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Calidi Biotherapeutics (CLDI) stockholders back all proposals at 2026 annual meeting

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

Rhea-AI Filing Summary

Calidi Biotherapeutics, Inc. reported the final voting results from its 2026 Annual Meeting of Stockholders held on June 12, 2026. As of the April 17, 2026 record date, 15,228,625 shares of common stock were outstanding and entitled to vote, and 8,420,006 shares were represented, constituting about 55.29% and forming a quorum.

All proposals submitted to stockholders were approved. Director nominee Scott Leftwich received 3,267,620 votes for and 1,376,756 withheld, with 3,584,915 broker non-votes. Other proposals received majorities of votes cast, and no additional business beyond a potential adjournment proposal, which was not needed, was considered.

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Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Shares outstanding entitled to vote 15,228,625 shares Common stock as of record date April 17, 2026
Shares represented at meeting 8,420,006 shares Shares present or by proxy at June 12, 2026 meeting
Quorum percentage 55.29% Portion of entitled shares represented at Annual Meeting
Votes for Scott Leftwich 3,267,620 votes Director election at 2026 Annual Meeting
Votes withheld for Scott Leftwich 1,376,756 votes Director election at 2026 Annual Meeting
Broker non-votes on director item 3,584,915 votes Director election broker non-votes
Key proposal support 6,672,912 for vs 304,009 against One non-director proposal at 2026 Annual Meeting
Another proposal support 6,512,621 for vs 1,835,715 against Additional proposal at 2026 Annual Meeting
Annual Meeting of Stockholders financial
"held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”)."
record date financial
"As of the record date of April 17, 2026, there were 15,228,625 shares"
The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.
quorum financial
"were represented in person or by proxy, constituting a quorum."
A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.
broker non-vote financial
"FOR | | WITHHLED | | BROKER NON-VOTE Scott Leftwich"
emerging growth company regulatory
"Emerging growth company Item 5.07 Submission of Matters"
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.
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FAQ

What did Calidi Biotherapeutics (CLDI) stockholders vote on at the 2026 Annual Meeting?
Calidi Biotherapeutics stockholders voted on the election of at least one director and several additional proposals. All proposals received sufficient support to pass, and no other substantive matters beyond a potential, but unnecessary, adjournment proposal were considered at the meeting.

How many Calidi Biotherapeutics (CLDI) shares were eligible and present to vote?
As of April 17, 2026, 15,228,625 Calidi Biotherapeutics common shares were issued, outstanding, and entitled to vote. At the Annual Meeting, 8,420,006 shares were represented in person or by proxy, representing about 55.29% of eligible shares and establishing a valid quorum.

What were the voting results for director Scott Leftwich at Calidi Biotherapeutics (CLDI)?
Director nominee Scott Leftwich received 3,267,620 votes for election and 1,376,756 votes withheld, with 3,584,915 broker non-votes. These results indicate stockholder approval of his election at the 2026 Annual Meeting, subject to the company’s standard governance procedures.

Were all proposals at Calidi Biotherapeutics’ (CLDI) 2026 Annual Meeting approved?
Yes, all proposals presented at the 2026 Annual Meeting were approved by stockholders. Each proposal obtained the required level of support, and the reported results were declared final, with no need to adjourn the meeting for further proxy solicitation.

What level of support did the main non-director proposals receive at Calidi Biotherapeutics (CLDI)?
One proposal received 6,672,912 votes for, 304,009 against, and 1,443,085 abstentions. Another proposal received 6,512,621 votes for, 1,835,715 against, and 71,670 abstentions. A further item saw 2,029,740 votes for, 1,423,374 against, and 1,381,977 abstentions, plus 3,584,915 broker non-votes.
false 0001855485 0001855485 2026-06-12 2026-06-12 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

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): June 12, 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 Dr., Suite 200,

San Diego, CA

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

 

Registrant’s telephone number, including area code: (858) 794-9600

 

Not Applicable

(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   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 5.07 Submission of Matters to a Vote of Security Holders.

 

On June 12, 2026, Calidi Biotherapeutics, Inc., (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). As of the record date of April 17, 2026, there were 15,228,625 shares of Common Stock issued and outstanding and entitled to vote.

 

At the Annual Meeting, 8,420,006 shares of Common Stock, representing approximately 55.29% of the total number of shares of Common Stock entitled to vote, were represented in person or by proxy, constituting a quorum. Set forth below are the voting results from the proposals presented for a stockholder vote at the Annual Meeting, each of which received a sufficient number of votes to pass.

 

1. Election of Class III Director Nominee. The stockholders elected Scott Leftwich as Class III Director of the Company by a plurality of the votes cast, and without contest, to serve a three-year term until the 2029 Annual Meeting of Stockholders or until his successor has been duly elected.

 

NAME   FOR   WITHHLED   BROKER NON-VOTE
Scott Leftwich   3,267,620   1,376,756   3,584,915

 

2. Ratification of the appointment of Auditor. Stockholders approved and ratified the appointment of CBIZ CPAs P.C. as the Company’s independent registered public accounting firm to audit the consolidated financial statements of the Company for the fiscal year ending December 31, 2026.

 

FOR   AGAINST   ABSTAIN   BROKER NON-VOTE
6,672,912   304,009   1,443,085   -

 

3. Reverse Stock Split. Stockholders approved an amendment to the Company’s Second Amended and Restated Certificate of Incorporation, as amended, to, at the discretion of the Board of Directors, effect a reverse stock split with respect to the Company’s shares of issued and outstanding Common Stock, which consists of Voting Common Stock and Non-Voting Common Stock, at a ratio between 1-for-2 and 1-for-16 (the “Range”), with the ratio within such Range to be determined at the discretion of the Board and included in a public announcement.

 

FOR   AGAINST   ABSTAIN   BROKER NON-VOTE
6,512,621   1,835,715   71,670   -

 

4. 2023 Plan Amendment. Stockholders approved an amendment to the Company’s 2023 Equity Incentive Plan (the “2023 Plan”), to increase the aggregate number of shares of common stock authorized for grant under the 2023 Plan from 282,815 to 1,950,000.

 

FOR   AGAINST   ABSTAIN   BROKER NON-VOTE
2,029,740   1,423,374   1,381,977   3,584,915

 

All the proposals presented for a vote at the Annual Meeting were approved by the Company’s stockholders. The results reported above are final voting results. No other matters were considered or voted upon at the Annual Meeting, except a proposal to adjourn the meeting to a later date, if necessary, to permit further solicitation and vote proxies in the event there were not sufficient votes in favor of the proposals. Based upon the voting results, the latter was not applicable.

 

 

 

 

SIGNATURE

 

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: June 18, 2026    
  By: /s/ Andrew Jackson
  Name: Andrew Jackson
  Title: Chief Financial Officer

 

 

Source: View Original Filing on SEC EDGAR

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