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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): 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 |
