Welcome to our dedicated page for Calidi Biotherapeutics SEC filings (Ticker: CLDI), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Calidi Biotherapeutics filings document a biotechnology issuer developing targeted genetic medicines through its RedTail virotherapy platform and related oncology candidates. The company’s common stock trades on NYSE American under CLDI, and its reports describe operating updates, financial results, regulatory communications, and corporate presentations tied to its pipeline.
Recent SEC disclosures include Form 8-K reports on material agreements, public and private equity transactions, common stock units, pre-funded warrants, common stock warrants, and Regulation FD materials. Proxy filings document annual-meeting matters, director elections, board composition, committee assignments, auditor ratification, stockholder voting mechanics, and other governance subjects.
Calidi Biotherapeutics, Inc. is offering up to 703,731 Common Stock Units in a firm‑commitment underwriting, each Unit priced at $0.50 and consisting of one share of Common Stock plus three series warrants (Series J, K and L). The offering also permits up to 9,815,900 Pre‑Funded Warrant Units to avoid >4.99% beneficial ownership limits.
The Units carry Common Warrants exercisable at $0.50 with varying terms (Series J: 5 years; Series K: 1 year; Series L: 6 months) and reset mechanics after the 45th calendar day. Net proceeds are estimated at approximately $4.5 million (before over‑allotment) to be used for working capital and general corporate purposes. The prospectus notes a going concern qualification and preliminary unaudited year‑end cash of $5.6 million.
Calidi Biotherapeutics, Inc. is conducting a firm-commitment public offering of Common Stock Units and, for certain purchasers, Pre-Funded Warrant Units, each unit including one share (or pre-funded warrant in lieu of a share) and one each of Series J, Series K and Series L warrants.
The Common Warrants include reset provisions at the 45th calendar day and after a reverse split approved and effective during fiscal 2026; exercise limitations include a 4.99% beneficial ownership cap (expandable to 9.99% at holder election). The company notes a 1-for-12 reverse stock split effected August 4, 2025 and lists NYSE American symbol CLDI. Management discloses substantial doubt about the company’s ability to continue as a going concern and preliminary cash of $5.6 million as of December 31, 2025.
Calidi Biotherapeutics, Inc. investor Lincoln Alternative Strategies LLC filed an amended Schedule 13G to report that it no longer beneficially owns any shares of Calidi common stock. The filing shows 0 shares with 0% of the class, with no sole or shared voting or dispositive power.
The amendment reflects ownership of 5 percent or less of the common stock, par value $0.0001 per share, of Calidi Biotherapeutics. Lincoln Alternative Strategies is organized in Delaware, and the certification states the securities were not acquired to change or influence control of the company.
Calidi Biotherapeutics, Inc. filed a current report to note that it has made an updated corporate presentation available on its website. The presentation is included as Exhibit 99.1 and is furnished under Regulation FD, meaning it is provided for informational disclosure and is not deemed filed for liability purposes under the Exchange Act or automatically incorporated into other securities law filings.
Ognian Anguelov Gavrilov has filed a Schedule 13G reporting a significant passive ownership stake in Calidi Biotherapeutics, Inc. common stock. He reports beneficial ownership of 560,000 shares of Calidi’s common stock, representing 7.78% of the class as of the reported date.
Gavrilov, a U.S. citizen, has sole voting and sole dispositive power over all 560,000 shares, with no shared voting or dispositive authority and no group membership. The filing states this is a first-time Schedule 13G submission and notes that it was made late due to an inadvertent oversight. He certifies that the shares were not acquired and are not held for the purpose of changing or influencing control of Calidi.
Calidi Biotherapeutics, Inc. filed a current report describing a new press release that shares corporate updates for the fiscal year ended December 31, 2025 and outlines key operational plans for 2026. The release also includes preliminary, unaudited financial information that is still subject to completion of year-end closing and audit procedures.
The company highlights forward-looking plans, including its intention to submit an Investigational New Drug application by the end of 2026. All preliminary figures may change once the audit is completed, and the information in this report is furnished rather than filed for securities law purposes.
Calidi Biotherapeutics director Allan Camaisa reported an insider sale of the company’s common stock. On 12/12/2025, AJC Capital, LLC, which is controlled by Camaisa, sold 850 shares of Calidi Biotherapeutics common stock at $1.455 per share. The filing states that these sales were made for estate and tax planning purposes.
After this transaction, Camaisa is reported to beneficially own 76,952 shares of common stock. This includes 6,394 shares held directly, 19,860 shares held by AJC Capital, LLC, and 50,698 shares held by Jamir Trust. Camaisa is the sole managing member and owner of AJC and the sole trustee of Jamir Trust, so he is deemed to beneficially own the shares held by those entities. All share figures give retrospective effect to a 1-for-12 reverse stock split that became effective on August 4, 2025.
Calidi Biotherapeutics (CLDI) filed its Q3 2025 report showing continued operating losses and a going concern warning. The company reported a Q3 net loss of $5.181M and a nine‑month net loss of $16.004M. Total operating expenses were $5.048M in Q3 and $15.774M year‑to‑date.
Liquidity remains tight. Cash was $10.375M as of September 30, 2025, with net cash used in operating activities of $16.249M for the nine months. The balance sheet listed total assets of $14.029M, total liabilities of $6.831M, and stockholders’ equity of $6.918M. Management stated there is “substantial doubt” about the company’s ability to continue as a going concern absent additional financing.
The company effected a 1‑for‑12 reverse stock split effective August 4, 2025; trading began on a split‑adjusted basis on August 5, 2025. As of November 10, 2025, 7,167,721 common shares were outstanding, excluding 150,000 non‑voting shares held in escrow. Year‑to‑date, financing activities provided $17.119M, including public offerings, a registered direct offering, and warrant‑related proceeds.
Calidi Biotherapeutics (CLDI) filed an 8-K stating it furnished a press release with certain financial results for the third quarter ended September 30, 2025 and recent corporate developments. The release is attached as Exhibit 99.1 and referenced under Item 2.02 (Results of Operations and Financial Condition) and Item 7.01 (Regulation FD Disclosure).
The company notes the information in these items, including Exhibit 99.1, is furnished, not filed under the Exchange Act’s Section 18 and is not incorporated by reference into Securities Act or Exchange Act filings except by specific reference.
Calidi Biotherapeutics (CLDI) announced it presented new data on its first RedTail platform candidate, CLD-401, at the Society for Immunotherapy of Cancer Annual Meeting. The company furnished a webinar presentation and a scientific poster as Exhibits 99.1 and 99.2, and a related press release as Exhibit 99.3. The disclosure is provided under Item 7.01 (Regulation FD) and is not deemed “filed” under the Exchange Act.