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 (CLDI) divested its entire stake in Nova Cell. On October 27, 2025, the company entered into a Stock Repurchase Agreement and a Material Purchase Agreement with Nova Cell. Calidi sold and transferred 22,500,000 Nova Cell common shares, representing 75% of Nova Cell and 100% of Calidi’s ownership, for a purchase price of $6,000,000.
The price will be satisfied by cancellation of indebtedness of $1,214,864 and deferred consideration of $4,785,136 payable after closing. The agreement also provides for an ongoing royalty at a fixed percentage of Covered Gross Revenue tied to materials listed in the MPA, payable quarterly within 30 days after each quarter-end. Following closing, Nova Cell is no longer a Calidi subsidiary. Calidi estimates $0.5 million per year in general and administrative expense reductions.
The MPA supersedes a July 28, 2024 IP Assignment, transfers specified materials (with a prohibition on uses relating to oncolytic viruses), and allows Calidi to retain stocks of certain cell lines for its own use.
Calidi Biotherapeutics (CLDI) furnished an investor update and announced a new scientific advisory board. The company made an updated corporate presentation available on its website, furnished as Exhibit 99.1 under a Regulation FD Item 7.01 disclosure.
Separately, Calidi issued a press release on October 22, 2025 (Exhibit 99.2) announcing the formation of a scientific advisory board to support development of its RedTail platform and advance CLD-401 into the clinic. The furnished materials are not deemed filed for liability purposes under the Exchange Act.
Calidi Biotherapeutics, Inc. is eliminating the Chief Legal Officer role as part of cost‑reduction and operating‑efficiency initiatives, leading to the termination of Chief Legal Officer Wendy Pizarro Campbell’s employment agreement effective October 17, 2025. The company states the decision is not due to any disagreement with her on operations, policies, or practices.
After a seven‑business‑day revocation period following a September 17, 2025 General Release of Claims and Separation Agreement, Ms. Campbell is entitled to a bonus of $85,000 if a corporate spin‑off, out‑licensing, or similar transaction relating to Nova Cell is successfully completed before October 31, 2025, plus $212,500 of severance pay over six months and six months of COBRA premiums. She will also provide services under a separate consulting agreement effective October 18, 2025 at $250 per hour, up to 20 hours per month for an initial six‑month term. The Board appointed Chief Financial Officer Andrew Jackson as Corporate Secretary as of the effective date.
Calidi Biotherapeutics insider grant: Chief Executive Officer Eric E. Poma was granted 10,000 incentive stock options under the issuer's 2023 Equity Incentive Plan on 09/03/2025 at an exercise price of $1.58, equal to the closing price that day. The options are exercisable beginning on the grant date and expire on 09/03/2035. Vesting is 25% after one year and the remaining 75% vests in 1/36th monthly installments thereafter, conditioned on continued service. The grant was made pursuant to Rule 16b-3 exemption.
Calidi Biotherapeutics insider grant: On 09/03/2025 the company's Chief Scientific Officer, Antonio Fernandez Santidrian, received a grant of 35,000 incentive stock options under the Issuer's 2023 Equity Incentive Plan.
The options have an exercise price of $1.58, which equals the common stock closing price on the grant date. Twenty-five percent of the options vest after one year, with the remaining 75% vesting in equal monthly installments over the following 36 months, subject to continued service. The options are exercisable beginning 09/03/2025 and expire 09/03/2035. The grant was made pursuant to Rule 16b-3.
Calidi Biotherapeutics, Inc. (CLDI) reported that Andrew C. Jackson, the companys Chief Financial Officer, was granted 30,000 incentive stock options on 09/03/2025 under the 2023 Equity Incentive Plan. The options have an exercise price of $1.58, which the filing states equals the closing price on the grant date. Twenty-five percent of the options vest after one year, with the remaining 75% vesting in equal monthly installments over the following three years. The options are exercisable beginning 09/03/2025 and expire on 09/03/2035. The grant was reported as exempt under Rule 16b-3.
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.