Calidi Biotherapeutics, Inc. 8-K

What Happened

• Calidi Biotherapeutics, Inc. (CLDI) announced that director Allan J. Camaisa informed the Board on March 29, 2026 that he will allow his director term to expire at the Company’s 2026 annual stockholder meeting. The company said his decision was not due to any disagreement with the Company over operations, policies, or practices.
• On April 1, 2026 the Board, following the Nominating and Corporate Governance Committee’s recommendation and as permitted by the Bylaws, reduced the size of the Board from six (6) to five (5) members by eliminating the expected Class III director vacancy. Also on April 1, 2026 the Board appointed Class III director Scott Leftwich to the Audit Committee, effective immediately.

Key Details

• Notice date: Allan J. Camaisa informed the Committee on March 29, 2026.
• Board action date: April 1, 2026 — Board reduced from 6 to 5 members by eliminating the Class III vacancy.
• Committee change: Scott Leftwich added to the Audit Committee effective April 1, 2026.
• No disagreement: The company stated Mr. Camaisa’s decision was not due to any dispute with the company.

Why It Matters

• Board composition and committee membership affect corporate governance and oversight; investors should note a director departure and an audit committee appointment that could influence oversight of financial reporting and controls.
• The filing confirms the change is routine (not dispute-driven), reducing near-term governance risk linked to internal disagreement; shareholders may watch for the Board slate at the 2026 annual meeting and any further governance updates.