Welcome to our dedicated page for Calidi Biotherapeutics SEC filings (Ticker: CLDI), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Calidi Biotherapeutics filings document a biotechnology issuer developing targeted genetic medicines through its RedTail virotherapy platform and related oncology candidates. The company’s common stock trades on NYSE American under CLDI, and its reports describe operating updates, financial results, regulatory communications, and corporate presentations tied to its pipeline.
Recent SEC disclosures include Form 8-K reports on material agreements, public and private equity transactions, common stock units, pre-funded warrants, common stock warrants, and Regulation FD materials. Proxy filings document annual-meeting matters, director elections, board composition, committee assignments, auditor ratification, stockholder voting mechanics, and other governance subjects.
Calidi Biotherapeutics, Inc. implemented a 1-for-16 reverse stock split of its issued and outstanding common stock, approved by stockholders at the June 12, 2026 annual meeting. The split became effective on July 30, 2026, with shares beginning to trade on a split-adjusted basis on July 31, 2026 under the existing symbol CLDI and a new CUSIP 320703 507.
Each stockholder’s total common shares were divided by sixteen and rounded up to the nearest whole share, so no fractional shares or cash in lieu were issued. All equity awards were proportionately adjusted. Authorized capital remains 330,000,000 common shares (312,000,000 voting and 18,000,000 non-voting) and 1,000,000 preferred shares, with par values unchanged. Immediately after the split, approximately 2,445,396 common shares and 9,375 non-voting common shares were outstanding, and stockholder ownership percentages and rights were stated to be unchanged aside from minor fractional adjustments.
Calidi Biotherapeutics, Inc. entered into a new lease for approximately 9,038 rentable square feet of office and laboratory space at 5580 Morehouse Drive in San Diego. The initial 44‑month term is scheduled to run from October 1, 2026 through May 31, 2030, with one three‑year renewal option at fair market rent.
By terminating its existing lease at 4475 Executive Drive effective September 30, 2026 and relocating to the new premises, the company estimates annual savings of about $1.1 million in rent and facility expenses. Calidi must post an irrevocable $113,574.78 letter of credit within 10 days, generally kept in place until at least 120 days after lease expiration.
Calidi Biotherapeutics, Inc. director Sanders Corazon (Corsee) D. filed an initial Form 3, which is a statement of beneficial ownership for company insiders. This excerpt shows no reported transactions or derivative positions, indicating the filing is focused on establishing reporting status rather than documenting trades.
Calidi Biotherapeutics appointed Corazon (Corsee) Sanders, Ph.D., as an independent Class III director, with a term running until the 2029 annual meeting of stockholders. She was also named to the company’s Audit Committee, drawing on more than three decades of global drug development and clinical operations experience at major biopharma companies.
The board deferred granting her initial equity award under the 2023 Equity Incentive Plan until it evaluates available awards and may adjust the share amount. Calidi also increased its board size from five to six directors and removed Scott Leftwich from the Audit Committee while he continues to serve on the board. A related press release highlights Calidi’s RedTail platform and lead genetic medicine candidate CLD-401, which is in IND-enabling studies for cancers with high unmet medical need.
Calidi Biotherapeutics, Inc. reported the final voting results from its 2026 Annual Meeting of Stockholders held on June 12, 2026. As of the April 17, 2026 record date, 15,228,625 shares of common stock were outstanding and entitled to vote, and 8,420,006 shares were represented, constituting about 55.29% and forming a quorum.
All proposals submitted to stockholders were approved. Director nominee Scott Leftwich received 3,267,620 votes for and 1,376,756 withheld, with 3,584,915 broker non-votes. Other proposals received majorities of votes cast, and no additional business beyond a potential adjournment proposal, which was not needed, was considered.
Calidi Biotherapeutics, Inc. entered into a material definitive agreement by issuing an amended and restated warrant in a private placement. The warrant allows the holder to purchase up to 17,391,304 shares of common stock at an exercise price of $0.23 per share, with exercise conditioned on stockholder approval.
The revision increases the Minimum Vesting Acquisition Amount from $500,000 to $1,000,000 and extends the Vesting Termination Date from July 8, 2026 to September 30, 2026. The transaction relies on Section 4(a)(2) and Rule 506(b) under the Securities Act, with the holder represented as an accredited investor.
CALIDI BIOTHERAPEUTICS, INC. reporting persons Armistice Capital, LLC and Steven Boyd state beneficial ownership of 1,111,732 shares of Common Stock, representing 9.99% of the class as of 03/31/2026. Armistice Capital notes it is the investment manager of the Master Fund and exercises voting and investment power over the securities held by the Master Fund; the Master Fund disclaims beneficial ownership by virtue of the Investment Management Agreement.
Calidi Biotherapeutics reported another quarterly loss as it continues to develop its oncology platforms and has raised substantial doubt about its ability to continue as a going concern. For the three months ended March 31, 2026, the company recorded a net loss of $4.1 million, improving from a $5.1 million loss a year earlier as operating expenses declined.
Cash and restricted cash totaled $6.9 million at March 31, 2026, while operating activities used $4.1 million of cash in the quarter, highlighting limited runway. The company funded operations mainly through equity offerings, including a March 2026 marketed public offering, which helped increase total equity to $4.9 million. However, an accumulated deficit of $145.7 million and significant warrant overhang underscore its reliance on future capital raises.
Calidi Biotherapeutics reported first quarter 2026 results showing a net loss attributable to common stockholders of $4.4 million, or $0.43 per share, compared with a net loss of $5.0 million, or $2.21 per share, a year earlier.
Research and development expenses were $2.6 million, slightly higher than in 2025, while general and administrative expenses declined to $1.6 million from $2.6 million, reducing overall operating costs. Total other income turned modestly positive, helping narrow the loss.
The company ended March 31, 2026 with $6.6 million in cash and $0.2 million in restricted cash, up from $5.6 million and $0.2 million at year-end 2025. Calidi continues advancing its RedTail platform, including lead candidate CLD-401 in IND-enabling studies, and plans to submit an IND application by the end of 2026.
Calidi Biotherapeutics, Inc. entered into a private financing arrangement by issuing a warrant to an accredited investor on May 6, 2026. The warrant allows the holder to purchase up to 17,391,304 shares of common stock at an exercise price of $0.23 per share.
The warrant first becomes exercisable on September 8, 2026 and vests in proportion to any issuances of up to $4.0 million of common stock that the investor and the company may agree to complete in registered offerings prior to July 8, 2026. Neither party is obligated to proceed with any such stock issuances.
The warrant and the shares issuable upon its exercise were issued as an unregistered offering relying on Section 4(a)(2) of the Securities Act and Rule 506(b), based on the investor’s status as an accredited investor. The warrant form was filed as an exhibit for reference.