Welcome to our dedicated page for Calidi Biotherapeutics SEC filings (Ticker: CLDWW), 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.
The SEC filings page for CALIDI BIOTHERPUTICS WTS (CLDWW) aggregates regulatory disclosures connected to the underlying issuer, Calidi Biotherapeutics, Inc. These filings, accessed from the EDGAR system, provide structured information about the company whose common stock trades on NYSE American under the symbol CLDI and to which the CLDWW warrants are linked.
Calidi Biotherapeutics, Inc. uses Form 8-K to report a range of material events. Under Item 2.02 (Results of Operations and Financial Condition), the company has furnished a press release announcing financial results for a third quarter and discussing recent corporate developments. The filing clarifies that this information is furnished, not filed, for purposes of Section 18 of the Exchange Act and is not automatically incorporated into other Securities Act or Exchange Act filings without specific reference.
Several 8-Ks provide Regulation FD disclosures under Item 7.01. These include the presentation of new data on the first therapeutic candidate from the RedTail platform, CLD-401, at the Society of Immunotherapy for Cancer Annual Meeting, with a webinar presentation and poster furnished as exhibits, as well as an updated corporate presentation made available and a press release announcing a scientific advisory board focused on the RedTail platform and CLD-401.
Other filings detail material definitive agreements and corporate actions. Under Item 1.01, the company reports a Stock Repurchase Agreement and a Material Purchase Agreement with its then majority-owned subsidiary, Nova Cell, Inc., resulting in the sale and transfer of Nova Cell shares and certain materials, and Nova Cell no longer being a subsidiary. The Material Purchase Agreement amends and supersedes an earlier Intellectual Property Assignment Agreement, which is terminated as described under Item 1.02. Another 8-K, under Items 1.01 and 5.02, discusses the elimination of the Chief Legal Officer position, the termination of an employment agreement, and the execution of a General Release of Claims and Separation Agreement and a consulting agreement, in connection with cost-reduction and operating-efficiency initiatives.
On this page, AI-powered tools can help summarize and explain such 8-K disclosures, highlighting key items like financial result announcements, Regulation FD communications, asset and subsidiary transactions, and changes in executive roles. This allows users researching CLDWW and the underlying CLDI common stock to quickly understand the substance of Calidi Biotherapeutics, Inc.’s filings without reading every line of each document.
Calidi Biotherapeutics, Inc. filed its annual report for the year ended December 31, 2025, outlining a high-risk biotech profile focused on oncolytic virus cancer therapies. The company has no approved products, has not generated revenue from product sales, and has incurred significant operating losses.
Management discloses it has insufficient cash to continue operations for the next 12 months, creating substantial doubt about its ability to continue as a going concern and a need for substantial additional funding. Calidi’s lead RedTail candidate, CLD-401, is planned for a first-in-human Phase 1 trial by the end of 2026, while CLD-201 (SuperNova) has an approved IND and FDA Fast Track Designation for soft tissue sarcoma, and CLD-101 (NeuroNova) is in early-stage glioma trials run by academic partners.
Calidi Biotherapeutics filed an 8-K to furnish its fourth quarter and full-year 2025 results and recent developments. For 2025, the company reported a net loss attributable to common stockholders of $25.6 million, or $5.95 per share, compared with $23.8 million, or $35.70 per share, in 2024.
Research and development expenses were $9.7 million and general and administrative expenses were $10.5 million for 2025, slightly shifting from 2024 levels. Calidi ended 2025 with $5.6 million in cash and $0.2 million in restricted cash, down from $9.6 million and $0.2 million a year earlier.
Operationally, the company highlighted progress on its RedTail platform and lead candidate CLD-401, which is in IND-enabling studies targeting several solid tumors. It received FDA Type D feedback, plans to file an IND by the end of 2026, established manufacturing partnerships, presented new in situ T-cell engager data, and raised $6.5 million through a public offering and at-the-market sales.
Calidi Biotherapeutics, Inc. received a new Schedule 13D disclosure from investor Ognian Anguelov Gavrilov. He reports beneficial ownership of 700,000 shares of Calidi common stock, representing 9.8% of the outstanding class. The filing states the shares were acquired with personal funds for investment purposes.
The investor has sole voting and dispositive power over all 700,000 shares and no other person has rights to dividends or sale proceeds. The filing notes he may buy more shares or sell some or all of his holdings over time but currently has no specific plans for corporate actions involving Calidi.
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.
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 (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.
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.