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Calidi Biotherapeutics (NYSE: CLDI) reports 2025 loss and $5.6M cash

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(High)
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8-K

Rhea-AI Filing Summary

Calidi Biotherapeutics filed an 8-K to furnish its fourth quarter and full-year 2025 results and recent developments. For 2025, the company reported a net loss attributable to common stockholders of $25.6 million, or $5.95 per share, compared with $23.8 million, or $35.70 per share, in 2024.

Research and development expenses were $9.7 million and general and administrative expenses were $10.5 million for 2025, slightly shifting from 2024 levels. Calidi ended 2025 with $5.6 million in cash and $0.2 million in restricted cash, down from $9.6 million and $0.2 million a year earlier.

Operationally, the company highlighted progress on its RedTail platform and lead candidate CLD-401, which is in IND-enabling studies targeting several solid tumors. It received FDA Type D feedback, plans to file an IND by the end of 2026, established manufacturing partnerships, presented new in situ T-cell engager data, and raised $6.5 million through a public offering and at-the-market sales.

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Item 2.02 Results of Operations and Financial Condition Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
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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): March 27, 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 2.02 Results of Operations and Financial Condition.

 

On March 27, 2026, Calidi Biotherapeutics, Inc. (the “Company”) issued a press release announcing certain financial results for the fourth quarter and full year ended December 31, 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 Exchange Act, or otherwise subject to the liabilities under that section. In addition, the information in this Item 7.01 disclosure, including Exhibit 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 March 27, 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: March 27, 2026    
  By: /s/ Andrew Jackson                           
  Name: Andrew Jackson
  Title: Chief Financial Officer

 

 

 

 

 

Exhibit 99.1

 

 

Calidi Biotherapeutics Reports Fourth Quarter and Full-Year 2025 Financial Results and Recent Operational Highlights

 

  - Announced partnership with Australian CRO to accelerate initiation of CLD-401 clinical trial
  - The Company has received feedback from the FDA through Type D interactions, and the Company believes its manufacturing and analytical approaches for CLD-401 are in alignment with FDA guidance; Calidi expects to file an IND by end of 2026
  - Partnered with Matica Bio around the GMP manufacturing of CLD-401
  - Presented new data on in situ T-cell engagers (TCEs) at 2026 AACR-IO conference
  - Raised $6.5 million in public offering and ATM sales

 

SAN DIEGO, March 27, 2026 — (GLOBE NEWSWIRE) — Calidi Biotherapeutics Inc. (NYSE American: CLDI) (“Calidi” or the “Company”), a biotechnology company pioneering the development of targeted genetic medicines, today reported its fourth quarter and full-year 2025 operating and financial results and reviewed recent business highlights.

 

“We are extremely excited about the continued progress at Calidi,” said Eric Poma, PhD, CEO of Calidi Biotherapeutics. “We continue to advance CLD-401, the first lead from our RedTail platform, towards the clinic and have built a world-class scientific advisory board to aid those efforts. We have also expanded what the RedTail platform can do with our new approach of in situ T-cell engagers.”

 

Fourth Quarter 2025 and Recent Corporate Developments

 

-Partnered with Avance Clinical, a full-service contract research organization (CRO) with a proven track record and experience in obtaining regulatory approval and clinical trial initiation in Australia. The partnership is focused on rapidly initiating a first-in-human clinical trial for CLD-401 in Australia. CLD-401, the Company’s lead asset, is a systemically delivered oncolytic virus that replicates only in tumor cells. CLD-401 induces high concentrations of IL-15 superagonist (IL15 SA) expression in the tumor microenvironment while limiting peripheral exposure.

 

-In parallel, Calidi is pursuing an IND filing with the FDA by the end of 2026. Calidi has interacted with the FDA around the Company’s manufacturing and analytical approaches through its Type D meeting request process. The feedback it has received from the agency supports the use of this process for the clinical development of CLD-401.

 

-Partnered with Matica Bio, a leading CDMO in the field of oncolytic virus manufacturing, for the GMP manufacturing of CLD-401. Matica has successfully executed multiple oncolytic virus programs at its state-of-the-art, purpose-built GMP facility in College Station, Texas. That facility was designed specifically to support complex viral vector modalities like CLD-401.

