Calidi Biotherapeutics amends private warrant terms

Calidi Biotherapeutics, Inc. entered into a material definitive agreement by issuing an amended and restated warrant in a private placement.

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Calidi Biotherapeutics, Inc. entered into a material definitive agreement by issuing an amended and restated warrant in a private placement. The warrant allows the holder to purchase up to 17,391,304 shares of common stock at an exercise price of $0.23 per share, with exercise conditioned on stockholder approval.

The revision increases the Minimum Vesting Acquisition Amount from $500,000 to $1,000,000 and extends the Vesting Termination Date from July 8, 2026 to September 30, 2026. The transaction relies on Section 4(a)(2) and Rule 506(b) under the Securities Act, with the holder represented as an accredited investor.

Insights

Calidi revises a large private warrant, tightening vesting terms and extending timelines.

Calidi Biotherapeutics issued an amended and restated warrant for up to 17,391,304 common shares at an exercise price of $0.23 per share. The transaction is a private placement under Section 4(a)(2) and Rule 506(b), with the recipient identified as an accredited investor.

The warrant’s exercise is now conditioned on stockholder approval, adding a governance step before any shares can be issued. The Minimum Vesting Acquisition Amount doubled from $500,000 to $1,000,000, and the Vesting Termination Date moved from July 8, 2026 to September 30, 2026, tightening economic thresholds while extending the vesting window.

This structure may influence when, and if, the warrant is exercised, but actual impact on Calidi’s share count and cash position will depend on future stockholder approval and the holder’s exercise decisions disclosed in later filings.

8-K Event Classification

3 items: 1.01, 3.02, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Warrant share amount: 17,391,304 shares Exercise price: $0.23 per share Minimum Vesting Acquisition Amount (new): $1,000,000 +3 more

6 metrics

Warrant share amount 17,391,304 shares Maximum common shares purchasable under amended warrant

Exercise price $0.23 per share Exercise price for common stock under warrant

Minimum Vesting Acquisition Amount (new) $1,000,000 Revised minimum acquisition amount for vesting

Minimum Vesting Acquisition Amount (prior) $500,000 Original minimum acquisition amount before amendment

Vesting Termination Date (prior) July 8, 2026 Original Vesting Termination Date in prior warrant

Vesting Termination Date (new) September 30, 2026 Extended Vesting Termination Date in amended warrant

Key Terms

amended and restated warrant, Minimum Vesting Acquisition Amount, Vesting Termination Date, Section 4(a)(2) of the Securities Act of 1933, +2 more

6 terms

amended and restated warrant financial

"On May 28, 2026, Calidi Biotherapeutics, Inc. issued an amended and restated warrant..."

Minimum Vesting Acquisition Amount financial

"increase the Minimum Vesting Acquisition Amount, as such term is defined in the Warrant, from $500,000 to $1,000,000"

Vesting Termination Date financial

"extend the Vesting Termination Date, as such term is defined in the Warrant, from July 8, 2026 to September 30, 2026"

Section 4(a)(2) of the Securities Act of 1933 regulatory

"being made in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended"

Rule 506(b) regulatory

"and Rule 506(b) promulgated thereunder, in reliance in part on the representations..."

Rule 506(b) is a U.S. securities exemption that lets companies sell shares or debt privately without full public registration, provided sales are primarily to accredited investors, up to 35 non‑accredited but financially knowledgeable buyers, and there is no public advertising or solicitation. It matters to investors because offerings under 506(b) usually include less public disclosure than registered securities—like buying from a private seller rather than a retail store—so buyers must do more of their own fact‑checking and rely on their financial sophistication.

accredited investor financial

"The investor has represented that it is an “accredited investor” as such term is defined in Rule 501(a)"

An accredited investor is an individual or entity that meets certain financial criteria, such as having a high income or significant net worth, allowing them to invest in private or less regulated investment opportunities. This status matters because it grants access to investments that are often riskier or less available to the general public, reflecting a higher level of financial knowledge or resources.

FAQ

What did Calidi Biotherapeutics (CLDI) change in the amended warrant?

