Convertible Preferred Stock, Common Stock and Stockholders’ Equity (Tables)

12 Months Ended

Dec. 31, 2025

As of December 31, 2025 and 2024, common stock reserved for future issuance consisted of the following:

Schedule of Common Stock Reserved

	December 31, 2025		December 31, 2024
Common stock warrants outstanding		5,026,613		910,299
Common stock options issued and outstanding		277,822		77,245
Restricted stock units vested and unreleased		—		2,039
Shares available for future issuance under the 2023 Equity Incentive Plan		96,497		7,409
Shares reserved under the 2023 Employee Stock Purchase Plan		32,815		32,815
		5,433,747		1,029,807

Schedule of Outstanding Warrants

As of December 31, 2025 and 2024, the Company had outstanding warrants to purchase 5,026,613 and 910,299 shares of common stock, respectively, consisting of the following:

Schedule of Outstanding Warrants

	December 31, 2025		December 31, 2024		Exercise Price		Issuance date	Expiration date
Private Warrants to purchase Common Stock⁽¹⁾		15,938		15,938	$	1,380.00	September 12, 2023	September 12, 2028
Public Warrants to purchase Common Stock⁽²⁾		95,834		95,834	$	1,380.00	September 12, 2023	September 12, 2028
Warrants to purchase Restricted Shares		3,334		3,334	$	158.40	February 21, 2024	February 21, 2029
Warrants to purchase Restricted Shares		50,000		50,000	$	22.80	July 28, 2024	July 28, 2027
Placement Agent Warrants to purchase Common Stock		6,333		6,333	$	79.20	April 18, 2024	April 18, 2029
Placement Agent Warrants to purchase Common Stock		4,458		4,458	$	45.00	June 3, 2024	June 3, 2029
Placement Agent Warrants to purchase Common Stock		8,542		8,542	$	15.00	October 24, 2024	April 24, 2030
Placement Agent Warrants to purchase Common Stock		18,492		18,492	$	25.35	November 15, 2024	May 15, 2030
Placement Agent Warrants to purchase Common Stock		20,834		—	$	12.75	January 10, 2025	January 10, 2030
Placement Agent Warrants to purchase Common Stock		25,221		—	$	9.75	March 31, 2025	March 31, 2030
Representative Warrants to purchase Common Stock		172,538		—	$	3.00	August 21, 2025	August 21, 2030
Series A Warrants to purchase Common Stock⁽³⁾		54,308		87,643	$	18.24	April 18, 2024	April 18, 2029
Series B Warrants to purchase Common Stock⁽⁴⁾		—		57,451	$	18.24	April 18, 2024	April 18, 2025
Series B-1 Warrants to purchase Common Stock⁽⁵⁾		1,442		22,276	$	18.24	June 3, 2024	June 3, 2029
Series B-1 Warrants to purchase Common Stock⁽⁵⁾		—		16,667	$	18.24	July 19, 2024	July 19, 2029
Series B-1 Warrants to purchase Common Stock⁽⁵⁾		—		8,334	$	18.24	July 22, 2024	July 22, 2029
Series B-1 Warrants to purchase Common Stock⁽⁵⁾		—		16,251	$	18.24	November 13, 2024	November 13, 2029
Series C-1 Warrants to purchase Common Stock⁽⁶⁾		17,918		59,586	$	18.24	June 3, 2024	June 3, 2029
Series C-1 Warrants to purchase Common Stock⁽⁶⁾		4,167		4,167	$	18.24	August 8, 2024	August 7, 2029
Series C-1 Warrants to purchase Common Stock⁽⁶⁾		4,168		4,168	$	18.24	August 16, 2024	August 15, 2029
Series D Warrants to purchase Common Stock⁽⁷⁾		18,318		89,153	$	18.24	June 3, 2024	December 3, 2029
Series E Warrants to purchase Common Stock⁽⁸⁾		—		170,836	$	13.56	October 24, 2024	April 24, 2026
Series F Warrants to purchase Common Stock⁽⁸⁾		—		170,836	$	13.56	October 24, 2024	April 24, 2030
Series G Warrants to purchase Common Stock		504,417		—	$	8.34	March 31, 2025	September 30, 2032
Series H Warrants to purchase Common Stock		549,587		—	$	8.40	July 10, 2025	January 10, 2031
Series I Warrants to purchase Common Stock		3,450,764		—	$	2.00	August 21, 2025	August 21, 2030
Total		5,026,613		910,299

(1)	The Private Warrants (and shares of common stock issued or issuable upon exercise of the Private Warrants) in general, will not be transferable, assignable or salable until 30 days after the Closing (excluding permitted transferees) and they will not be redeemable under certain redemption scenarios by us so long as they are held by the Sponsor, Metric or their respective permitted transferees. Otherwise, the Private Warrants have terms and provisions that are identical to those of the Public Warrants, including as to exercise price, exercisability and exercise period. If the Private Warrants are held by holders other than the Company’s sponsor, Metric or their respective permitted transferees, the Private Warrants will be redeemable by the Company under all redemption scenarios and exercisable by the holders on the same basis as the Public Warrants.

