Calidi Biotherapeutics Inc SEC Filings

Calidi Biotherapeutics, Inc. filed a current report to note that it has made an updated corporate presentation available on its website. The presentation is furnished as Exhibit 99.1, giving investors structured information about the company in slide format. The company states that this information is provided under Regulation FD, is considered “furnished” rather than “filed,” and is therefore not subject to certain liability provisions of the Exchange Act. Calidi also clarifies that the presentation will not be automatically incorporated into any of its Securities Act or Exchange Act filings unless specifically referenced in the future.

Lincoln Alternative Strategies LLC reports beneficial ownership of 730,000 shares of Calidi Biotherapeutics, representing 14.46% of the outstanding common stock based on 5,049,210 shares. The filer, organized in Delaware and located in Miami Beach, discloses sole voting and dispositive power over the reported shares and states the holdings were not acquired to change or influence control of the issuer. The filing identifies the class as common stock (par value $0.0001) and supplies the issuer's principal executive office in San Diego. No shared voting or dispositive power is reported.

Calidi Biotherapeutics (CLDI) Form 3 reports that Lincoln Alternative Strategies LLC filed an initial beneficial ownership statement following an 08/20/2025 event. The filing shows 730,000 shares of Common Stock held in direct ownership. No derivative securities are reported. The form was signed by Stephen Temes on 08/27/2025 and indicates the filer is a director of the issuer and the Form was filed by one reporting person.

Calidi Biotherapeutics, Inc. (CLDI) reporting person James A. Schoeneck acquired securities in a public offering that closed on 08/21/2025. The Form 4 shows acquisition of 75,000 common shares and 75,000 warrants exercisable into common stock through 08/21/2030, with a combined purchase price of $2.00 per share and accompanying warrant. Following the transactions, Mr. Schoeneck directly beneficially owns 76,134 common shares and indirectly holds 8,033 shares through the James & Cynthia Schoeneck Family Trust, where he is a trustee.

The filing was signed by an attorney-in-fact on 08/25/2025 and references a previously filed Power of Attorney as Exhibit 24. The reporting person disclaims beneficial ownership of the trust shares except to the extent of pecuniary interest.

Eric E. Poma, who serves as Chief Executive Officer and a director of Calidi Biotherapeutics, Inc. (CLDI), acquired 25,000 shares of common stock and 25,000 warrants in a public offering that closed on 08/21/2025. Each share was purchased together with a warrant at a combined purchase price of $2.00 per share and accompanying warrant. Following the reported transactions, the reporting person beneficially owns 25,000 shares directly. The Form 4 was executed by an attorney-in-fact and filed with a signature dated 08/25/2025.

Reporting person: Scott Leftwich, a director of Calidi Biotherapeutics, Inc. (CLDI), purchased securities in the issuer's public offering that closed on 08/21/2025. He acquired 125,000 common shares with accompanying 125,000 warrants (exercise price $2.00, exercisable 08/21/2025, expiring 08/21/2030) for an aggregate per-share-and-warrant price of $2.00. Following the transaction, the reporting person directly beneficially owned 130,650 common shares and indirectly beneficially owned an additional 14,672 shares through SECBL, LLC and 1,309 shares through WEBCL, LLC, of which he is the managing member. The Form 4 was signed by an attorney-in-fact on 08/25/2025.

Calidi Biotherapeutics CFO Andrew C. Jackson purchased equity in the company through the issuer's public offering on 08/21/2025. He acquired 2,500 common shares with an accompanying 2,500-warrant package at a combined purchase price of $2.00 per share and warrant. The warrants are exercisable beginning 08/21/2025 and expire 08/21/2030. Following the transaction the reporting person beneficially owns 2,500 shares and 2,500 warrants.

Calidi Biotherapeutics, Inc. is raising new capital through an underwritten public offering of equity units and warrants. The company agreed to sell 1,922,764 common stock units and 1,528,000 pre-funded warrant units, generating gross proceeds of approximately $6.9 million before underwriting discounts and expenses. Each common stock unit includes one share of common stock and one Series I common warrant, sold at $2.00 per unit, while each pre-funded unit includes a pre-funded warrant and a common warrant, sold at $1.999 per unit.

The common warrants are immediately exercisable at $2.00 per share for five years, and the pre-funded warrants are exercisable until fully used. Calidi also issued representative’s warrants to buy up to 172,538 shares at $3.00 per share, expiring on August 20, 2030. The company plans to use the proceeds for working capital, general corporate purposes, and pre-clinical and clinical trial preparation. In return for this financing, Calidi agreed to short-term restrictions on issuing additional equity and its directors and executive officers agreed to 90-day lock-up periods.

Calidi Biotherapeutics filed a prospectus that discloses an equity offering and summarized recent balance sheet and operating results. The company reports a historical net tangible book value per share of $0.74 as of June 30, 2025, which rises by $1.09 after recent equity issuances and debt repayments to a pro forma net tangible book value of $1.83. The document shows that this offering reduces net tangible book value per share by $0.06. The condensed statements show cash of $10,227, current liabilities around $9,496–$10,232 in one period and total liabilities of $12,214 (prior period $18,254), a reported net loss of $22,143 for the year and operating losses of $21,776 and $28,992 in comparative periods. The prospectus also details numerous equity issuances, warrants and convertible note terms, and indicates 1,730,051 shares issued and outstanding at December 31, 2024.