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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): October 27, 2025
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
October 27, 2025, Calidi Biotherapeutics, Inc. (the “Company”) entered into that certain Stock Repurchase Agreement (the
“SRA”) and Material Purchase Agreement (the “MPA” and together with the SRA the “Agreements”), with
its majority owned subsidiary, Nova Cell, Inc. (“Nova Cell”). Pursuant to the SRA, the Company sold and transferred 22,500,000
shares of Nova Cell common stock (the “Repurchased Shares”), which represents 75% of the equity interest in Nova Cell and
100% of the Company’s ownership of Nova Cell, for a purchase price of $6,000,000 (the “Purchase Price”). The Purchase
Price for the Repurchased Shares was or shall be satisfied (A) in part by cancellation of indebtedness under the September 17, 2024,
promissory note, net of specified offsets (including a $50,000 cash offset), resulting in an Indebtedness Cancellation Amount of $1,214,864,
and (B) the balance, by Deferred Consideration of $4,785,136 payable after closing, as more fully described in the SRA. After the Deferred
Consideration is fully satisfied, the SRA also provides for an ongoing royalty at a fixed percentage of Covered Gross Revenue attributable
to or derivative of the materials listed on Schedule A to the MPA, payable quarterly within 30 days after each quarter-end. Following
the closing, Nova Cell is no longer a subsidiary of the Company. The Company estimates it will realize $0.5 million per year in general
and administrative expense reductions as a result of the transaction.
The
MPA amends and supersedes in its entirety the parties’ July 28, 2024, Intellectual Property Assignment Agreement, and, together
with the Bill of Sale provides for the sale and transfer to Nova Cell of the purchased materials listed on Schedule 1, subject to stated
limitations or applicable third-party rights. Nova Cell also assumed certain defined liabilities and agreed to a Prohibited Use covenant
(including a prohibition on any uses relating to oncolytic viruses) pursuant to the MPA. The parties also executed a Bill of Sale to
effectuate conveyance of the purchased materials under the MPA, subject to the MPA’s terms. The Company will retain stocks of the
cell lines listed as part of the Purchased Materials in Schedule 1 for its own use.
The
foregoing summaries of the SRA and the MPA do not purport to be complete and are qualified in their entirety by reference to the SRA
and the copies of which are filed as Exhibits 10.1, and 10.2, respectively, to this Current Report on Form 8-K, and incorporated herein
by reference.
Certain
identified information has been omitted from the SRA filed as Exhibit 10.1 to this Current Report on Form 8-K pursuant to Item 601(b)(10)
of Regulation S-K. The Company treats such omitted information as private or confidential. The Company agrees to furnish, on a supplemental
basis, a complete unredacted copy to the Securities and Exchange Commission upon request.
| Item
1.02 |
Termination
of Material Agreement |
Effective
upon execution of the Material Purchase Agreement described in Item 1.01 above, the parties’ Intellectual Property Assignment Agreement
dated July 28, 2024, was amended, replaced and superseded in its entirety and is no longer in effect. No separate termination fees were
paid in connection with such supersession beyond the consideration and undertakings reflected in the MPA or the SRA.
| Item
2.01 |
Completion
of Acquisition or Disposition of Assets |
The
information in Item 1.01 above is incorporated herein by reference.
| Item
9.01 |
Financial
Statements and Exhibits. |
(d)
Exhibits
| Exhibit |
|
Exhibit
Description |
| 10.1* |
|
Stock Repurchase Agreement dated October 27, 2025 |
| 10.2 |
|
Material Purchase Agreement dated October 27, 2025 |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
* Pursuant to Item 601(b)(10) of Regulation S-K, certain information has been redacted or omitted, and marked by brackets and asterisks. The Company agrees to furnish, on a supplemental basis, a complete unredacted copy of such exhibit to the Securities and Exchange Commission upon request.
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:
October 31, 2025 |
|
|
| |
By: |
/s/
Andrew Jackson |
| |
Name: |
Andrew
Jackson |
| |
Title: |
Chief
Financial Officer |
