Calidi Biotherapeutics, Inc. 8-K

What Happened
Calidi Biotherapeutics, Inc. (CLDI) announced in an 8-K that on June 17, 2026 the Board appointed Dr. Corazon (Corsee) D. Sanders (age 69) as a Class III director, with a term expiring at the Company’s 2029 annual meeting, and named her to the Board’s Audit Committee. The Board, following a June 23, 2026 recommendation of the Nominating and Corporate Governance Committee and permitted by the Company’s bylaws, also increased the total number of directors from five to six by adding an additional Class III seat. The Company furnished a press release about the appointment on June 23, 2026 (Exhibit 99.1).

Key Details

• Appointment date: June 17, 2026; term expires at the 2029 annual meeting of stockholders.
• Board change: Board size increased from 5 to 6 members (added a Class III director).
• Committee role: Dr. Sanders was appointed to the Audit Committee.
• Compensation note: The Board deferred any initial equity award that would normally be granted to a new non-employee director under the Company’s policy until it assesses allocation under the 2023 Equity Incentive Plan; the Board may adjust the number of shares.

Why It Matters
This adds an experienced biotech drug-development and regulatory leader to Calidi’s board—Dr. Sanders has over 30 years of relevant experience and current or recent board roles at public biotech companies—which may strengthen corporate and clinical oversight. Her Audit Committee assignment is directly relevant to financial and reporting oversight. The deferral of an initial equity award means immediate dilution from that grant is not finalized, and the Board retains discretion over any future award size. The filing notes no related-party transactions or special arrangements in connection with her appointment.