Calidi Biotherapeutics Announces Pricing of $5.2 Million Underwritten Public Offering
Rhea-AI Summary
Calidi Biotherapeutics (NYSE AMERICAN: CLDI) priced an underwritten public offering of 10,519,631 units at $0.50 per unit, expected to raise approximately $5.2 million gross before fees. Each unit includes common stock (or a pre-funded warrant) and three warrants (6‑month, 12‑month, 5‑year).
The company granted a 45‑day overallotment option for up to an additional 1,575,000 shares/warrants per series (aggregate up to 4,725,000 shares). Certain existing warrants for 2,973,585 shares will be amended to a reduced exercise price of $0.50 upon closing. Closing expected on or about March 9, 2026.
Positive
- Gross proceeds of approximately $5.2 million
- Immediate exercisability of issued warrants could accelerate funding
- Amendment reduces exercise price for 2,973,585 warrants to $0.50
Negative
- Issuance of 10,519,631 units and warrants creates potential share dilution
- Over-allotment option could add up to 4,725,000 shares, increasing dilution
- Immediate exercisable warrants at $0.50 may pressure share price if exercised
News Market Reaction – CLDI
On the day this news was published, CLDI declined 53.14%, reflecting a significant negative market reaction. Argus tracked a trough of -35.0% from its starting point during tracking. Our momentum scanner triggered 29 alerts that day, indicating elevated trading interest and price volatility. This price movement removed approximately $6M from the company's valuation, bringing the market cap to $6M at that time. Trading volume was exceptionally heavy at 17.8x the daily average, suggesting significant selling pressure.
Data tracked by StockTitan Argus on the day of publication.
Key Figures
Market Reality Check
Peers on Argus
CLDI was down 3.12% while momentum peers ERNA and RNAZ were up 2.96% and 4.07%, suggesting a stock-specific reaction to the financing.
Previous Offering Reports
| Date | Event | Sentiment | Move | Catalyst |
|---|---|---|---|---|
| Aug 21 | Offering closing | Neutral | +2.4% | Closed $6.9M underwritten offering with 5-year Series I warrants. |
| Aug 20 | Offering pricing | Neutral | -42.7% | Priced $6M underwritten offering of common and pre-funded units. |
| Jul 09 | Warrant exercises | Neutral | +109.0% | Secured $4.6M gross from immediate exercise of multiple warrant series. |
| Jan 10 | Offering closing | Neutral | +0.4% | Closed $4.25M offering of 5,000,000 shares at $0.85 each. |
| Jan 10 | Offering pricing | Neutral | -32.2% | Priced $4.25M common stock offering at $0.85 per share. |
Prior offerings triggered large, often divergent moves, with both sharp gains and steep declines following capital-raising and warrant-related announcements.
Over the past year, Calidi used multiple equity and warrant transactions to fund operations. In Jan 2025 it priced and then closed a $4.25M common stock offering at $0.85 per share. In Jul 2025, warrant exercises brought in about $4.6M in gross proceeds at $0.70 per share. In Aug 2025, it announced and then closed a $6M–$6.9M underwritten offering with Series I warrants. These financing events show an ongoing reliance on equity-linked capital.
Historical Comparison
In the past year, CLDI had 5 offering-related announcements with an average move of 7.37%. Today’s financing news came as shares traded at 0.7697, down 3.12% on the session.
The company has repeatedly accessed equity and warrant structures—public offerings and warrant exercises—highlighting a pattern of financing via public markets to support operations.
Market Pulse Summary
The stock dropped -53.1% in the session following this news. A negative reaction despite the added capital fits past patterns where offering announcements led to sharp declines. Prior financings showed that new equity and warrant issuance can pressure shares even as cash levels improve. With multiple recent offerings and amended warrants at $0.50, concerns around dilution and overhang could have reinforced selling pressure following this $5.2M transaction.
Key Terms
pre-funded warrant financial
warrants financial
over-allotments financial
shelf registration statement regulatory
form s-3 regulatory
rule 462(b) regulatory
prospectus supplement regulatory
AI-generated analysis. Not financial advice.
Short Term Tranche Warrants Potentially Raise
SAN DIEGO, March 06, 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 pricing of its underwritten public offering of 10,519,631 units, with each unit consisting of one share of common stock (or pre-funded warrant in lieu thereof), (ii) one 6 month warrant to purchase one share of common stock, (iii) one 12 month warrant to purchase one share of common stock and (iv) one five year warrant to purchase one share of common stock (collectively, the “Warrants”) .
Ladenburg Thalmann & Co. Inc. is acting as sole book-running manager for the offering.
Each unit is being sold to the public at a price of
The Company has granted the underwriter a 45-day option to purchase up to an additional 1,575,000 shares of common stock and/or warrants to purchase up to 1,575,000 shares of common stock for each series of warrants described above (or up to an aggregate of 4,725,000 shares of common stock), or any combination thereof, solely to cover over-allotments, if any, at the public offering price, less underwriting discounts and commissions.
Calidi intends to use the net proceeds from the offering for working capital and for general corporate purposes.
The Warrants will be immediately exercisable and will entitle the holder to purchase one share of common stock (or pre-funded warrant in lieu thereof) at an exercise price of
This offering is expected to close on or about March 9, 2026, subject to the satisfaction of customary closing conditions.
The Company also has agreed that certain existing warrants held by investors in the offering to purchase up to an aggregate of 2,973,585 shares of the Company’s common stock that were previously issued to the investors will be amended effective upon the closing of the offering so that such warrants will have a reduced exercise price of
The securities described are being 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. The offering will be made only by means of a written prospectus. A final prospectus supplement and accompanying prospectus describing the terms of the offering will be filed with the SEC on its website at www.sec.gov. Copies of the final prospectus supplement and the accompanying prospectus relating to the offering 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.
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
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
What is Calidi Biotherapeutics (CLDI) offering in the March 2026 public offering?
How could the CLDI offering dilute existing shareholders?
When is the Calidi (CLDI) offering expected to close and who manages it?
What are the exercise terms of the warrants issued in the CLDI offering?
How much additional capital could CALDI potentially raise from short‑term warrants?
Where can investors find the final prospectus for the CLDI offering?
