Armistice Capital reports 4.99% Calidi Biotherapeutics (CLDI) stake in Schedule 13G/A

Rhea-AI Filing Summary

Calidi Biotherapeutics, Inc. has an institutional holder, Armistice Capital, LLC, reporting beneficial ownership of 63,391 shares of common stock as of June 30, 2026. This represents 4.99% of the outstanding common stock.

Armistice Capital is investment manager to Armistice Capital Master Fund Ltd., which directly holds the shares. Steven Boyd, as managing member of Armistice Capital, may be deemed to share voting and investment power over these shares. The filer notes ownership of 5 percent or less of the class.

Key Figures

Shares beneficially owned: 63,391 shares Percent of class: 4.99% Shared voting power: 63,391 shares +1 more

4 metrics

Shares beneficially owned 63,391 shares Common stock beneficially owned as reported in the ownership section

Percent of class 4.99% Percentage of Calidi Biotherapeutics common stock outstanding represented by reported holdings

Shared voting power 63,391 shares Shares over which the reporting persons have shared power to vote or direct the vote

Shared dispositive power 63,391 shares Shares over which the reporting persons have shared power to dispose or direct disposition

Key Terms

beneficially own, Investment Management Agreement, exempted company, Schedule 13G

4 terms

beneficially own financial

"may be deemed to beneficially own the securities of the Issuer held by the Master Fund"

Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.

Investment Management Agreement financial

"pursuant to an Investment Management Agreement, Armistice Capital exercises voting and investment power"

An investment management agreement is a written contract that hires a professional to make buying, selling and strategy decisions for an investment account or fund, and sets out their duties, fees, risk limits, performance measures and reporting requirements. It matters to investors because the agreement determines who controls the money, how much the service costs, what risks are allowed, and how success or failure is measured—think of it as the service contract that defines expectations and remedies for a hired portfolio manager.

exempted company financial

"The Master Fund, a Cayman Islands exempted company that is an investment advisory client"

Schedule 13G regulatory

"JOINT FILING STATEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on , is filed"

A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.

FAQ

What stake in CALIDI BIOTHERAPEUTICS, INC. (CLDI) does Armistice Capital report?

Armistice Capital reports beneficial ownership of 63,391 shares of CLDI common stock, representing 4.99% of the class. The shares are directly held by Armistice Capital Master Fund Ltd., for which Armistice Capital serves as investment manager.

Who are the reporting persons in this Schedule 13G/A for CLDI?

The reporting persons are Armistice Capital, LLC and Steven Boyd. Armistice Capital is the investment manager to Armistice Capital Master Fund Ltd., and Boyd, as managing member of Armistice Capital, may be deemed to beneficially own the same securities.

What voting and dispositive powers over CLDI shares are reported by Armistice Capital?

Armistice Capital reports 0 shares with sole voting and dispositive power and 63,391 shares with shared voting and shared dispositive power. This reflects its role as investment manager for the Master Fund holding the CLDI shares.

Does this CLDI Schedule 13G/A indicate ownership above or below 5%?

The filing indicates ownership of 4.99% of CLDI common stock, which is 5 percent or less of the class. This is disclosed under the ownership section referencing "Ownership of 5 percent or less of a class."

Which entity ultimately receives dividends or sale proceeds from the CLDI shares?

The filing states that Armistice Capital Master Fund Ltd., a Cayman Islands exempted company and advisory client of Armistice Capital, has the right to receive dividends and sale proceeds from the reported CLDI securities.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/14/2026 - 10:08 AM Accepted by SEC EDGAR 08/14/2026 - 10:07 AM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

CALIDI BIOTHERAPEUTICS, INC.

(Name of Issuer)

Common stock, par value $0.0001 per share

(Title of Class of Securities)

320703507

(CUSIP Number)

06/30/2026

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): 320703507

1

Names of Reporting Persons

Armistice Capital, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 63,391.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 63,391.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

63,391.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

4.99 %

12

Type of Reporting Person (See Instructions)

IA, OO

SCHEDULE 13G

CUSIP Number(s): 320703507

1

Names of Reporting Persons

Steven Boyd

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 63,391.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 63,391.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

63,391.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

4.99 %

12

Type of Reporting Person (See Instructions)

HC, IN

SCHEDULE 13G

Item 1.
(a)	Name of issuer: CALIDI BIOTHERAPEUTICS, INC.
(b)	Address of issuer's principal executive offices: 4475 Executive Drive, Suite 200, San Diego, CA 92121
Item 2.
(a)	Name of person filing: Armistice Capital, LLC Steven Boyd Collectively, the "Reporting Persons"
(b)	Address or principal business office or, if none, residence: Armistice Capital, LLC 510 Madison Avenue, 7th Floor New York, New York 10022 United States of America Steven Boyd c/o Armistice Capital, LLC 510 Madison Avenue, 7th Floor New York, New York 10022 United States of America
(c)	Citizenship: Armistice Capital, LLC - Delaware; Steven Boyd - United States of America
(d)	Title of class of securities: Common stock, par value $0.0001 per share
(e)	CUSIP No.: 320703507
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 63,391
(b)	Percent of class: 4.99%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 0
	(ii) Shared power to vote or to direct the vote: 63,391
	(iii) Sole power to dispose or to direct the disposition of: 0
	(iv) Shared power to dispose or to direct the disposition of: 63,391 Armistice Capital, LLC ("Armistice Capital") is the investment manager of Armistice Capital Master Fund Ltd. (the "Master Fund"), the direct holder of the Shares, and pursuant to an Investment Management Agreement, Armistice Capital exercises voting and investment power over the securities of the Issuer held by the Master Fund and thus may be deemed to beneficially own the securities of the Issuer held by the Master Fund. Mr. Boyd, as the managing member of Armistice Capital, may be deemed to beneficially own the securities of the Issuer held by the Master Fund. The Master Fund specifically disclaims beneficial ownership of the securities of the Issuer directly held by it by virtue of its inability to vote or dispose of such securities as a result of its Investment Management Agreement with Armistice Capital.
Item 5.	Ownership of 5 Percent or Less of a Class.
	Ownership of 5 percent or less of a class
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. The Master Fund, a Cayman Islands exempted company that is an investment advisory client of Armistice Capital, has the right to receive dividends from, or the proceeds from the sale of, the reported securities.
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Armistice Capital, LLC

Signature:	/s/ Steven Boyd
Name/Title:	Steven Boyd - Managing Member
Date:	08/14/2026

Steven Boyd

Signature:	/s/ Steven Boyd
Name/Title:	Steven Boyd
Date:	08/14/2026

Exhibit Information

JOINT FILING STATEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G, is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G, shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate. Dated: August 14, 2026 Armistice Capital, LLC By: /s/ Steven Boyd Steven Boyd - Managing Member Steven Boyd By: /s/ Steven Boyd