Calidi Biotherapeutics trims board, shifts committee
Calidi Biotherapeutics, Inc. announced that director Allan J. Camaisa plans to let his Board term expire at the Company’s 2026 annual stockholder meeting.
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Form Type
8-K
Rhea-AI Filing Summary
Calidi Biotherapeutics, Inc. announced that director Allan J. Camaisa plans to let his Board term expire at the Company’s 2026 annual stockholder meeting. The Company states his decision is not due to any disagreement over operations, policies or practices.
Following this notice, the Board approved a reduction in its size from six to five directors, effective at the 2026 annual stockholder meeting, by eliminating the Class III director seat that will become vacant. On April 1, 2026, the Board also appointed Class III director Scott Leftwich to the Audit Committee, effective immediately.
8-K Event Classification
3 items: 5.02, 8.01, 9.01
3 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Board size before change: six directors
Board size after change: five directors
Notice date: March 29, 2026
+2 more
5 metrics
Board size before change
six directors
Board size prior to 2026 annual stockholder meeting
Board size after change
five directors
Effective at 2026 annual stockholder meeting
Notice date
March 29, 2026
Date Mr. Camaisa informed the Nominating and Corporate Governance Committee
Committee appointment date
April 1, 2026
Date Scott Leftwich was appointed to the Audit Committee
Meeting reference year
2026
Year of the annual stockholder meeting when the term expires and board reduction takes effect
Key Terms
Nominating and Corporate Governance Committee, Audit Committee, Class III director, emerging growth company, +1 more
5 terms
Nominating and Corporate Governance Committee financial
"informed the Nominating and Corporate Governance Committee of the Board"
A nominating and corporate governance committee is a group within a company's board of directors responsible for selecting and recommending individuals to serve as company leaders, such as directors or executives. They also develop and oversee policies to ensure the company is run fairly, ethically, and transparently. This committee matters to investors because it helps ensure the company is well-managed and guided by qualified, responsible leadership.
Audit Committee financial
"appointed Scott Leftwich, a Class III director, to the Audit Committee"
A company's audit committee is a small group of board members who act like independent inspectors for the firm's finances, overseeing how financial reports are prepared, monitoring internal controls, and managing the relationship with external auditors. Investors care because a strong audit committee reduces the risk of accounting errors, fraud, or misleading statements, making financial statements more trustworthy and helping protect shareholder value.
Class III director financial
"appointed Scott Leftwich, a Class III director, to the Audit Committee"
A Class III director is a board member placed in one of the numbered groups used by companies with a staggered (or “classified”) board; that director’s seat typically comes up for election in the third year of a three-year rotation. For investors this matters because staggered terms create continuity but also make it harder to replace the whole board quickly, affecting shareholder influence, takeover dynamics and how fast new strategy or accountability can be implemented — like replacing only some players on a sports team each season instead of the whole roster at once.
emerging growth company regulatory
"Emerging growth company Item 5.02 Departure of Directors"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
Inline XBRL technical
"Cover Page Interactive Data File (embedded within the Inline XBRL document)"
Inline XBRL is a file format for financial filings that embeds machine-readable data tags directly inside the human-readable report, so the same document can be read by people and parsed by software. For investors it makes extracting, comparing and verifying financial numbers faster and more reliable—like a grocery list where each item also has a barcode—reducing manual errors and speeding up analysis.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What board change did Calidi Biotherapeutics (CLDI) disclose in this 8-K?
Calidi Biotherapeutics disclosed that director Allan J. Camaisa will allow his term to expire at the 2026 annual stockholder meeting. In response, the Board approved reducing its size from six to five directors by eliminating the Class III seat that will become vacant.
Did Allan J. Camaisa resign over a disagreement with Calidi Biotherapeutics (CLDI)?
No. The company states that Mr. Allan J. Camaisa’s decision to allow his director term to expire did not result from any disagreement with Calidi Biotherapeutics regarding its operations, policies, or practices. This indicates an orderly, planned transition rather than a conflict-driven departure.
How is the Calidi Biotherapeutics (CLDI) board size changing?
The Board of Calidi Biotherapeutics approved a reduction in its size from six to five directors, effective at the 2026 annual stockholder meeting. This change occurs by eliminating the Class III director vacancy that will arise when Allan J. Camaisa’s term expires at that meeting.
Who was appointed to the Audit Committee at Calidi Biotherapeutics (CLDI)?
On April 1, 2026, the Board appointed Class III director Scott Leftwich to the Audit Committee, effective immediately. The appointment followed a recommendation from the Nominating and Corporate Governance Committee and adjusts committee composition ahead of the planned board size reduction.
When will Allan J. Camaisa’s term end at Calidi Biotherapeutics (CLDI)?
Allan J. Camaisa’s term as a director is scheduled to expire at Calidi Biotherapeutics’ 2026 annual stockholder meeting. He informed the Nominating and Corporate Governance Committee on March 29, 2026 that he intends to allow his term to expire at that meeting.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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