuance for Series J warrants

Series K term

1 year

Expiration from issuance for Series K warrants

Series L term

6 months

Expiration from issuance for Series L warrants

Previous Offering Reports

5 past events · Latest: Mar 06

Same Type 5 events

1. Mar 06

   Offering pricing

   24h Move

   -53.1%

   Priced $5.2M underwritten unit offering with multiple warrants at $0.50.

2. Mar 05

   Offering announcement

   24h Move

   -53.1%

   Announced proposed public offering of units and potential 15% underwriter option.

3. Aug 21

   Offering closing

   24h Move

   +2.4%

   Closed $6.9M underwritten offering with Series I warrants fully exercised.

4. Aug 20

   Offering pricing

   24h Move

   -42.7%

   Priced $6M underwritten offering of stock and pre-funded warrant units.

5. Jul 09

   Warrant exercise deal

   24h Move

   +109.0%

   Raised $4.6M via immediate exercise of multiple warrant series at reduced price.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

underwritten public offering, over-allotment option, pre-funded warrants, warrants, +4 more

8 terms

underwritten public offering financial

"announced the closing of its previously announced underwritten public offering"

An underwritten public offering is when a company sells new shares of its stock to the public with the help of a financial firm, called an underwriter. The underwriter agrees to buy all the shares upfront, reducing the company's risk, and then sells them to investors. This process helps companies raise money quickly and confidently from a wide range of buyers.

over-allotment option financial

"and the exercise in full of the underwriters’ over-allotment option"

An over-allotment option is a special agreement that allows underwriters to sell more shares than initially planned if demand is high. Think of it like a retailer offering extra units of a popular product to meet additional customer interest. This option helps ensure the full sale is completed and can also give investors extra shares if they want more.

pre-funded warrants financial

"sold 12,094,631 shares of common stock (or pre-funded warrants in lieu thereof)"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

warrants financial

"Series J warrants to purchase 12,094,631 shares of common stock"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

View in glossary

shelf registration statement regulatory

"offered pursuant to a shelf registration statement on Form S-3"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

form s-3 regulatory

"shelf registration statement on Form S-3 (File No. 333-284229)"

Form S-3 is a legal document companies use to register their stock sales with the government, making it easier and faster for them to raise money by selling shares to investors. It’s like having a pre-approved shopping list that lets a company quickly sell new shares when they need funds, without going through a lengthy approval process each time.

rule 462(b) regulatory

"related registration statement filed under Rule 462(b) of the Securities Act"

Rule 462(b) is an SEC provision that lets an issuer add more securities of the same class to an already-effective registration statement by filing a short post-effective amendment that becomes effective on filing, so the additional securities are immediately registered without redoing the full approval process. For investors this matters because it lets companies and underwriters expand an offering quickly—like adding extra seats to a sold-out show—changing supply and potential dilution that can affect the stock price.

reverse stock split regulatory

"following the date on which a reverse stock split is approved and deemed effective"

A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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$12 Million of Tranche Warrants Potential Financing Within One Year From Closing

SAN DIEGO, March 09, 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 the closing of its previously announced underwritten public offering and the exercise in full of the underwriters’ over-allotment option for gross proceeds of approximately $6.0 million, prior to deducting underwriting commissions and offering expenses.

In connection with the offering, the Company sold 12,094,631 shares of common stock (or pre-funded warrants in lieu thereof) Series J warrants to purchase 12,094,631 shares of common stock, Series K warrants to purchase 12,094,631 shares of common stock, and Series L warrants to purchase 12,094,631 shares of common stock, including the full exercise of the underwriter’s option to purchase 1,575,000 shares of common stock and accompanying warrants..

Ladenburg Thalmann & Co. Inc. acted as sole book-running manager for the offering.

The securities described above were offered pursuant to a shelf registration statement on Form S-3 (File No. 333-284229), which was declared effective by the United States Securities and Exchange Commission (“SEC”) on February 7, 2025 and the related registration statement filed under Rule 462(b) of the Securities Act of 1933, as amended, which became automatically effective upon filing. A final prospectus supplement was filed with the SEC and is available on the SEC’s website at http://www.sec.gov. Electronic copies of the final prospectus may also be obtained by contacting Ladenburg Thalmann & Co. Inc., Prospectus Department, 640 Fifth Avenue, 4th Floor, New York, New York 10019 or by email at prospectus@ladenburg.com.

The Series J warrant has an initial exercise price of $0.50 per share, is exercisable upon issuance, and has a term expiring five years from issuance. The Series K warrant has an initial exercise price of $0.50 per share, is exercisable upon issuance, and has a term expiring one year from issuance. The Series L warrant has an initial exercise price of $0.50 per share, is exercisable upon issuance, and has a term expiring six months from issuance. The warrants issued in this offering each include a reset of the exercise price on two separate occasions: (i) on the forty-fifth (45^th) calendar day following the date of issuance and (ii) the sixth (6^th) trading day immediately following the date on which a reverse stock split is approved and deemed effective during the fiscal year ended December 31, 2026.

This press release does not constitute an offer to sell or the solicitation of an offer to buy, nor will 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 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 BiTEs 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, 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. 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 31, 2025, 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.

For Investors:

Dave Gentry, CEO
RedChip Companies, Inc.
1-407-644-4256
CLDI@redchip.com

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much did Calidi Biotherapeutics (CLDI) raise in the March 2026 offering?

Calidi raised approximately $6.0 million in gross proceeds from the offering. According to the company, that amount is before underwriting commissions and offering expenses and reflects the full exercise of the underwriters’ over-allotment option.

What warrants did CLDI issue and what are their exercise prices and terms?

CLDI issued Series J, K and L warrants, each with a $0.50 initial exercise price. According to the company, Series J expires in five years, Series K in one year, and Series L in six months from issuance.

Does the CLDI offering include any price reset features on the warrants?

Yes, the warrants include two exercise-price reset events on specified dates. According to the company, resets occur on the 45th calendar day after issuance and after a reverse split becomes effective in fiscal 2026.

How many shares and warrants were sold in Calidi’s offering (CLDI)?

The offering sold 12,094,631 shares (or pre-funded warrants) plus matching Series J, K and L warrants. According to the company, the aggregate share-related issuance matches 12,094,631 units per series.

What short-term financing implications does the CLDI offering create for shareholders?

The offering could prompt near-term dilution if warrants are exercised, especially Series K and L. According to the company, Series K and L expire within one year and six months respectively, creating potential short-term conversion risk.