Calidi Biotherapeutics, Inc. 8-K

What Happened

• Calidi Biotherapeutics, Inc. filed an 8-K on May 8, 2026 disclosing it issued a warrant to an accredited investor to purchase up to 17,391,304 unvested shares of common stock at an exercise price of $0.23 per share. The warrant is first exercisable on September 8, 2026.
• The warrant’s vesting is tied to any registered issuances of common stock the investor may (but is not required to) agree to acquire from the Company prior to July 8, 2026 — up to an aggregate of $4.0 million of registered issuances. Vesting occurs in proportion to such consummated registered issuances.

Key Details

• Maximum shares subject to the warrant: 17,391,304 (unvested).
• Exercise price: $0.23 per share; first exercisable: September 8, 2026.
• Vesting condition: proportional to registered issuances up to $4.0 million agreed and closed before July 8, 2026; neither party is obligated to agree to those issuances.
• Securities law treatment: Issuance relied on Section 4(a)(2) and Rule 506(b); investor represented it is an “accredited investor.” Shares issued on exercise cannot be reoffered or sold in the U.S. absent registration or an applicable exemption. (Form of warrant filed as Exhibit 4.1.)

Why It Matters

• This transaction gives the investor the right to acquire a significant number of shares at a fixed low exercise price if and when the warrant vests and is exercised, which could increase the Company’s outstanding shares if exercised. The vesting structure ties potential dilution to future registered financings up to $4.0 million, and the investor and company are not obligated to complete those financings.