Calidi Biotherapeutics Inc SEC Filings

Armistice Capital, LLC and Steven Boyd report beneficial ownership of 117,368 shares of Calidi Biotherapeutics common stock, representing 4.99% of the class. The reported position reflects shared voting and shared dispositive power of the shares rather than sole control. Armistice Capital serves as investment manager to a Master Fund that directly holds the shares and, under an investment management agreement, exercises voting and investment power over them; the Master Fund disclaims direct beneficial ownership because it cannot vote or dispose of the shares independently. The filing states the securities are held in the ordinary course of business and not for the purpose of changing control.

Calidi Biotherapeutics, Inc. reported that it has eliminated the position of President, Medical and Scientific Affairs, previously held by Dr. Boris Minev, and that he ceased serving as an executive and Section 16 officer effective July 29, 2025. On August 8, 2025, the company and Dr. Minev executed a General Release of Claims and Separation Agreement that includes a broad release of claims in favor of the company and related parties.

After a seven-business-day revocation period from August 8, 2025, the company will be obligated to pay Dr. Minev $100,000 as a negotiated bonus related to NNV1 and SNV1 IND approvals, and separation pay of $187,500 in salary continuation over six months under the regular payroll schedule, along with payment of his COBRA premiums for six months commencing August 2025 upon timely election.

Calidi Biotherapeutics, Inc. reported continued operating losses, recording a net loss of $5.76 million for the quarter and $10.82 million for the six months ended June 30, 2025. The losses were driven by research and development and general and administrative expenses of $5.66 million for the quarter and $10.73 million for the six months. Loss per share was $1.99 for the quarter and $4.17 for the six months on weighted average shares of 2,877 and 2,569, respectively.

The company held $5.38 million of cash and restricted cash at period end after using $12.01 million of cash in operating activities during the six months. Total assets declined to $9.35 million and total liabilities declined to $7.28 million, leaving total equity of $2.08 million and an accumulated deficit of $132.4 million. Management discloses substantial doubt about the company’s ability to continue as a going concern within 12 months and intends to seek additional financing. During the period the company raised approximately $10.08 million from public and registered direct offerings and exercises, and recorded warrant liabilities totaling about $0.10 million. The company effected reverse stock splits (a prior 1-for-10 and a 1-for-12 reverse split) and retrospectively restated shares and per-share amounts for all periods presented.

Calidi Biotherapeutics furnished a press release announcing its financial results for the quarter ended June 30, 2025 and certain recent corporate developments. The release is incorporated by reference in this Current Report and is furnished as Exhibit 99.1 under Item 2.02, with the same information referenced under Item 7.01 as a Regulation FD disclosure.

The company states that the information is being furnished, not filed, and therefore is not subject to Section 18 liability nor automatically incorporated by reference into other securities filings. The report is signed on behalf of the company by Andrew Jackson, Chief Financial Officer. The press release text and any financial detail must be consulted in Exhibit 99.1, as this report does not include the actual financial figures.