Calidi Biotherapeutics Inc SEC Filings

Calidi Biotherapeutics director Allan Camaisa reported an insider sale of the company’s common stock. On 12/12/2025, AJC Capital, LLC, which is controlled by Camaisa, sold 850 shares of Calidi Biotherapeutics common stock at $1.455 per share. The filing states that these sales were made for estate and tax planning purposes.

After this transaction, Camaisa is reported to beneficially own 76,952 shares of common stock. This includes 6,394 shares held directly, 19,860 shares held by AJC Capital, LLC, and 50,698 shares held by Jamir Trust. Camaisa is the sole managing member and owner of AJC and the sole trustee of Jamir Trust, so he is deemed to beneficially own the shares held by those entities. All share figures give retrospective effect to a 1-for-12 reverse stock split that became effective on August 4, 2025.

Calidi Biotherapeutics (CLDI) filed its Q3 2025 report showing continued operating losses and a going concern warning. The company reported a Q3 net loss of $5.181M and a nine‑month net loss of $16.004M. Total operating expenses were $5.048M in Q3 and $15.774M year‑to‑date.

Liquidity remains tight. Cash was $10.375M as of September 30, 2025, with net cash used in operating activities of $16.249M for the nine months. The balance sheet listed total assets of $14.029M, total liabilities of $6.831M, and stockholders’ equity of $6.918M. Management stated there is “substantial doubt” about the company’s ability to continue as a going concern absent additional financing.

The company effected a 1‑for‑12 reverse stock split effective August 4, 2025; trading began on a split‑adjusted basis on August 5, 2025. As of November 10, 2025, 7,167,721 common shares were outstanding, excluding 150,000 non‑voting shares held in escrow. Year‑to‑date, financing activities provided $17.119M, including public offerings, a registered direct offering, and warrant‑related proceeds.

Calidi Biotherapeutics (CLDI) filed an 8-K stating it furnished a press release with certain financial results for the third quarter ended September 30, 2025 and recent corporate developments. The release is attached as Exhibit 99.1 and referenced under Item 2.02 (Results of Operations and Financial Condition) and Item 7.01 (Regulation FD Disclosure).

The company notes the information in these items, including Exhibit 99.1, is furnished, not filed under the Exchange Act’s Section 18 and is not incorporated by reference into Securities Act or Exchange Act filings except by specific reference.

Calidi Biotherapeutics (CLDI) announced it presented new data on its first RedTail platform candidate, CLD-401, at the Society for Immunotherapy of Cancer Annual Meeting. The company furnished a webinar presentation and a scientific poster as Exhibits 99.1 and 99.2, and a related press release as Exhibit 99.3. The disclosure is provided under Item 7.01 (Regulation FD) and is not deemed “filed” under the Exchange Act.

Calidi Biotherapeutics (CLDI) divested its entire stake in Nova Cell. On October 27, 2025, the company entered into a Stock Repurchase Agreement and a Material Purchase Agreement with Nova Cell. Calidi sold and transferred 22,500,000 Nova Cell common shares, representing 75% of Nova Cell and 100% of Calidi’s ownership, for a purchase price of $6,000,000.

The price will be satisfied by cancellation of indebtedness of $1,214,864 and deferred consideration of $4,785,136 payable after closing. The agreement also provides for an ongoing royalty at a fixed percentage of Covered Gross Revenue tied to materials listed in the MPA, payable quarterly within 30 days after each quarter-end. Following closing, Nova Cell is no longer a Calidi subsidiary. Calidi estimates $0.5 million per year in general and administrative expense reductions.

The MPA supersedes a July 28, 2024 IP Assignment, transfers specified materials (with a prohibition on uses relating to oncolytic viruses), and allows Calidi to retain stocks of certain cell lines for its own use.

Calidi Biotherapeutics (CLDI) furnished an investor update and announced a new scientific advisory board. The company made an updated corporate presentation available on its website, furnished as Exhibit 99.1 under a Regulation FD Item 7.01 disclosure.

Separately, Calidi issued a press release on October 22, 2025 (Exhibit 99.2) announcing the formation of a scientific advisory board to support development of its RedTail platform and advance CLD-401 into the clinic. The furnished materials are not deemed filed for liability purposes under the Exchange Act.

Calidi Biotherapeutics, Inc. is eliminating the Chief Legal Officer role as part of cost‑reduction and operating‑efficiency initiatives, leading to the termination of Chief Legal Officer Wendy Pizarro Campbell’s employment agreement effective October 17, 2025. The company states the decision is not due to any disagreement with her on operations, policies, or practices.

After a seven‑business‑day revocation period following a September 17, 2025 General Release of Claims and Separation Agreement, Ms. Campbell is entitled to a bonus of $85,000 if a corporate spin‑off, out‑licensing, or similar transaction relating to Nova Cell is successfully completed before October 31, 2025, plus $212,500 of severance pay over six months and six months of COBRA premiums. She will also provide services under a separate consulting agreement effective October 18, 2025 at $250 per hour, up to 20 hours per month for an initial six‑month term. The Board appointed Chief Financial Officer Andrew Jackson as Corporate Secretary as of the effective date.

Calidi Biotherapeutics insider grant: Chief Executive Officer Eric E. Poma was granted 10,000 incentive stock options under the issuer's 2023 Equity Incentive Plan on 09/03/2025 at an exercise price of $1.58, equal to the closing price that day. The options are exercisable beginning on the grant date and expire on 09/03/2035. Vesting is 25% after one year and the remaining 75% vests in 1/36th monthly installments thereafter, conditioned on continued service. The grant was made pursuant to Rule 16b-3 exemption.

Calidi Biotherapeutics insider grant: On 09/03/2025 the company's Chief Scientific Officer, Antonio Fernandez Santidrian, received a grant of 35,000 incentive stock options under the Issuer's 2023 Equity Incentive Plan.

The options have an exercise price of $1.58, which equals the common stock closing price on the grant date. Twenty-five percent of the options vest after one year, with the remaining 75% vesting in equal monthly installments over the following 36 months, subject to continued service. The options are exercisable beginning 09/03/2025 and expire 09/03/2035. The grant was made pursuant to Rule 16b-3.