Calidi Biotherapeutics Announces CFO Departure, Board Changes

TL;DR

CFO OUT, new board members IN at Calidi. Big changes happening.

AI Summary

Calidi Biotherapeutics, Inc. announced on May 13, 2024, the departure of its Chief Financial Officer, Jonathan R. Moreland. The company also reported the election of new directors and changes in officer compensation. The filing also includes financial statements and exhibits.

Why It Matters

Changes in key executive positions and board composition can signal shifts in company strategy or financial oversight, potentially impacting investor confidence.

Risk Assessment

Risk Level: medium — Executive departures and board changes can introduce uncertainty regarding future strategy and financial management.

Key Numbers

• 0.0001 — Common Stock Par Value (Per share value for common stock)
• 11.50 — Warrant Exercise Price (Price to exercise redeemable warrants)

Key Players & Entities

• Calidi Biotherapeutics, Inc. (company) — Registrant
• Jonathan R. Moreland (person) — Departing Chief Financial Officer
• May 13, 2024 (date) — Date of earliest event reported
• Delaware (location) — State of incorporation
• First Light Acquisition Group, Inc. (company) — Former company name

FAQ

Key Financial Figures

• $0.0001 — ch registered Common stock, par value $0.0001 per share CLDI NYSE American LLC
• $11.50 — of common stock at an exercise price of $11.50 per share CLDIWS NYSE American LLC
• $25,000 — lized base salary has been increased by $25,000 to $425,000. Additionally, Ms. Pizarro'
• $425,000 — salary has been increased by $25,000 to $425,000. Additionally, Ms. Pizarro's annual dis
• $120,000 — is also eligible to receive a bonus of $120,000 contingent on the Company closing a $10
• $10 million — 000 contingent on the Company closing a $10 million debt or equity round on or before Decem

Filing Documents

• form8-k.htm (8-K) — 46KB
• 0001493152-24-020443.txt ( ) — 264KB
• cldi-20240513.xsd (EX-101.SCH) — 4KB
• cldi-20240513_def.xml (EX-101.DEF) — 26KB
• cldi-20240513_lab.xml (EX-101.LAB) — 36KB
• cldi-20240513_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): May 13, 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 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 Redeemable warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50 per share CLDIWS 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. (e) Compensation Arrangements for Executive Officers On May 13, 2024, the Compensation Committee of the Board of Directors of Calidi Biotherapeutics, Inc. approved certain adjustments to the compensation of Wendy Pizarro, effective immediately. Starting May 13, 2024, Ms. Pizarro's annualized base salary has been increased by $25,000 to $425,000. Additionally, Ms. Pizarro's annual discretionary bonus target was increased from 30% to 40% of her base salary, as approved from time to time by the Board or the Compensation Committee. Ms. Pizarro is also eligible to receive a bonus of $120,000 contingent on the Company closing a $10 million debt or equity round on or before December 31, 2024, with final amount to be determined by the Chief Executive Officer based on the involvement and support of Ms. Pizarro. Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 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: May 17, 2024 By: /s/ Andrew Jackson Name: Andrew Jackson Title: Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR