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  4. [8-K] Calidi Biotherapeutics, Inc. Reports Material Event

New lease could save Calidi Biotherapeutics (NYSE American: CLDI) $1.1M yearly

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Calidi Biotherapeutics, Inc. entered into a new lease for approximately 9,038 rentable square feet of office and laboratory space at 5580 Morehouse Drive in San Diego. The initial 44‑month term is scheduled to run from October 1, 2026 through May 31, 2030, with one three‑year renewal option at fair market rent.

By terminating its existing lease at 4475 Executive Drive effective September 30, 2026 and relocating to the new premises, the company estimates annual savings of about $1.1 million in rent and facility expenses. Calidi must post an irrevocable $113,574.78 letter of credit within 10 days, generally kept in place until at least 120 days after lease expiration.

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Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 1.02 Termination of a Material Definitive Agreement Business
A significant contract was terminated, which may affect business operations or revenue.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Estimated annual rent and facility savings approximately $1.1 million per year Estimated savings from terminating the existing lease and entering the new lease
New premises size 9,038 rentable square feet Office and laboratory space at 5580 Morehouse Drive, Suite 120, San Diego
Letter of credit amount $113,574.78 Irrevocable letter of credit required within 10 calendar days of executing the new lease
Initial lease term 44 months Scheduled from October 1, 2026 through May 31, 2030
Lease termination date for prior premises September 30, 2026 Effective termination date of the prior lease at 4475 Executive Drive
Renewal option length 3 years Single option to extend the new lease at then-prevailing fair market rental rate
Post-expiration LOC duration 120 days Letter of credit generally must remain in effect at least this long after lease expiration
Grace period in existing premises up to 14 days Maximum stay after substantial completion of the new premises if not ready by September 30, 2026
material definitive agreement regulatory
"Item 1.01. Entry into a Material Definitive Agreement."
A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.
letter of credit financial
"deliver an irrevocable letter of credit in the amount of $113,574.78."
A letter of credit is a bank’s written promise to pay a seller on behalf of a buyer once specified shipping or delivery documents are presented, acting like a guaranteed cashier’s check that only pays when the agreed conditions are met. Investors care because letters of credit reduce payment and counterparty risk, affect a company’s working capital and credit exposure, and can influence deal certainty in contracts, trade financing, and acquisitions.
holdover provisions regulatory
"If the Company fails to timely vacate... the holdover provisions of the Prior Lease will apply."
Emerging growth company regulatory
"Emerging growth company Item 1.01."
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

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

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FAQ

What new lease did Calidi Biotherapeutics (CLDI) sign in July 2026?
Calidi Biotherapeutics entered a new lease for 9,038 rentable square feet of office and lab space at 5580 Morehouse Drive, San Diego. The initial term is 44 months, from October 1, 2026 through May 31, 2030, with one three‑year renewal option.

How much does Calidi Biotherapeutics (CLDI) expect to save from the new lease?
The company estimates the lease change will save about $1.1 million per year in rent and facility-related expenses. These savings result from terminating the prior lease at 4475 Executive Drive and relocating operations to the smaller, newly leased premises at 5580 Morehouse Drive.

What security is Calidi Biotherapeutics (CLDI) providing under the new lease?
Within 10 calendar days of signing, Calidi must deliver an irrevocable letter of credit for $113,574.78. This letter of credit generally remains in effect until at least 120 days after the lease expires and may be drawn after specified default events.

When does Calidi Biotherapeutics’ (CLDI) prior lease now end?
Under a Lease Termination Agreement, the prior lease at 4475 Executive Drive will terminate effective September 30, 2026. If the new premises are not substantially complete by then, Calidi may remain up to 14 days after completion before surrendering the existing space.

Does Calidi Biotherapeutics (CLDI) owe any early termination fee on the old lease?
The Lease Termination Agreement explicitly states that it does not provide for an early termination fee to the prior landlord. However, provisions of the prior lease that expressly survive expiration or earlier termination will continue to remain in effect after the termination date.
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): July 10, 2026

 

CALIDI BIOTHERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

 

Delaware   001-40789   86-2967193

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(I.R.S. Employer

Identification No.)