(2)	The Public Warrants became exercisable 30 days after the closing of the FLAG Merger. Each whole share of the warrant is exercisable for one share of the Company’s common stock. The Company may redeem the outstanding Public Warrants for $0.12 per warrant upon at least 30 days’ prior written notice of redemption given after the warrants become exercisable, if the reported last sale price of the common stock equals or exceeds $2,160.00 per share (as adjusted for stock dividends, sub-divisions, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing after the warrants become exercisable and ending on the third trading day before the Company sends the notice of redemption to the warrant holders. Upon issuance of a redemption notice by the Company, the warrant holders may, at any time after the redemption notice, exercise the public warrants on a cashless basis. The Company accounts for the Public Warrants in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. The accounting treatment of derivative financial instruments in accordance with ASC 815 requires that the Company record a derivative liability upon the closing of the FLAG Merger (see Note 2). On October 17, 2024, the Company received notice from the NYSE that the Company’s Public Warrants to purchase common stock are no longer suitable for listing pursuant to Section 1001 of the NYSE American Company Guide due to the low trading price of such public warrants, and that the NYSE Regulation has determined to commence proceedings to delist the public warrants. The Public Warrants may be traded on the OTC Pink Marketplace under the symbol CLDWW.

(3)	During the year ended December 31, 2024, Series A warrants to purchase 60,418 shares of common stock were exercised at $18.24 per share and the Company received gross proceeds of approximately $1.1 million. During the year ended December 31, 2025, Series A warrants to purchase 33,335 shares of common stock were exercised at a reduced exercise price of $8.40 per share through the July Inducement Offer and the Company received gross proceeds of approximately $0.3 million.

(4)	Series B warrants to purchase 22,275 shares of common stock were exercised at a reduced exercise price of $24.00 in connection with the May Inducement Offer. Pursuant to the issuance of common stock per the Series B warrant exercises, the Company received gross proceeds of approximately $0.5 million. During the year ended December 31, 2024, Series B warrants to purchase 68,335 shares of common stock were exercised at $18.24 per share and the Company received gross proceeds of approximately $1.2 million. The outstanding Series B warrants to purchase 57,451 shares of common stock expired in April 2025. As of December 31, 2025, no Series B warrants remained outstanding.

(5)	During the year ended December 31, 2024, Series B-1 warrants to purchase 27,082 shares of common stock were exercised at $18.24 per share and the Company received gross proceeds of approximately $0.5 million. During the year ended December 31, 2025, Series B-1 warrants to purchase 62,086 shares of common stock were exercised at a reduced exercise price of $8.40 per share through the July Inducement Offer and the Company received gross proceeds of approximately $0.5 million.

(6)	In connection with the May Inducement Offer, Series C-1 warrants to purchase 4,167 shares of common stock were exercised at $24.00 per share and the Company received gross proceeds of approximately $0.1 million. During the year ended December 31, 2024, Series C-1 warrants to purchase 47,936 shares of common stock were exercised at $18.24 per share and the Company received gross proceeds of approximately $0.9 million. During the year ended December 31, 2025, Series C-1 warrants to purchase 41,668 shares of common stock were exercised at a reduced exercise price of $8.40 per share through the July Inducement Offer and the Company received gross proceeds of approximately $0.4 million.

(7)	The Series D Warrants were issued as additional consideration to the Holders as part of the May Inducement Offer. The fair value of the Series D Warrants totaling $1.7 million was recorded as part of a deemed dividend to the warrant holders, and accordingly was treated as a reduction from total loss attributable to common stockholders in the calculations of net loss per share in the consolidated statements of operations. During the year ended December 31, 2025, Series D warrants to purchase 70,835 shares of common stock were exercised at a reduced exercise price of $8.40 per share through the July Inducement Offer and the Company received gross proceeds of approximately $0.6 million.

(8)	During the year ended December 31, 2025, Series E warrants and Series F warrants to purchase 341,672 shares of common stock each were exercised at a reduced exercise price of $8.40 per share through the July Inducement Offer and the Company received total gross proceeds of approximately $2.8 million.

Schedule of Warrant Activity

The following table summarizes the Company’s aggregate warrant activity for the year ended December 31, 2025.

Schedule of Warrant Activity

	Number of Warrants			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)
Outstanding at January 1, 2025		910,299		$	185.16		3.63
Issued		6,478,695
Exercised		(2,304,930	)
Expired		(57,451	)
Outstanding at December 31, 2025		5,026,613		$	34.97		4.79

The following table summarizes the Company’s aggregate warrant activity for the year ended December 31, 2024.

	Number of Warrants ⁽¹⁾			Weighted Average Exercise Price ⁽¹⁾		Weighted Average Remaining Contractual Life (Years)
Outstanding at January 1, 2024		111,772		$	1,380.00		4.72
Issued		1,176,804
Exercised		(350,222	)
Converted into Common Stock		(28,055	)
Outstanding at December 31, 2024		910,299		$	185.16		3.63

Calidi Biotherapeutics, Inc. 10-K