 

-Presented data demonstrating the expression of an in situ T-cell engagers (TCEs) for solid tumors and the simultaneous expression of a T-cell activating agent (e.g., IL-15 SA) through its systemically delivered RedTail platform at the AACR Immuno-Oncology (AACR-IO) conference. High expression of in situ TCE coincident with expression of a T-cell activator in the TME may overcome the traditional limitations of TCEs in solid tumor.

 

-Raised $6.0 million in gross proceeds from an underwritten public offering with new and existing investors in Q1-2026 and $0.5 million in gross proceeds from the sale of stock under our ATM in Q4-2025, strengthening the balance sheet and extending Calidi’s cash runway.

 

Fourth Quarter 2025 Financial Results

 

The company reported a net loss attributable to common stockholders of $4.1 million, or $0.57 per share, for the three months ended December 31, 2025, compared to a net loss attributable to common stockholders of $4.1 million, or $3.23 per share, for the same period in 2024.

 

Research and development expenses were $2.4 million for the three months ended December 31, 2025, compared to $1.8 million for the comparable period in 2024, respectively.

 

General and administrative expenses were $2.1 million for the three months ended December 31, 2025, compared to $2.2 million for the comparable period in 2024, respectively.

 

 

 

 

Full Year 2025 Financial Results

 

The company reported a net loss attributable to common stockholders of $25.6 million, or $5.95 per share, for the year ended December 31, 2025, compared to a net loss attributable to common stockholders of $23.8 million, or $35.70 per share, for the year ended December 31, 2024.

 

Research and development expenses were $9.7 million for the year ended December 31, 2025, compared to $8.9 million for the year ended December 31, 2024, respectively.

 

General and administrative expenses were $10.5 million for the year ended December 31, 2025, compared to $12.9 million for the year ended December 31, 2024, respectively.

 

The company had approximately $5.6 million in cash and $0.2 million in restricted cash as of December 31, 2025, compared to $9.6 million in cash and $0.2 million in restricted cash as of December 31, 2024.

 

About Calidi Biotherapeutics

 

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, the Company’s plans strategies, priorities and key operational initiatives for fiscal year 2026, including the Company’s plan to submit an Investigational New Drug (“IND”) application by the end of 2026, 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; and, with respect to the Company’s fiscal year 2026 initiatives, including the timing and ability to submit an IND application by the end of 2026, the risk that actual results may differ materially due to, among other things, the timing, cost and results of research and development activities and preclinical studies; interactions with, and the timing and substance of feedback from, regulatory authorities (including that any preliminary interactions with the FDA may not be indicative of future outcomes or regulatory success); changes in applicable laws or regulations; manufacturing and supply chain matters; the availability of capital and other resources; and changes in business, market, economic or competitive conditions. 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.

 

Contacts:

 

For Investors and Media:
Dave Gentry, CEO
RedChip Companies, Inc.
1-407-644-4256
CLDI@redchip.com

 

 

 

 

CALIDI BIOTHERAPEUTICS, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands, except for par value data)

 

   December 31, 
   2025   2024 
         
ASSETS          
CURRENT ASSETS          
Cash  $5,600   $9,591 
Prepaid expenses and other current assets   656    636 
Total current assets   6,256    10,227 
NONCURRENT ASSETS          
Machinery and equipment, net   781    869 
Operating lease right-of-use assets, net   1,682    2,934 
Other noncurrent assets   138    152 
TOTAL ASSETS  $8,857   $14,182 
LIABILITIES AND TOTAL EQUITY          
CURRENT LIABILITIES          
Accounts payable  $595   $2,072 
Related party accounts payable   18    2 
Accrued expenses and other current liabilities   1,276    1,858 
Related party accrued expenses and other current liabilities   530    480 
Term notes payable, net of discount, including accrued interest       251 
Related party term notes payable, net of discount, including accrued interest       2,702 
Related party bridge loan payable, including accrued interest       223 
Related party other current liability       638 
Finance lease liability, current   111    66 
Operating lease right-of-use liability, current   1,405    1,204 
Total current liabilities   3,935    9,496 
NONCURRENT LIABILITIES          
Operating lease right-of-use liability, noncurrent   277    1,845 
Finance lease liability, noncurrent   171    145 
Promissory note   600    600 
Warrant liability   107    119 
Related party warrant liability   8    9 
TOTAL LIABILITIES   5,098    12,214 
TOTAL EQUITY   3,759    1,968 
TOTAL LIABILITIES AND TOTAL EQUITY  $8,857   $14,182 

