Calidi Biotherapeutics, Inc. 8-K

What Happened

• Calidi Biotherapeutics, Inc. (CLDI) filed an 8-K reporting the results of its 2026 Annual Meeting held June 12, 2026. As of the April 17, 2026 record date there were 15,228,625 shares outstanding and 8,420,006 shares (≈55.29%) were represented, establishing a quorum.
• Stockholders approved all proposals: Scott Leftwich was elected Class III director for a three-year term (through the 2029 Annual Meeting); CBIZ CPAs P.C. was ratified as independent auditor for fiscal 2026; stockholders authorized the Board, at its discretion, to effect a reverse stock split in a ratio between 1-for-2 and 1-for-16; and the 2023 Equity Incentive Plan was amended to increase the share pool from 282,815 to 1,950,000.

Key Details

• Record date / shares outstanding: April 17, 2026 / 15,228,625 shares; shares represented at meeting: 8,420,006 (55.29%).
• Director election (Scott Leftwich): For 3,267,620; Withheld 1,376,756; Broker non-vote 3,584,915.
• Auditor ratification (CBIZ CPAs P.C.): For 6,672,912; Against 304,009; Abstain 1,443,085.
• Reverse split approval (1-for-2 to 1-for-16 range, Board discretion): For 6,512,621; Against 1,835,715; Abstain 71,670.
• 2023 Equity Incentive Plan increase (shares authorized raised to 1,950,000): For 2,029,740; Against 1,423,374; Abstain 1,381,977; Broker non-vote 3,584,915.

Why It Matters

• The Board now has authority to implement a reverse stock split (1-for-2 up to 1-for-16). If used, a reverse split would reduce the number of outstanding shares and raise the per‑share price proportionally, which can affect liquidity, share float, and eligibility for certain markets or index criteria.
• The large increase in the 2023 Plan (from 282,815 to 1,950,000 shares) creates a substantial pool for equity grants to employees, directors, and consultants — a potentially dilutive action over time as grants vest and shares are issued.
• Ratifying the auditor provides continuity in the company’s audit process; electing a director fills governance seats as planned. All results reported in the filing are final.