STOCK TITAN
  1. Home
  2. Sec-filings
  3. CLDI
  4. [8-K] Calidi Biotherapeutics, Inc. Reports Material Event

Calidi Biotherapeutics issues warrant tied to $4M stock

Calidi Biotherapeutics, Inc. entered into a private financing arrangement by issuing a warrant to an accredited investor on May 6, 2026.

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

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.

Positive

  • None.

Negative

  • None.

Insights

Calidi sets up a contingent warrant linked to potential $4M equity issuance.

Calidi Biotherapeutics granted a warrant for 17,391,304 common shares at $0.23 per share to an accredited investor. The warrant is not immediately exercisable; it starts on September 8, 2026 and vests only as related stock issuances occur.

The investor and company may agree, before July 8, 2026, to complete registered offerings of up to $4.0 million of common stock. The warrant vests in proportion to any such completed issuances, and neither party is required to proceed, so actual dilution depends on future agreements and market conditions.

The transaction uses private placement exemptions under Section 4(a)(2) and Rule 506(b), keeping initial issuance unregistered while tying potential warrant vesting to separately registered offerings. Subsequent filings may detail any completed stock sales that cause portions of the warrant to vest.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 3.02 Unregistered Sales of Equity Securities Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Warrant share amount 17,391,304 shares Maximum common shares purchasable under warrant
Warrant exercise price $0.23 per share Exercise price for common stock under warrant
Potential registered issuances $4.0 million Aggregate dollar amount of possible common stock sales
Warrant issue date May 6, 2026 Date Calidi issued the warrant
Warrant exercisability date September 8, 2026 First date warrant may be exercised
Issuance agreement deadline July 8, 2026 Last date to agree to up to $4.0M stock issuances
accredited investor financial
"with an exercise price of $0.23 to an accredited investor in a private placement transaction."
An accredited investor is an individual or entity that meets certain financial criteria, such as having a high income or significant net worth, allowing them to invest in private or less regulated investment opportunities. This status matters because it grants access to investments that are often riskier or less available to the general public, reflecting a higher level of financial knowledge or resources.
private placement transaction financial
"with an exercise price of $0.23 to an accredited investor in a private placement transaction."
Rule 506(b) regulatory
"in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended and Rule 506(b) promulgated thereunder"
Rule 506(b) is a U.S. securities exemption that lets companies sell shares or debt privately without full public registration, provided sales are primarily to accredited investors, up to 35 non‑accredited but financially knowledgeable buyers, and there is no public advertising or solicitation. It matters to investors because offerings under 506(b) usually include less public disclosure than registered securities—like buying from a private seller rather than a retail store—so buyers must do more of their own fact‑checking and rely on their financial sophistication.
Section 4(a)(2) regulatory
"in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended"
Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.
unregistered sales of equity securities regulatory
"Item 3.02 Unregistered Sales of Equity Securities"
Common Stock Purchase Warrant financial
"Form of Common Stock Purchase Warrant"
A common stock purchase warrant is a tradable certificate that gives its holder the right to buy a company’s common shares at a fixed price for a set period. Think of it as a coupon that lets you buy stock later at today’s agreed price; it can amplify gains if the share price rises but also can increase the total number of shares outstanding, which may reduce existing owners’ percentage of the company. Investors watch warrants because they offer leveraged upside and can affect future share value and ownership.

FAQ

What did Calidi Biotherapeutics (CLDI) announce in this 8-K?
Calidi Biotherapeutics issued a warrant to an accredited investor to purchase up to 17,391,304 common shares at $0.23 per share. The warrant is tied to potential future registered stock issuances and relies on private placement exemptions under Section 4(a)(2) and Rule 506(b).

How many Calidi Biotherapeutics (CLDI) shares are covered by the new warrant?
The warrant covers up to 17,391,304 unvested shares of Calidi common stock. These shares become exercisable at $0.23 per share, with vesting occurring proportionally to any agreed and completed stock issuances of up to $4.0 million before July 8, 2026.

When can the Calidi Biotherapeutics (CLDI) warrant be exercised?
The warrant first becomes exercisable on September 8, 2026. However, it vests over time based on the volume of any registered stock issuances the investor and company agree to complete before July 8, 2026, so exercisable amounts depend on future transactions.

How is the $4.0 million reference used in Calidi Biotherapeutics’ warrant deal?
The investor and Calidi may agree to complete registered issuances of up to $4.0 million of common stock before July 8, 2026. The warrant vests in proportion to the dollar amount of these completed issuances, linking potential dilution directly to how much stock is actually sold.

Is the Calidi Biotherapeutics (CLDI) warrant issuance registered with the SEC?
No. The warrant and its underlying shares were issued as an unregistered offering under Section 4(a)(2) and Rule 506(b). The investor is an accredited investor, and any resale in the United States requires an effective registration statement or a valid securities law exemption.

Are Calidi Biotherapeutics or the investor required to complete the stock issuances?
Neither Calidi nor the investor is obligated to agree to or consummate any of the potential stock issuances. Because participation is voluntary, the actual amount of stock sold and the portion of the 17,391,304-share warrant that will vest remain dependent on future decisions.

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

Understanding 8-K Material Events →
See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
false 0001855485 0001855485 2026-05-06 2026-05-06 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

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): May 6, 2026

 

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 Drive, Suite 200,

San Diego, California

   92121
(Address of principal executive offices)   (Zip Code)

 

(858) 794-9600

(Registrant’s telephone number, including area code)

 

N/A

(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(s)   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 1.01 Entry into Material Definitive Agreement

 

The information under Item 3.02 below is incorporated herein by reference.

 

Item 3.02 Unregistered Sales of Equity Securities

 

On May 6, 2026, Calidi Biotherapeutics, Inc. (the “Company”) issued a warrant (the “Warrant”) to purchase up to 17,391,304 (unvested) shares of common stock of the Company, par value $0.0001 per share (the “Common Stock”), with an exercise price of $0.23 to an accredited investor in a private placement transaction.

 

The Warrant is first exercisable on September 8, 2026, and is subject to certain vesting conditions as described below.

 

The holder of the Warrant may from time to time prior to July 8, 2026 agree to acquire, and the Company may agree to sell to such holder, up to an aggregate of $4.0 million of Common Stock in issuances registered under the Securities Act of 1933, as amended (the “Securities Act”). The Warrant will vest in proportion to issuances described in the preceding sentence that are consummated. Neither the holder of the Warrant nor the Company has any obligation to agree to or consummate any such issuances.

 

The issuance by the Company of the Warrant and shares of Common Stock issuable upon exercise of the Warrant is being made in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) and Rule 506(b) promulgated thereunder, in reliance in part on the representations, warranties and covenants made by the investor. The investor has represented that it is an “accredited investor” as such term is defined in Rule 501(a) under the Securities Act. The shares of Common Stock to be issued pursuant to the exercise of the Warrant may not be re-offered or sold in the United States absent an effective registration statement or an exemption from the registration requirements under applicable federal and state securities laws.

 

The above summary of the Warrant does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Warrant, which is filed as Exhibit 4.1 to this Current Report on Form 8-K and incorporated by reference herein by reference in its entirety.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit   Exhibit Description
4.1   Form of Common Stock Purchase Warrant
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

 

SIGNATURES

 

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: May 8, 2026    
  By: /s/ Andrew Jackson
  Name: Andrew Jackson
  Title: Chief Financial Officer

 

 

 

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents

Other Documents