Calidi Biotherapeutics, Inc. filings document the public-company record for a biotherapeutics issuer with common stock listed under CLDI and related warrant securities. Its Form 8-K reports cover results of operations, Regulation FD materials, material definitive agreements and unregistered equity issuances, including warrant terms tied to common stock.
Proxy and governance filings cover annual meeting procedures, stockholder voting matters, director elections, board composition and committee appointments. The filing record also documents capital-structure activity, securities-law exemptions for private placements and formal updates to the company’s governance framework.
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.
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 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) 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) 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) 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 (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.