Calidi Biotherapeutics amended and restated a warrant allowing purchase of up to 17,391,304 common shares at $0.23 per share. Changes include conditioning exercise on stockholder approval, doubling the Minimum Vesting Acquisition Amount, and extending the Vesting Termination Date to September 30, 2026.

How many shares are covered by Calidi Biotherapeutics’ new warrant?

The amended warrant permits the holder to purchase up to 17,391,304 shares of Calidi Biotherapeutics common stock. These shares become issuable only upon valid exercise of the warrant, which is subject to stockholder approval and updated vesting and acquisition thresholds set out in the revised terms.

What is the exercise price of the Calidi Biotherapeutics (CLDI) warrant?

The amended warrant has an exercise price of $0.23 per share for Calidi Biotherapeutics common stock. This price applies to up to 17,391,304 shares, with the ability to exercise dependent on meeting vesting conditions and receiving required stockholder approval outlined in the warrant agreement.

What vesting changes did Calidi Biotherapeutics make to the warrant terms?

Calidi increased the Minimum Vesting Acquisition Amount from $500,000 to $1,000,000 and extended the Vesting Termination Date from July 8, 2026 to September 30, 2026. These adjustments raise the economic threshold while allowing a longer period for vesting-related activity under the warrant.

Is the Calidi Biotherapeutics warrant issuance a registered offering?

The warrant issuance is an unregistered private placement relying on Section 4(a)(2) of the Securities Act and Rule 506(b). The investor represented accredited status, and any common shares issued upon exercise cannot be re-offered or sold in the United States without registration or a valid exemption.

Why does stockholder approval matter for the Calidi Biotherapeutics warrant?

The amended warrant expressly conditions exercise and share issuance on stockholder approval. This means Calidi cannot issue shares under the warrant until its stockholders approve, adding a governance safeguard and linking potential dilution and capital inflow to a future stockholder vote.

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Accepted by SEC EDGAR 05/29/2026 - 05:00 PM

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): May 28, 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 1.01 Entry into Material Definitive Agreement

The information under Item 3.02 below is incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities

On May 28, 2026, Calidi Biotherapeutics, Inc. (the “Company”) issued an amended and restated warrant (the “Warrant”) to purchase up to 17,391,304 (unvested) shares of common stock of the Company, par value $0.0001 per share (the “Common Stock”), with an exercise price of $0.23 to an accredited investor (the “Holder”) in a private placement transaction. The Warrant amends and restates that certain Warrant dated May 6, 2026, issued by the Company to the Holder (the “May 6 Warrant”), which was disclosed in the Company’s current report on Form 8-K filed with the Securities and Exchange Commission on May 8, 2026.

The Warrant amends and restates the May 6 Warrant to among other things: (i) condition the exercise of the Warrant and the issuance of the Common Stock upon exercise pursuant to the terms of the Warrant, to the receipt of the approval of the stockholders of the Company; (ii) increase the Minimum Vesting Acquisition Amount, as such term is defined in the Warrant, from $500,000 to $1,000,000; and (iii) to extend the Vesting Termination Date, as such term is defined in the Warrant, from July 8, 2026 to September 30, 2026;

The issuance by the Company of the Warrant and shares of Common Stock issuable upon exercise of the Warrant is being made in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) and Rule 506(b) promulgated thereunder, in reliance in part on the representations, warranties and covenants made by the Holder. The investor has represented that it is an “accredited investor” as such term is defined in Rule 501(a) under the Securities Act. The shares of Common Stock to be issued pursuant to the exercise of the Warrant may not be re-offered or sold in the United States absent an effective registration statement or an exemption from the registration requirements under applicable federal and state securities laws.

The above summary of the Warrant does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Warrant, which is filed as Exhibit 4.1 to this Current Report on Form 8-K and incorporated by reference herein by reference in its entirety.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit		Exhibit Description
4.1		Form of Amended and Restated Warrant
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: May 29, 2026
	By:	/s/ Andrew Jackson
	Name:	Andrew Jackson
	Title:	Chief Financial Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents

Calidi Biotherapeutics amends private warrant terms

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