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Calidi Biotherapeutics Provides Required NYSE American Disclosure

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Calidi Biotherapeutics (NYSE American: CLDI) announced that its audited 2025 Financial Statements in the Form 10-K include an audit report containing an explanatory paragraph stating the statements were prepared assuming the company will continue as a going concern. This disclosure is required under NYSE American Section 610(b) and involves no changes to Calidi’s 2025 filings.

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Positive

  • None.

Negative

  • 2025 audited financials include an auditor explanatory paragraph on going concern
  • NYSE American requires formal disclosure of going concern language in 2025 10-K

News Market Reaction – CLDI

+0.80%
8 alerts
+0.80% Session close to close
-6.0% Trough in 11 hr 15 min
$3.71M Market Cap
0.1x Rel. Volume

In the May 26 session, CLDI gained 0.80%, reflecting a mild positive market reaction. Argus tracked a trough of -6.0% from its starting point during tracking. Our momentum scanner triggered 8 alerts that day, indicating moderate trading interest and price volatility.

Data tracked by StockTitan Argus on the day of publication.

Market Context

This announcement clarifies that CLDI’s latest Form 10-K carries an audit report emphasizing prepara...
Analysis

This announcement clarifies that CLDI’s latest Form 10-K carries an audit report emphasizing preparation on a going concern basis, and that this disclosure is required under Section 610(b) of the NYSE American Company Guide. Recent filings already referenced going concern doubts and modest cash balances. Investors tracking this name may focus on future funding steps, execution toward the planned CLD-401 IND by the end of 2026, and any changes in audit language in subsequent periods.

Historical Context

5 past events · Latest: May 14 (Neutral)
Pattern 5 events
Date Event Sentiment 24h Move Catalyst
May 14 Q1 2026 earnings Neutral -2.3% Reported Q1 2026 net loss and cash of $6.8M with R&D updates.
May 13 Conference presentation Positive +8.1% Announced featured ASGCT talk on RedTail platform and CLD-401/CLD-501 data.
Apr 29 AI partnership Positive -6.9% Announced TransferAI partnership to streamline CLD-401 IND submission using AI.
Apr 21 AACR CLD-401 data Positive -11.3% Presented AACR data on CLD-401 showing IL-15 superagonist activity and immune effects.
Apr 20 AACR T-cell engagers Positive -9.0% Presented AACR data on RedTail T-cell engagers and named CLD-401 as lead asset.

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

Pattern Detected

Recent positive scientific and partnership updates often saw negative price reactions, while a conference presentation was met with a gain, suggesting inconsistent responses to news.

Recent Company History

Over the last month, CLDI reported Q1 2026 results, multiple AACR data updates on lead asset CLD-401, and a strategic AI partnership to support an IND filing targeted by year-end 2026. Several of these scientific and partnership announcements were followed by declines of 6–11%, while a conference presentation on the RedTail platform saw an 8.11% gain. Today’s required disclosure about a going concern audit emphasis follows earlier filings that also referenced going concern doubts and low cash levels.

Key Terms

form 10-k, independent registered public accounting firm, going concern, nyse american company guide
4 terms
form 10-k regulatory
"its Annual Report on Form 10-K for the year ended December 31, 2025"
A Form 10-K is a comprehensive report that publicly traded companies are required to file annually with regulators. It provides a detailed overview of a company's financial health, operations, and risks, similar to a detailed health report. Investors use this information to assess the company's performance and make informed decisions about buying or selling its stock.
independent registered public accounting firm financial
"an audit report from its Independent Registered Public Accounting Firm with an explanatory"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
going concern financial
"were prepared assuming that the Company will continue as a going concern."
Going concern is the accounting assumption that a company will keep operating and meeting its obligations for the foreseeable future. The phrase matters most when a company or its auditors disclose substantial doubt about it, a formal warning that the business may not have enough resources to continue without raising money, restructuring, or selling assets. That language in a filing or press release signals elevated financial risk.
nyse american company guide regulatory
"required by Section 610(b) of the NYSE American Company Guide and does not reflect"
A handbook of rules and requirements that govern companies listed on the NYSE American market, covering eligibility to list, ongoing disclosure duties, corporate governance expectations, and trading practices. It matters to investors because it sets the minimum standards companies must meet to join and remain on that exchange — like a routine safety inspection that signals basic reliability and transparency — helping investors judge regulatory compliance, quality of public information, and potential risks to a stock’s value.

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

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SAN DIEGO, May 22, 2026 (GLOBE NEWSWIRE) -- Calidi Biotherapeutics, Inc. (NYSE American: CLDI) (“Calidi” or “the Company”), a biotechnology company pioneering the development of targeted genetic medicines, today advised that its Financial Statements included in its Annual Report on Form 10-K for the year ended December 31, 2025, contained an audit report from its Independent Registered Public Accounting Firm with an explanatory paragraph emphasizing that the Consolidated Financial Statements were prepared assuming that the Company will continue as a going concern. Release of this information is required by Section 610(b) of the NYSE American Company Guide and does not reflect any change or amendment to any of the Company’s filings for the fiscal year ended December 31, 2025.

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 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, 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 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.

For Investors:

IR@calidibio.com

For Media:

PR@calidibio.com


FAQ

What going concern disclosure did Calidi Biotherapeutics (CLDI) report on May 22, 2026?

Calidi Biotherapeutics reported that its 2025 audited financials include an audit report with an explanatory paragraph about going concern. According to Calidi, the Consolidated Financial Statements were prepared assuming the company will continue as a going concern.

Does the Calidi Biotherapeutics (CLDI) going concern disclosure change its 2025 SEC filings?

The going concern disclosure does not change Calidi Biotherapeutics’ 2025 SEC filings. According to Calidi, releasing this information does not reflect any change or amendment to its Form 10-K or other filings for the year ended December 31, 2025.

Why was Calidi Biotherapeutics (CLDI) required to disclose the going concern paragraph?

Calidi Biotherapeutics was required to disclose the going concern paragraph under Section 610(b) of the NYSE American Company Guide. According to Calidi, this section mandates public disclosure when an auditor’s report includes going concern explanatory language.

What period does the Calidi Biotherapeutics (CLDI) going concern audit paragraph cover?

The going concern audit paragraph relates to Calidi Biotherapeutics’ financial statements for the year ended December 31, 2025. According to Calidi, the explanatory language appears in the audit report included in its 2025 Form 10-K filed with the SEC.

How might the Calidi Biotherapeutics (CLDI) going concern note affect investors?

The going concern note highlights that Calidi’s 2025 financials were prepared assuming continued operations, as stated by its auditor. According to Calidi, investors now have formal NYSE American-mandated disclosure of this explanatory paragraph when assessing the company’s financial condition.