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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d)
of
the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): August 4, 2025
Calidi
Biotherapeutics, Inc.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-40789 |
|
86-2967193 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification
No.) |
4475
Executive Dr., Suite 200,
San
Diego, CA |
|
92121 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (858) 794-9600
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Title
of each class |
|
Trading
Symbol |
|
Name
of each exchange on which registered |
| |
|
|
|
|
| Common
stock, par value $0.0001 per share |
|
CLDI |
|
NYSE
American, LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
3.03 Material Modification to Rights of Security Holders.
Calidi
Biotherapeutics, Inc., a Delaware Corporation (the “Company”), approved a reverse stock split of the Company’s issued
and outstanding shares of common stock, par value $0.0001 per share (“Common Stock”), at a ratio of 1-for-12 (the “Reverse
Stock Split”). The Reverse Stock Split was duly approved by the stockholders of the Company in its Annual Meeting of Stockholders
held on July 9, 2025.
Reasons
for the Reverse Stock Split
The
noncompulsory decision to implement the Reverse Stock Split reflects the Company’s belief that the Reverse Stock Split could optimize
market dynamics, broaden investor appeal and accessibility, and align the conditions of Common Stock with the best interests of its investors.
The Company cannot provide assurance that the actual effects of the Reverse Stock Split will achieve the desired effects or that, if
achieved, such desired effects will be sustained.
Effects
of the Reverse Stock Split
Effective
Date; Symbol; CUSIP Number
The
Reverse Stock Split became effective on August 4, 2025 (the “Effective Date”). The Common Stock began trading on a split-adjusted
basis at the commencement of trading on August 5, 2025, under the Company’s existing trading symbol “CLDI.” The Common
Stock was assigned a new CUSIP number (320703 408) in connection with the Reverse Stock Split.
Split
Adjustment; Treatment of Fractional Shares
On
the Effective Date, the total number of shares of Common Stock held by each stockholder of the Company were exchanged for the number
of shares of Common Stock equal to the number of issued and outstanding shares of Common Stock held by each such stockholder immediately
prior to the Reverse Stock Split, divided by twelve (12), with such resulting number of shares rounded up to the nearest whole share.
As a result, no fractional shares were issued in connection with the Reverse Stock Split and no cash or other consideration was paid
in connection with any fractional shares that would otherwise have resulted from the Reverse Stock Split. Also on the Effective Date,
all equity awards outstanding immediately prior to the Reverse Stock Split were adjusted to reflect the Reverse Stock Split.
Certificated
Shares
Each
certificate, or book entry, that immediately prior to the Reverse Stock Split represented shares of Common Stock, does, following the
Reverse Stock Split, represent that number of shares of Common Stock into which the shares of Common Stock represented by such certificate
or book entry have been combined, subject to the treatment of fractional shares as described above.
Delaware
State Filing
The
Reverse Stock Split was effected pursuant to the Company’s filing of a Certificate of Amendment (the “Certificate”)
with the Secretary of State of the State of Delaware. A copy of the form of the Certificate is attached as Exhibit 3.1 to this Current
Report on Form 8-K and is incorporated herein by reference.
Capitalization
The
Company is authorized to issue 330,000,000 shares of Common Stock, of which Three Hundred Twelve Million (312,000,000) are designated
as Voting Common Stock (“Common Stock”) and Eighteen Million (18,000,000) are designated as Non-Voting Common Stock (the
“Non-Voting Common Stock”). Further, the Company is authorized to issue 1,000,000 shares of preferred stock, par value of
$0.0001 per share (the “Preferred Stock”). There will be no change to the number of authorized capital stock of the Company
or including the Preferred Stock. The Reverse Stock Split had no effect on the par value of the Common Stock or the Preferred Stock.
Immediately
after the Reverse Stock Split, each Common Stockholder’s percentage ownership interest in the Company’s Common Stock and
proportional voting power of the Company’s Common Stock remained unchanged, except for minor changes and adjustments that resulted
from the treatment of fractional shares. The rights and privileges of the holders of shares of Common Stock were unaffected by the Reverse
Stock Split.
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The
information set forth in Item 3.03 is hereby incorporated by reference into this Item 5.03.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit |
|
Exhibit
Description |
| 3.1 |
|
Form of Certificate of Amendment |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
Calidi
Biotherapeutics, Inc. |
| Dated:
August 7, 2025 |
|
|
| |
By: |
/s/
Andrew Jackson |
| |
Name: |
Andrew
Jackson |
| |
Title: |
Chief
Financial Officer |
