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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): July 9, 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 Dr., Suite 200,
San
Diego, CA |
|
92121 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (858) 794-9600
Not
Applicable
(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 |
|
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
5.07 Submission of Matters to a Vote of Security Holders.
On
July 9, 2025, Calidi Biotherapeutics, Inc., (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual
Meeting”). As of the record date of May 19, 2025, there were 31,792,580 shares of Common Stock issued and outstanding and entitled
to vote.
At
the Annual Meeting, 16,932,481 shares of Common Stock, representing approximately 53.26% of the total number of shares of Common Stock
entitled to vote, were represented in person or by proxy, constituting a quorum. Set forth below are the voting results from the proposals
presented for a stockholder vote at the Annual Meeting, each of which received a sufficient number of votes to pass.
| 1. |
Election
of Class II Director Nominees. The stockholders elected James Schoeneck and George Peoples as Class II Directors of the Company by
a plurality of the votes cast, and without contest, to serve a three-year term until the 2028 Annual Meeting of Stockholders or until
their successor has been duly elected. |
| NAME | |
FOR | |
WITHHLED | |
BROKER NON-VOTE |
| James Schoeneck | |
6,493,201 | |
1,156,832 | |
9,282,448 |
| George Peoples | |
6,611,798 | |
1,038,235 | |
9,282,448 |
| 2. |
Ratification
of the appointment of Auditor. Stockholders approved and ratified the appointment of CBIZ CPAs P.C. as the Company’s independent
registered public accounting firm to audit the consolidated financial statements of the Company for the fiscal year ending December 31,
2025. |
| FOR | |
AGAINST | |
ABSTAIN | |
BROKER NON-VOTE |
| 15,610,972 | |
1,253,674 | |
67,835 | |
- |
| 3. |
Reverse
Stock Split. Stockholders approved an amendment to our Second Amended and Restated Certificate of Incorporation, as amended,
to, at the discretion of the Board of Directors, effect a reverse stock split with respect to the Company’s shares of issued
and outstanding Common Stock, which consists of Voting Common Stock and Non-Voting Common Stock, at a ratio between 1-for-2 and 1-for-19
(the “Range”), with the ratio within such Range to be determined at the discretion of the Board and included in a public
announcement. |
| FOR | |
AGAINST | |
ABSTAIN | |
BROKER NON-VOTE |
| 14,295,881 | |
2,578,967 | |
57,633 | |
- |
| 4. |
2023
Plan Amendment. Stockholders approved an amendment to our 2023 Equity Incentive Plan (the “2023 Plan”), to increase the
aggregate number of shares of common stock authorized for grant under the 2023 Plan from 393,780 to 3,393,780. |
| FOR | |
AGAINST | |
ABSTAIN | |
BROKER NON-VOTE |
| 5,791,310 | |
1,747,523 | |
111,200 | |
9,282,448 |
All
the proposals presented for a vote at the Annual Meeting were approved by the Company’s stockholders. The results reported above
are final voting results. No other matters were considered or voted upon at the Annual Meeting, except a proposal to adjourn the meeting
to a later date, if necessary, to permit further solicitation and vote proxies in the event there were not sufficient votes in favor
of the proposals. Based upon the voting results, the latter was not applicable.
SIGNATURE
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:
July 11, 2025 |
|
|
| |
By: |
/s/
Andrew Jackson |
| |
Name: |
Andrew
Jackson |
| |
Title: |
Chief
Financial Officer |
