CALIDI BIOTHERAPEUTICS, INC. reporting persons Armistice Capital, LLC and Steven Boyd state beneficial ownership of 1,111,732 shares of Common Stock, representing 9.99% of the class as of 03/31/2026. Armistice Capital notes it is the investment manager of the Master Fund and exercises voting and investment power over the securities held by the Master Fund; the Master Fund disclaims beneficial ownership by virtue of the Investment Management Agreement.
Positive
None.
Negative
None.
Insights
Large passive stake reported: 1,111,732 shares (9.99%).
Armistice Capital reports shared voting and dispositive power over 1,111,732 shares, equal to 9.99% as of 03/31/2026. The filing explains this position arises from its role as investment manager to the Master Fund under an Investment Management Agreement.
The economic interest is held by the Master Fund, which the filing states "disclaims beneficial ownership" due to lack of voting or disposition authority; subsequent filings could clarify any change in status or intention.
Filing clarifies voting/disposition mechanics and joint filing attribution.
The statement attributes shared voting and dispositive power to Armistice Capital and notes Steven Boyd as managing member. The joint filing language confirms the disclosure is made on behalf of both reporting persons and commits them to file future amendments as required.
Stake size at 9.99% is below typical 10% thresholds that trigger certain additional obligations; governance implications depend on future amendments or conversions in ownership.
Key Figures
Shares beneficially owned:1,111,732 sharesPercent of class:9.99%CUSIP:320703408
3 metrics
Shares beneficially owned1,111,732 sharesAmount reported in Item 4 as of 03/31/2026
Percent of class9.99%Percent of common stock reported in Item 4
CUSIP320703408CUSIP for CALIDI common stock listed on cover
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
shared dispositive powerregulatory
"(iv) Shared power to dispose or to direct the disposition of: 1,111,732"
Investment Management Agreementfinancial
"Armistice Capital is the investment manager of Armistice Capital Master Fund Ltd."
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.
disclaims beneficial ownershiplegal
"The Master Fund specifically disclaims beneficial ownership of the securities of the Issuer directly held by it"
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
CALIDI BIOTHERAPEUTICS, INC.
(Name of Issuer)
Common stock, par value $0.0001 per share
(Title of Class of Securities)
320703408
(CUSIP Number)
03/31/2026
(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):
320703408
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
1,111,732.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,111,732.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,111,732.00
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)
9.99 %
12
Type of Reporting Person (See Instructions)
IA, OO
SCHEDULE 13G
CUSIP Number(s):
320703408
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
1,111,732.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,111,732.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,111,732.00
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)
9.99 %
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 Number(s):
320703408
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:
1,111,732
(b)
Percent of class:
9.99%
(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:
1,111,732
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
1,111,732
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.
Not Applicable
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:
05/15/2026
Steven Boyd
Signature:
/s/ Steven Boyd
Name/Title:
Steven Boyd
Date:
05/15/2026
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: May 15, 2026
Armistice Capital, LLC
By: /s/ Steven Boyd
Steven Boyd - Managing Member
Steven Boyd
By: /s/ Steven Boyd
What stake does Armistice Capital report in CALIDI Biotherapeutics (CLDI)?
Armistice Capital reports beneficial ownership of 1,111,732 shares, equal to 9.99% of the common stock as of 03/31/2026. The position is held by the Master Fund, for which Armistice Capital acts as investment manager.
Who holds voting and disposal power over the reported shares?
The filing states Armistice Capital exercises shared voting and dispositive power over the 1,111,732 shares. Steven Boyd, as managing member, may be deemed to beneficially own the securities by virtue of his role.
Does the Master Fund claim direct beneficial ownership of the shares?
No. The filing says the Master Fund specifically "disclaims beneficial ownership" of the securities it directly holds due to its inability to vote or dispose of them under the Investment Management Agreement.
When was this Schedule 13G position reported for CLDI?
The ownership amount is reported with an ownership as of 03/31/2026, and the joint filing signature block is dated 05/15/2026, reflecting the reporting persons' attestation and agreement to file future amendments.
