Executive role cut as Calidi Biotherapeutics (CLDI) details Minev exit pay

Rhea-AI Filing Summary

Calidi Biotherapeutics, Inc. reported that it has eliminated the position of President, Medical and Scientific Affairs, previously held by Dr. Boris Minev, and that he ceased serving as an executive and Section 16 officer effective July 29, 2025. On August 8, 2025, the company and Dr. Minev executed a General Release of Claims and Separation Agreement that includes a broad release of claims in favor of the company and related parties.

After a seven-business-day revocation period from August 8, 2025, the company will be obligated to pay Dr. Minev $100,000 as a negotiated bonus related to NNV1 and SNV1 IND approvals, and separation pay of $187,500 in salary continuation over six months under the regular payroll schedule, along with payment of his COBRA premiums for six months commencing August 2025 upon timely election.

Insights

Corporate governance and compensation analyst

Calidi sets defined cash and benefits package for departing medical/scientific executive.

Calidi Biotherapeutics, Inc. has removed the role of President, Medical and Scientific Affairs, with Dr. Boris Minev no longer serving as an executive or Section 16 officer as of July 29, 2025. This represents a leadership change in the company’s medical and scientific function, framed as an elimination of the position rather than an individual performance issue.

The separation agreement provides a negotiated bonus of $100,000 tied to NNV1 and SNV1 IND approvals and separation pay of $187,500 paid over six months, plus six months of COBRA premiums starting in August 2025 upon timely election. These terms indicate a structured transition with customary releases of claims, which may help limit potential disputes while committing the company to a defined, time-limited cash and benefits outlay.

The agreement becomes effective only after a seven-business-day revocation period beginning August 8, 2025. Investors tracking leadership continuity in clinical and scientific roles may focus on how the company reallocates responsibilities formerly under the President, Medical and Scientific Affairs position in subsequent disclosures.

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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 8, 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 1.01. Entry into a Material Definitive Agreement.

The description in Item 5.02 below, as it relates to the terms and conditions of the General Release of Claims and Separation Agreement with Dr. Minev, a copy of which is filed herewith as Exhibit 10.1, is incorporated in this Item 1.01 herein by reference.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As disclosed in the Current Report on Form 8-K, dated July 25, 2025 of Calidi Biotherapeutics, Inc. (the “Company”), the Compensation Committee of the Board of Directors of the Company approved the elimination of the position of President, Medical and Scientific Affairs, held by Dr. Boris Minev. As a result, Dr. Minev ceased to serve as an executive officer and as a Section 16 officer of the Company, effective July 29, 2025.

On August 8, 2025, the Company executed a General Release of Claims and Separation Agreement (“Agreement”) with Dr. Minev. The Agreement contains customary protections, including a general release of claims by Dr. Minev in favor of the Company and certain other related parties. The Agreement will only go effective after the Revocation Period (which is seven business days from August 8, 2025, and excluding such date). Pursuant to the terms of the Agreement, after the Revocation Period, the Company shall be obligated to pay Dr. Minev, (i) $100,000 in relation to a negotiated bonus for the NNV1 and SNV1 IND approvals within 10 days following the Revocation Period, and (ii) $187,500 separation pay in the form of compensation continuation over 6 months pursuant to the Company’s regular and customary payroll schedule, less all regular and customary payroll withholdings and shall pay Dr. Minev’s COBRA premiums for 6 months, commencing August 2025, upon timely election.

The foregoing description of the Agreement is not complete and is subject to and qualified in its entirety by reference to the full text of the Agreement, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit		Exhibit Description
10.1		General Release of Claims and Separation Agreement by and between the Company and Dr. Boris Minev dated August 8, 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: August 14, 2025
	By:	/s/ Andrew Jackson
	Name:	Andrew Jackson
	Title:	Chief Financial Officer

FAQ

What executive change did Calidi Biotherapeutics (CLDI) disclose in this 8-K?

The company disclosed that the position of President, Medical and Scientific Affairs, held by Dr. Boris Minev, was eliminated. As a result, Dr. Minev stopped serving as an executive officer and Section 16 officer of Calidi Biotherapeutics effective July 29, 2025.

What are the key financial terms of Dr. Boris Minev’s separation from Calidi Biotherapeutics (CLDI)?

Under the separation agreement, after the revocation period, Calidi will pay Dr. Minev a $100,000 negotiated bonus related to NNV1 and SNV1 IND approvals and $187,500 in separation pay as compensation continuation over six months, subject to regular payroll withholdings.

How long will Calidi Biotherapeutics (CLDI) cover COBRA premiums for Dr. Minev?

Calidi will pay six months of Dr. Minev’s COBRA premiums, commencing in August 2025, provided he makes a timely COBRA election.

When does Dr. Boris Minev’s separation agreement with Calidi become effective?

The General Release of Claims and Separation Agreement becomes effective only after a seven-business-day revocation period starting from August 8, 2025, excluding that date.

What legal protections are included for Calidi Biotherapeutics in Dr. Minev’s separation agreement?

The agreement includes customary protections, notably a general release of claims by Dr. Minev in favor of Calidi Biotherapeutics and certain related parties, which is intended to resolve potential claims in connection with his employment and separation.

Where can investors find the full text of Calidi Biotherapeutics’ separation agreement with Dr. Minev?

The full General Release of Claims and Separation Agreement between Calidi Biotherapeutics and Dr. Boris Minev, dated August 8, 2025, is filed as Exhibit 10.1 to this Form 8-K.