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

Rhea-AI Filing Summary

Calidi Biotherapeutics furnished a press release announcing its financial results for the quarter ended June 30, 2025 and certain recent corporate developments. The release is incorporated by reference in this Current Report and is furnished as Exhibit 99.1 under Item 2.02, with the same information referenced under Item 7.01 as a Regulation FD disclosure.

The company states that the information is being furnished, not filed, and therefore is not subject to Section 18 liability nor automatically incorporated by reference into other securities filings. The report is signed on behalf of the company by Andrew Jackson, Chief Financial Officer. The press release text and any financial detail must be consulted in Exhibit 99.1, as this report does not include the actual financial figures.

Insights

Financial Analyst

TL;DR: The 8-K furnishes a Q2 2025 results press release, but this filing does not include the underlying financial figures, limiting immediate analysis.

The company has complied with disclosure by furnishing a press release reporting results for the quarter ended June 30, 2025 and related corporate developments. Because the substantive financial information is contained in Exhibit 99.1 (not reproduced here), the filing itself provides notice of disclosure but does not allow assessment of revenue, profitability, cash position, or guidance. Investors and analysts must review Exhibit 99.1 to evaluate performance metrics and any material changes to the operating or financial condition.

Corporate Governance Expert

TL;DR: Disclosure was furnished under Regulation FD and explicitly noted as "furnished, not filed," limiting Section 18 liability and incorporation by reference.

The report reiterates that the information is furnished under Item 2.02 and Item 7.01 and is not "filed" for Section 18 purposes. That language is standard and clarifies legal exposure and incorporation scope. The filing includes Exhibit 99.1 as the press release and is signed by the CFO, demonstrating formal corporate authorization of the disclosure. No further corporate governance actions or executive changes are described in this filing.

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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 2.02 Results of Operations and Financial Condition.

On August 8, 2025, Calidi Biotherapeutics, Inc. (the “Company”) issued a press release announcing certain financial results for the second quarter ended June 30, 2025, and certain recent corporate developments. A copy of the press release is incorporated herein by reference and is furnished as Exhibit 99.1.

The information under this Item 2.02 is being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 7.01 Regulation FD Disclosure.

The information under Item 2.02 above is incorporated herein by reference.

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 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit		Exhibit Description
99.1		Press release 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 8, 2025
	By:	/s/ Andrew Jackson
	Name:	Andrew Jackson
	Title:	Chief Financial Officer