Every 8-K that CALIDI BIOTHERPUTICS WTS (CLDWW) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow CLDWW and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full CLDWW filings page.
Calidi Biotherapeutics, Inc. (CLDI) entered into a stock purchase agreement on September 17, 2026 with accredited and institutional investors for a registered direct offering of 1,025,640 shares of common stock at $1.17 per share, under its effective Form S-3 shelf registration statement. The offering closed on September 21, 2026 and generated approximately $1.2 million in gross proceeds, which Calidi intends to use for working capital and general corporate purposes. No underwriter, placement agent, broker-dealer or similar intermediary was engaged, and no related fees or commissions were paid. For 45 days after closing, Calidi agreed not to issue most additional equity or equity-linked securities without consent from Purchasers holding more than 50% of the shares sold, and directors and executive officers agreed to 60-day lock-ups on sales or transfers of company equity.
Calidi Biotherapeutics, Inc. reported second quarter 2026 results and pipeline updates. For the three months ended June 30, 2026, net loss attributable to common stockholders was $4.2 million, or $2.94 per share, compared with a net loss of $5.7 million, or $31.75 per share, for the same period in 2025, with prior per-share data adjusted for a 1-for-16 reverse stock split completed in July 2026.
Research and development expenses were $2.6 million, essentially unchanged year over year, while general and administrative expenses decreased to $1.6 million from $3.1 million. Cash was $4.1 million and restricted cash $0.2 million as of June 30, 2026, versus cash of $5.6 million and restricted cash of $0.2 million at December 31, 2025. Total assets were $7.2 million and total equity $3.1 million at quarter end. The company highlighted progress on its RedTail platform and anticipates lead candidate CLD-401 entering the clinic in the first quarter of 2027 targeting metastatic cancers.
Calidi Biotherapeutics, Inc. implemented a 1-for-16 reverse stock split of its issued and outstanding common stock, approved by stockholders at the June 12, 2026 annual meeting. The split became effective on July 30, 2026, with shares beginning to trade on a split-adjusted basis on July 31, 2026 under the existing symbol CLDI and a new CUSIP 320703 507.
Each stockholder’s total common shares were divided by sixteen and rounded up to the nearest whole share, so no fractional shares or cash in lieu were issued. All equity awards were proportionately adjusted. Authorized capital remains 330,000,000 common shares (312,000,000 voting and 18,000,000 non-voting) and 1,000,000 preferred shares, with par values unchanged. Immediately after the split, approximately 2,445,396 common shares and 9,375 non-voting common shares were outstanding, and stockholder ownership percentages and rights were stated to be unchanged aside from minor fractional adjustments.
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.
Calidi Biotherapeutics appointed Corazon (Corsee) Sanders, Ph.D., as an independent Class III director, with a term running until the 2029 annual meeting of stockholders. She was also named to the company’s Audit Committee, drawing on more than three decades of global drug development and clinical operations experience at major biopharma companies.
The board deferred granting her initial equity award under the 2023 Equity Incentive Plan until it evaluates available awards and may adjust the share amount. Calidi also increased its board size from five to six directors and removed Scott Leftwich from the Audit Committee while he continues to serve on the board. A related press release highlights Calidi’s RedTail platform and lead genetic medicine candidate CLD-401, which is in IND-enabling studies for cancers with high unmet medical need.
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.
Calidi Biotherapeutics, Inc. entered into a material definitive agreement by issuing an amended and restated warrant in a private placement. The warrant allows the holder to purchase up to 17,391,304 shares of common stock at an exercise price of $0.23 per share, with exercise conditioned on stockholder approval.
The revision increases the Minimum Vesting Acquisition Amount from $500,000 to $1,000,000 and extends the Vesting Termination Date from July 8, 2026 to September 30, 2026. The transaction relies on Section 4(a)(2) and Rule 506(b) under the Securities Act, with the holder represented as an accredited investor.
Calidi Biotherapeutics reported first quarter 2026 results showing a net loss attributable to common stockholders of $4.4 million, or $0.43 per share, compared with a net loss of $5.0 million, or $2.21 per share, a year earlier.
Research and development expenses were $2.6 million, slightly higher than in 2025, while general and administrative expenses declined to $1.6 million from $2.6 million, reducing overall operating costs. Total other income turned modestly positive, helping narrow the loss.
The company ended March 31, 2026 with $6.6 million in cash and $0.2 million in restricted cash, up from $5.6 million and $0.2 million at year-end 2025. Calidi continues advancing its RedTail platform, including lead candidate CLD-401 in IND-enabling studies, and plans to submit an IND application by the end of 2026.
Calidi Biotherapeutics, Inc. entered into a private financing arrangement by issuing a warrant to an accredited investor on May 6, 2026. The warrant allows the holder to purchase up to 17,391,304 shares of common stock at an exercise price of $0.23 per share.
The warrant first becomes exercisable on September 8, 2026 and vests in proportion to any issuances of up to $4.0 million of common stock that the investor and the company may agree to complete in registered offerings prior to July 8, 2026. Neither party is obligated to proceed with any such stock issuances.
The warrant and the shares issuable upon its exercise were issued as an unregistered offering relying on Section 4(a)(2) of the Securities Act and Rule 506(b), based on the investor’s status as an accredited investor. The warrant form was filed as an exhibit for reference.
Calidi Biotherapeutics, Inc. announced that director Allan J. Camaisa plans to let his Board term expire at the Company’s 2026 annual stockholder meeting. The Company states his decision is not due to any disagreement over operations, policies or practices.
Following this notice, the Board approved a reduction in its size from six to five directors, effective at the 2026 annual stockholder meeting, by eliminating the Class III director seat that will become vacant. On April 1, 2026, the Board also appointed Class III director Scott Leftwich to the Audit Committee, effective immediately.
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 (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.
Calidi Biotherapeutics, Inc. is eliminating the Chief Legal Officer role as part of cost‑reduction and operating‑efficiency initiatives, leading to the termination of Chief Legal Officer Wendy Pizarro Campbell’s employment agreement effective October 17, 2025. The company states the decision is not due to any disagreement with her on operations, policies, or practices.
After a seven‑business‑day revocation period following a September 17, 2025 General Release of Claims and Separation Agreement, Ms. Campbell is entitled to a bonus of $85,000 if a corporate spin‑off, out‑licensing, or similar transaction relating to Nova Cell is successfully completed before October 31, 2025, plus $212,500 of severance pay over six months and six months of COBRA premiums. She will also provide services under a separate consulting agreement effective October 18, 2025 at $250 per hour, up to 20 hours per month for an initial six‑month term. The Board appointed Chief Financial Officer Andrew Jackson as Corporate Secretary as of the effective date.