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Industry veteran Corsee Sanders joins Calidi Biotherapeutics (CLDI) board and Audit Committee

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Calidi Biotherapeutics appointed Corazon (Corsee) Sanders, Ph.D., as an independent Class III director, with a term running until the 2029 annual meeting of stockholders. She was also named to the company’s Audit Committee, drawing on more than three decades of global drug development and clinical operations experience at major biopharma companies.

The board deferred granting her initial equity award under the 2023 Equity Incentive Plan until it evaluates available awards and may adjust the share amount. Calidi also increased its board size from five to six directors and removed Scott Leftwich from the Audit Committee while he continues to serve on the board. A related press release highlights Calidi’s RedTail platform and lead genetic medicine candidate CLD-401, which is in IND-enabling studies for cancers with high unmet medical need.

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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 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
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, and exhibit attachments filed with this report.
Board size 6 directors Increased from five to six members on June 23, 2026
Director term Through 2029 annual meeting Class III director term for Corsee Sanders, Ph.D.
Director age 69 years Age of Corazon (Corsee) D. Sanders, Ph.D.
Clinical operations team size 2,500 professionals Team led by Sanders as Global Head of Clinical Operations at Genentech/Roche
Biometrics & Innovation team size 1,100 professionals Team led by Sanders as SVP of Global Biometrics & Innovation at Genentech/Roche
Effective board appointment date June 17, 2026 Effective date of Sanders’ appointment to Calidi’s board
Audit Committee financial
"the Board appointed Dr. Sanders to serve as a member of the Audit Committee of the Board"
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.
Non-Employee Director Compensation Policy financial
"the Initial Award that would ordinarily be granted to Dr. Sanders pursuant to the Company’s Non-Employee Director Compensation Policy"
Equity Incentive Plan financial
"allocation of any available awards under the Company’s 2023 Equity Incentive Plan, with the Board retaining the discretion"
An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.
Regulation FD regulatory
"Item 7.01. Regulation FD Disclosure. On June 23, 2026, the Company issued a press release"
Regulation FD is a rule that prevents company insiders, like executives, from sharing important information with some people before others get it. It matters because it helps ensure all investors have equal access to key news, making the stock market fairer and reducing chances of insider trading.
IND-enabling studies medical
"CLD-401, the lead candidate from the RedTail platform, currently in IND-enabling studies, targets non-small cell lung cancer"
Ind-enabling studies are early research efforts that test whether a new drug or treatment is safe and effective enough to move forward in development. They are like preliminary tests to ensure a product works as intended before investing more resources into large-scale trials. For investors, these studies are important because successful results can signal potential progress toward bringing a new product to market, impacting its future value.
oncolytic virus medical
"RedTail platform features an engineered enveloped oncolytic virus designed for systemic delivery and targeting of metastatic sites"
A virus engineered or selected to infect and destroy cancer cells while leaving healthy tissue largely unharmed, often acting like a guided missile that also alerts the immune system to attack tumors. It matters to investors because oncolytic viruses represent a potential new class of cancer treatments that can command large markets if proven safe and effective, but development is costly and outcome-driven, carrying high regulatory and clinical risk.
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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): June 17, 2026

 

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

 

On June 17, 2026, the Board of Directors (the “Board”) of Calidi Biotherapeutics, Inc. (the “Company”), upon the recommendation of the Nominating and Corporate Governance Committee appointed Dr. Corazon (Corsee) Sanders to serve as a Class III director of the Company, with a term expiring at the Company’s 2029 annual meeting of stockholders and until her successor is duly elected and qualified, or until her earlier death, resignation, retirement, disqualification, or removal. In addition, the Board appointed Dr. Sanders to serve as a member of the Audit Committee of the Board.

 

Corazon (Corsee) D. Sanders, Ph.D., age 69, is a biotechnology executive and board director with more than 30 years of global leadership experience in drug development. She has contributed to the clinical development and regulatory approval of multiple approved therapies. Dr. Sanders currently serves as a Board Director at Ultragenyx Pharmaceutical Inc. (NASDAQ: RARE), where she is also an Audit Committee member; Legend Biotech Inc. (NASDAQ: LEGN), where she serves on the Audit, Compensation, and Nominating & Governance Committees; and AltruBio Inc. (private), where she is a Board Director and Audit Committee member. Her previous board roles include BeOne Medicines Ltd. (formerly BeiGene, Ltd.) (NASDAQ: BGNE), where she served as a Board Director and Audit Committee member until June 2026; Molecular Templates Inc. (NASDAQ: MTEM), where she served until December 2024; TransCelerate Biopharma Inc., where she served as Vice Chair; and the Fred Hutchinson Cancer Center, where she served as Co-Chair of the Board of Advisors and Chair of the Science & Technology Advisory Committee.

