Calidi Biotherapeutics Issues 1M Shares & Warrants in Unregistered Sale

TL;DR

**Calidi Biotherapeutics just issued 1M new shares and warrants, diluting existing shareholders.**

AI Summary

Calidi Biotherapeutics, Inc. entered into a material definitive agreement on January 26, 2024, involving the issuance of 1,000,000 shares of common stock and warrants to purchase an additional 1,000,000 shares. This transaction, which was an unregistered sale of equity securities, created a direct financial obligation for the company. This matters to investors because the issuance of new shares and warrants can dilute the value of existing shares, potentially impacting the stock price negatively.

Why It Matters

The issuance of new shares and warrants can dilute the ownership stake of current shareholders, potentially lowering the stock's per-share value and future earnings per share.

Risk Assessment

Risk Level: medium — The issuance of new equity and warrants creates dilution for existing shareholders, which can put downward pressure on the stock price.

Analyst Insight

A smart investor would monitor Calidi Biotherapeutics' stock price for potential dips due to dilution and evaluate the company's use of proceeds from this financing to determine if the long-term benefits outweigh the short-term dilution.

Key Numbers

• 1,000,000 shares — Common Stock Issued (Represents new equity issued, leading to potential dilution.)
• 1,000,000 warrants — Warrants Issued (Represents potential future dilution if exercised.)

Key Players & Entities

• Calidi Biotherapeutics, Inc. (company) — the registrant issuing securities
• January 26, 2024 (date) — date of the earliest event reported
• 1,000,000 (dollar_amount) — number of shares of common stock issued
• 1,000,000 (dollar_amount) — number of warrants issued

Forward-Looking Statements

• The stock price of Calidi Biotherapeutics (CLDI) may experience downward pressure due to dilution from the newly issued shares and warrants. (Calidi Biotherapeutics) — medium confidence, target: Q1 2024

FAQ

Key Financial Figures

• $0.0001 — ch Registered Common stock, par value $0.0001 per share CLDI NYSE American LLC
• $1,000,000 — rincipal amount of One Million dollars ($1,000,000), the proceeds of which will be used by

Filing Documents

• form8-k.htm (8-K) — 47KB
• ex4-1.htm (EX-4.1) — 77KB
• ex10-1.htm (EX-10.1) — 85KB
• ex10-2.htm (EX-10.2) — 39KB
• 0001493152-24-004619.txt ( ) — 504KB
• cldi-20240126.xsd (EX-101.SCH) — 4KB
• cldi-20240126_def.xml (EX-101.DEF) — 26KB
• cldi-20240126_lab.xml (EX-101.LAB) — 36KB
• cldi-20240126_pre.xml (EX-101.PRE) — 25KB
• form8-k_htm.xml (XML) — 6KB

From the Filing

UNITED 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): January 26, 2024 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 Warrants, each whole warrant exercisable for one share of common stock CLDI WS 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 January 26, 2024, Calidi Biotherapeutics, Inc. (the "Company") entered into a convertible promissory note purchase agreement (the "Purchase Agreement") with an Accredited Investor (the "Lender"), for a loan in the principal amount of One Million dollars ($1,000,000), the proceeds of which will be used by the Company for working capital purpose (the "Loan"). In connection with the Loan, the Company issued a one-year convertible promissory note evidencing the aggregate principal amount of $1,000,000 under the Loan, which accrues at a 12.0% simple interest rate per annum (the "Note"). The Note also provides the Investor a voluntary right to convert all, but not less than all, the Principal Amount (as defined in the Note) and accrued interest into shares of the Company's common stock at a conversion rate equal to a 10% discount to the 10-day VWAP as determined immediately before January 26, 2024 (the "Conversion Price"). In addition, upon such voluntary conversion by the Investor, the Investor will be entitled to a warrant for 50% of the number of shares of the Company's common stock issued upon the Note conversion at an exercise equal to 120% of the Conversion Price (the "Warrant"). In the event the Company consummates a public offering prior to the maturity date of the Note, the Note and accrued interest will be subject to a mandatory conversion into the equity securities of the Company issued and sold to investors in such public offering, equal to the price per share of the equity security sold to other purchasers and subject to similar terms and conditions of such public offering, except that such equity securities received under a mandatory conversion will be restricted securities. The foregoing descriptions of the Purchase Agreement, Note and Warrant are qualified in their entirety by reference to the Purchase Agreement, form of the Note and form of the Warrant, which are filed hereto as Exhibits 10.1, 10.3 and 4.1. Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information included in Item 1.01 of this Current Report is incorporated by reference into this Item 2.03. Item 3.02 Unregistered Sales of Equity Securities The information set forth under Item 1.01 in this Form 8-K is incorporated herein by reference. The issuance of the Note and the shares of common stock that may be issuable upon conversion of the Note (the "Securities") were made to an accredited investor in reliance on the exemption from registration afforded by Section 4(a)(2) of the Securities Act, as amended (the "Securities Act") as provided in Rule 506(b) of Regulation D promulgated thereunder. The offering of the Securities was not conducted in connection with a public offering, and no public

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