[8-K] Calidi Biotherapeutics, Inc. Reports Material Event

Rhea-AI Filing Summary

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.

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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): October 22, 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 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 7.01 Regulation FD Disclosure.

On October 24, 2025, Calidi Biotherapeutics, Inc. (the “Company”) made available on its website an updated presentation in relation to the Company. Furnished as Exhibit 99.1 hereto and incorporated by reference herein is the presentation.

By filing this Current Report on Form 8-K and furnishing the information contained herein, the Company makes no admission as to the materiality of any information in this report that is required to be disclosed solely by reason of Regulation FD. The information in this Item 7.01 disclosure, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section. In addition, the information in this Item 7.01 disclosure, including Exhibits 99.1, shall not be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 8.01 Other Events

On October 22, 2025, the Company issued a press release announcing the establishment of a new scientific advisory board to further develop its RedTail platform and advance CLD-401 into the clinic. A copy of the press release is included as Exhibit 99.2 hereto and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit		Exhibit Description
99.1		Presentation
99.2		Press Release dated October 22, 2025
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: October 24, 2025
	By:	/s/ Andrew Jackson
	Name:	Andrew Jackson
	Title:	Chief Financial Officer

FAQ

What did Calidi Biotherapeutics (CLDI) announce in this 8-K?

Calidi furnished an updated investor presentation (Exhibit 99.1) and announced a new scientific advisory board via a press release (Exhibit 99.2).

Which Calidi programs are mentioned in the update?

The press release highlights the RedTail platform and plans to advance CLD-401 into the clinic.

Are the furnished materials considered filed with the SEC?

No. The Item 7.01 information, including Exhibits 99.1 and 99.2, is furnished and not deemed filed under Section 18 of the Exchange Act.

When was the press release issued by Calidi (CLDI)?

On October 22, 2025.

Where can investors access the updated presentation?

The company made the updated presentation available on its website and furnished it as Exhibit 99.1.

What exhibits are included with this 8-K filing?

Exhibit 99.1 (Presentation), Exhibit 99.2 (Press Release dated October 22, 2025), and Exhibit 104 (Cover Page Inline XBRL).