 

 

 

 

CALIDI BIOTHERAPEUTICS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

 

   Year Ended December 31, 
   2025   2024 
OPERATING EXPENSES          
Research and development  $(9,737)  $(8,878)
General and administrative   (10,503)   (12,898)
Total operating expense   (20,240)   (21,776)
Loss from operations   (20,240)   (21,776)
OTHER INCOME (EXPENSES), NET          
Interest expense   (131)   (372)
Interest expense – related party   (76)   (561)
Change in fair value of other liabilities and derivatives   1    285 
Change in fair value of other liabilities and derivatives – related party   1    39 
Grant income   50    181 
Gain on sale of investment in Nova Cell   244     
Other income, net   103    9 
Total other income (expenses), net   192    (419)
LOSS BEFORE INCOME TAXES   (20,048)   (22,195)
Income tax provision   (15)   (14)
NET LOSS  $(20,063)  $(22,209)
Net loss attributable to noncontrolling interest   (157)   (66)
NET LOSS ATTRIBUTABLE TO CONTROLLING INTEREST   (19,906)   (22,143)
Deemed dividend on warrants   (5,673)   (1,671)
NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS   (25,579)   (23,814)
Net loss per share; basic and diluted  $(5.95)  $(35.70)
Weighted average common stock shares outstanding; basic and diluted   4,302    667 

 

 

 

 

FAQ

What headline 2025 financial results did Calidi Biotherapeutics (CLDI) report?

Calidi Biotherapeutics reported a 2025 net loss attributable to common stockholders of $25.6 million, or $5.95 per share. This compares with a net loss of $23.8 million, or $35.70 per share, in 2024, reflecting continued investment in research, development, and corporate operations.

How did Calidi Biotherapeutics’ (CLDI) operating expenses change in 2025?

Calidi’s 2025 research and development expenses were $9.7 million and general and administrative expenses were $10.5 million. In 2024, research and development expenses were $8.9 million while general and administrative expenses were $12.9 million, indicating a shift in the company’s spending mix between scientific work and overhead.

What was Calidi Biotherapeutics’ (CLDI) cash position at December 31, 2025?

Calidi ended 2025 with $5.6 million in cash and $0.2 million in restricted cash. At December 31, 2024, it held $9.6 million in cash and $0.2 million in restricted cash, showing a reduction in available cash as it funded operations and development activities during 2025.

What progress did Calidi Biotherapeutics (CLDI) report on CLD-401 and the RedTail platform?

Calidi is advancing CLD-401, its lead candidate from the RedTail platform, through IND-enabling studies targeting several solid tumors. The company received FDA Type D feedback, believes its manufacturing and analytical approaches align with guidance, and expects to file an IND by the end of 2026.

Which partnerships and financings did Calidi Biotherapeutics (CLDI) highlight in this update?

Calidi announced a partnership with an Australian CRO, a GMP manufacturing collaboration with Matica Bio, and raised $6.5 million. The $6.5 million came from a public offering and at-the-market sales, supporting the company’s clinical preparation and broader development of its RedTail virotherapy platform.

What did the 8-K filing disclose about Calidi Biotherapeutics’ (CLDI) recent scientific progress?

Calidi highlighted new data on in situ T-cell engagers presented at the 2026 AACR-IO conference. These data relate to its RedTail platform, which uses an engineered enveloped oncolytic virus intended for systemic delivery, tumor lysis, and targeted genetic medicine delivery to metastatic tumor sites.

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Calidi Biotherapeutics Inc

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2.67M
9.35M
Biotechnology
Biological Products, (no Diagnostic Substances)
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United States
SAN DIEGO