 

4475 Executive Drive, Suite 200,

San Diego, California

   92121
(Address of principal executive offices)   (Zip Code)

 

(858) 794-9600

(Registrant’s telephone number, including area code)

 

N/A

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Title of Each Class   Trading Symbol(s)   Name of Each Exchange on Which Registered
Common stock, par value $0.0001 per share   CLDI   NYSE American LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 

 

Item 1.01. Entry into a Material Definitive Agreement.

 

On July 10, 2026, Calidi Biotherapeutics, Inc. (the “Company”) entered into a lease agreement (the “New Lease”) with BP3-SD4 5580 Morehouse Drive LLC, a Delaware limited liability company (the “New Landlord”), pursuant to which the Company will lease approximately 9,038 rentable square feet of office and laboratory space located in Suite 120 at 5580 Morehouse Drive, San Diego, California 92121 (the “New Premises”). The New Landlord is an affiliate of 4475 Executive Drive LLC, the landlord under the Company’s existing lease described in Item 1.02 below.

 

The Company estimates it will save approximately $1.1 million per year in rent and facility-related expenses by terminating the existing lease and entering into the New Lease. 

 

The New Lease has an initial term of 44 months, scheduled to commence on October 1, 2026 and expire on May 31, 2030, subject to the terms of the New Lease and the tenant work letter attached thereto. The Company has one option to extend the term of the New Lease for an additional three years at the then-prevailing fair market rental rate, subject to the conditions set forth in the New Lease, including that the Company has not previously been in default under the New Lease and occupies at least 50% of the New Premises at the time of exercise.

 

Within 10 calendar days following execution of the New Lease, the Company is required to deliver an irrevocable letter of credit in the amount of $113,574.78. The letter of credit must generally remain in effect until at least 120 days following the expiration of the New Lease and may be drawn by the New Landlord following certain customary events specified in the New Lease. The New Lease contains customary events of default and remedies.

 

The foregoing description of the New Lease does not purport to be complete and is qualified in its entirety by reference to the full text of the New Lease, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 1.02. Termination of a Material Definitive Agreement.

 

On July 10, 2026, the Company entered into a Lease Termination Agreement (the “Termination Agreement”) with 4475 Executive Drive LLC (the “Prior Landlord”) with respect to that certain lease dated October 10, 2022, as modified by a Confirmation of Lease Terms dated February 28, 2023 (collectively, the “Prior Lease”). The Prior Lease relates to office and laboratory space located on the second floor of 4475 Executive Drive, San Diego, California 92121 (the “Existing Premises”), and was previously scheduled to expire in February 2027. The Prior Landlord is an affiliate of the New Landlord described in Item 1.01 above.

 

The Termination Agreement provides that the Prior Lease will terminate effective September 30, 2026 (the “Termination Date”). The effectiveness of the Termination Agreement was conditioned upon the Company and the New Landlord entering into the New Lease described in Item 1.01 above, which condition was satisfied concurrently with the execution of the Termination Agreement.

 

If substantial completion of the New Premises has not occurred by September 30, 2026, the Company may remain in the Existing Premises for up to 14 days following substantial completion of the New Premises. In that event, the Termination Date will be the date during such 14-day period on which the Company surrenders the Existing Premises to the Prior Landlord. If the Company fails to timely vacate and surrender the Existing Premises, the holdover provisions of the Prior Lease will apply. The Termination Agreement does not provide for the payment of an early termination fee to the Prior Landlord. Provisions of the Prior Lease that expressly survive its expiration or earlier termination will remain in effect.

 

The foregoing description of the Termination Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Termination Agreement, a copy of which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

 

The information set forth under Item 1.01 of this Current Report on Form 8-K under the caption “Entry into a Material Definitive Agreement, is incorporated by reference into this Item 2.03.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit   Exhibit Description
10.1   Lease Agreement, dated July 10, 2026, by and between BP3-SD4 5580 Morehouse Drive LLC and Calidi Biotherapeutics, Inc.
10.2   Lease Termination Agreement, dated July 10, 2026, by and between 4475 Executive Drive LLC and Calidi Biotherapeutics, Inc.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  CALIDI BIOTHERAPEUTICS, INC.
     
Dated: July 16, 2026    
  By: /s/ Andrew Jackson
  Name: Andrew Jackson
  Title: Chief Financial Officer

 

 

 

Source: View Original Filing on SEC EDGAR

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