Calidi Biotherapeutics, Inc. 8-K

What Happened

• Calidi Biotherapeutics, Inc. (CLDI) entered an underwriting agreement with Ladenburg Thalmann & Co. Inc. and closed an offering on March 9, 2026 that generated gross proceeds of approximately $6.03 million (before underwriting discounts, commissions and expenses). The offering consisted of 2,278,731 Common Stock Units (including 1,575,000 sold under the underwriter’s full exercise of the overallotment) and 9,815,900 Pre‑Funded Units.
• The company also issued an underwriter’s warrant to Ladenburg (or its designees) to buy up to 604,732 shares at $0.625 per share (exercisable immediately; expires March 9, 2031). Equiniti Trust Company, LLC was engaged as warrant agent.

Key Details

• Offering structure and prices: each Common Stock Unit sold at $0.50; each Pre‑Funded Unit sold at $0.499 (the Pre‑Funded Warrant’s nominal $0.001 exercise price accounted for the $0.001 difference).
• Warrants issued: Series J, K and L warrants (each with $0.50 initial exercise price). Series J expires in 5 years, Series K in 1 year, Series L in 6 months. Pre‑Funded Warrants are immediately exercisable for one share each until exercised in full.
• Warrant mechanics and limits: the Common Warrants include two potential exercise‑price resets (45 days after issuance and after certain reverse‑split approval) subject to a floor of $0.25 prior to the 45‑day reset; holders are subject to ownership caps (4.99% default or 9.99% at election) unless they give notice to increase.
• Deal restrictions and lockups: company agreed not to issue most common stock or equivalents for 60 days post‑closing and to limit variable‑rate transactions for six months; directors and officers agreed to 90‑day lockups. The company filed related press releases on March 5, 6 and 9, 2026.

Why It Matters

• The offering provides Calidi with near‑term cash (~$6.03M gross) for working capital and general corporate purposes, which can extend runway or fund operations. However, the issuance of a large number of pre‑funded warrants and multiple series of exercisable warrants means potential future dilution if and when those warrants are exercised. The lockups and issuance restrictions limit near‑term additional dilution from other financings for a defined period. Investors should note the exercise prices, reset mechanics and ownership caps when assessing potential share count and dilution.