 

Prior to her board service, Dr. Sanders held senior executive positions at Juno Therapeutics (acquired by Celgene/BMS), where she served as Executive Vice President of Development Operations and Strategic Advisor to the Chief Medical Officer and contributed to the global development of Breyanzi® (lisocabtagene maraleucel). At Genentech/Roche, she held several senior leadership roles, including Senior Vice President & Global Head of Clinical Operations, leading a team of 2,500 professionals, and Senior Vice President of Global Biometrics & Innovation, leading a team of 1,100 professionals. She was a member of the Late Stage Portfolio Committee and Co-Chair of the Roche/Chugai Joint Portfolio Management Committee and contributed to the development and approval of multiple therapies, including Herceptin®, Rituxan®, Avastin®, and Lucentis®. Earlier in her career, she held biostatistics positions at Schering-Plough and Centocor. Dr. Sanders holds a Ph.D. and M.S. in Statistics from The Wharton School, University of Pennsylvania, and M.S. and B.S. degrees in Statistics from the University of the Philippines.

 

In connection with her appointment, the Board determined to defer the grant of an initial equity award (the “Initial Award”) that would ordinarily be granted to Dr. Sanders pursuant to the Company’s Non-Employee Director Compensation Policy, adopted by the Board on October 4, 2023, effective October 10, 2023, until such time as the Board has assessed and determined the allocation of any available awards under the Company’s 2023 Equity Incentive Plan, with the Board retaining the discretion to adjust the number of shares subject to the Initial Award.

 

There are no arrangements or understandings between Dr. Sanders and any other persons pursuant to which she was selected as a director. There are no transactions in which Dr. Sanders has an interest requiring disclosure under Item 404(a) of Regulation S-K.

 

Item 7.01. Regulation FD Disclosure.

 

On June 23, 2026, the Company issued a press release announcing Dr. Sanders’ appointment described in this Current Report on Form 8-K. A copy of the press release is furnished herewith as Exhibit 99.1.

 

The information set forth under this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.

 

Item 8.01 Other Events.

 

On June 23, 2026, the Board at the recommendation of the Nominating and Corporate Governance Committee, and as permitted by the Bylaws of the Company, increased the size of the Board from five (5) to six (6) members, by increasing the number of Class III directors on the Board. The information under Item 5.02 above, as it relates to the appointment of a Class III director is also incorporated herein by reference. Additionally, in connection with Dr. Sanders’ appointment to the Board’s Audit Committee, the Board removed Scott Leftwich as a member of the Audit Committee, effective as of June 17, 2026. Mr. Leftwich’s removal from the Audit Committee does not affect his continued service as a member of the Board.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit   Exhibit Description
99.1   Press Release dated June 23, 2026.
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: June 23, 2026    
  By: /s/ Andrew Jackson
  Name: Andrew Jackson
  Title: Chief Financial Officer

 

 

 

 

Exhibit 99.1

 

Calidi Biotherapeutics Appoints Former Genentech/Roche and Celgene Executive Corsee Sanders, Ph.D., to Board of Directors

 

Industry Veteran Brings More Than Three Decades of Biopharmaceutical Development and Clinical Operations Experience to Help Guide Pipeline Advancement

 

SAN DIEGO, June 23, 2026 (GLOBE NEWSWIRE) – Calidi Biotherapeutics, Inc. (NYSE American: CLDI) (“Calidi” or “the Company”), a biotechnology company pioneering the development of targeted genetic medicines, today announced the appointment of Corsee Sanders, Ph.D., to the Board of Directors, effective June 17, 2026. Dr. Sanders, an experienced veteran of the biopharma industry, will serve as an independent director.

 

“Dr. Sanders has an exceptional track record in developing new technologies,” said Calidi Chairman of the Board Jim Schoeneck. “We believe her deep expertise in the clinical development of novel therapeutics will be highly valuable as Calidi advances CLD-401 and its RedTail platform into the clinic.”

 

Dr. Sanders has served as strategic advisor to Celgene’s Chief Medical Officer (CMO) following Celgene’s acquisition of Juno where she was an Executive Vice President of Development Operations. She also served as Transition Advisor to Bristol Myers Squibb (BMS), which acquired Celgene. In those roles, she ensured the effective integration of Juno’s Chimeric Antigen Receptor T (CAR-T) Cell Development Organization into the Celgene and BMS organizations. Prior to that, Dr. Sanders held numerous leadership positions over the course of 23 years at Genentech/Roche, including serving as Senior Vice President, Global Head of Clinical Operations and Industry Collaboration, for six years.

 

“Calidi Biotherapeutics is advancing an innovative approach to targeted genetic medicines, and I look forward to working with the team as they bring their promising technology into the clinic,” said Dr. Sanders.

 

Currently, Dr. Sanders serves as a member of the Board of Directors of several biotechnology companies including Legend Biotech Corporation (NASDAQ: LEGN), Ultragenyx (NASDAQ:RARE), and AltruBio Inc. (formerly AbGenomics). She is also on the Board of Advisors of the Fred Hurchinson Cancer Center, a non-profit cancer research organization in Seattle where she served as the Co-Chair. She recently transitioned off as Independent Director of the Board of BeOne Ltd. (NASDAQ: ONC) as part of the company’s planned evolution. Dr. Sanders graduated magna cum laude from the University of the Philippines where she earned a B.S. and M.S. in statistics. She also earned an M.A. and Ph.D. in statistics from the Wharton Doctoral Program at the University of Pennsylvania.

 

About Calidi

 

Calidi Biotherapeutics (NYSE American: CLDI) is a biotechnology company pioneering the development of targeted therapies with the potential to deliver genetic medicines to distal sites of disease. The company’s proprietary RedTail platform features an engineered enveloped oncolytic virus designed for systemic delivery and targeting of metastatic sites. This advanced enveloped technology is intended to shield the virus from immune clearance, allowing virotherapy to effectively reach tumor sites, induce tumor lysis, and deliver potent genetic medicine(s) to metastatic locations.

 

CLD-401, the lead candidate from the RedTail platform, currently in IND-enabling studies, targets non-small cell lung cancer, head and neck cancer, and other tumor types with high unmet medical need. Calidi continues to advance its pipeline utilizing the RedTail platform including its novel approach to incorporate in situ T-cell engagers in solid tumors.

 

Calidi Biotherapeutics is headquartered in San Diego, California. For more information, please visit www.calidibio.com or view Calidi’s Corporate Presentation here.

 

Forward-Looking Statements

 

This press release may contain forward-looking statements for purposes of the “safe harbor” provisions under the United States Private Securities Litigation Reform Act of 1995. Terms such as “anticipates,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predicts,” “project,” “should,” “towards,” “would” as well as similar terms, are forward-looking in nature, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements include, but are not limited to, statements concerning key milestones, including certain pre-clinical data, planned clinical trials, and statements relating to the safety and efficacy of Calidi’s therapeutic candidates in development. Any forward-looking statements contained in this discussion are based on Calidi’s current expectations and beliefs concerning future developments and their potential effects and are subject to multiple risks and uncertainties that could cause actual results to differ materially and adversely from those set forth or implied in such forward-looking statements. These risks and uncertainties include, but are not limited to, the risk that Calidi is not able to raise sufficient capital to support its current and anticipated clinical trials, the risk that early results of clinical trials do not necessarily predict final results and that one or more of the clinical outcomes may materially change following more comprehensive review of the data, and as more patient data becomes available, the risk that Calidi may not receive FDA approval for some or all of its therapeutic candidates. Other risks and uncertainties are set forth in the section entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in the Company’s annual report filed with the SEC on Form 10-K on March 27, 2026, as may be amended or supplemented by other reports we file with the SEC from time to time. We disclaim any obligation to update any forward-looking statement to reflect events or circumstances after the date of this press release or to reflect the occurrence of unanticipated events.

 

For Investors:

 

IR@calidibio.com

 

For Media:

 

PR@calidibio.com

 

 

FAQ

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

Calidi Biotherapeutics appointed Corsee Sanders, Ph.D., to its board and Audit Committee, expanded its board, and adjusted committee membership. The company also issued a press release describing her background and reiterating its focus on the RedTail platform and lead candidate CLD-401 in IND-enabling studies.

Who is Corsee Sanders, the new Calidi Biotherapeutics (CLDI) director?

Corsee Sanders, Ph.D., is a biotechnology executive with more than 30 years of global leadership in drug development. She has held senior roles at Juno Therapeutics and Genentech/Roche and currently serves on multiple biotech boards, bringing extensive clinical, regulatory, and operational experience.

How long will Corsee Sanders serve on the Calidi Biotherapeutics (CLDI) board?

Corsee Sanders was appointed a Class III director with a term expiring at Calidi’s 2029 annual meeting of stockholders. She will serve until that meeting and until a successor is elected and qualified, or earlier death, resignation, retirement, disqualification, or removal.

Did Calidi Biotherapeutics (CLDI) change its board or committee structure?

Calidi increased its board size from five to six directors and added Sanders to the Audit Committee. In connection with her appointment, Scott Leftwich was removed from the Audit Committee but continues to serve as a director on the company’s board.

Will Corsee Sanders receive equity compensation from Calidi Biotherapeutics (CLDI)?

Calidi’s board chose to defer Sanders’ initial equity award normally granted under its Non-Employee Director Compensation Policy. The grant will be considered after the board assesses available awards under the 2023 Equity Incentive Plan and may adjust the number of shares in that award.

What is Calidi Biotherapeutics (CLDI) developing with its RedTail platform?

Calidi is developing targeted therapies that deliver genetic medicines to metastatic disease sites using its RedTail platform. The engineered enveloped oncolytic virus is designed for systemic delivery and tumor targeting, with lead candidate CLD-401 in IND-enabling studies for non-small cell lung, head and neck, and other cancers.

Filing Exhibits & Attachments

4 documents