Calidi Biotherapeutics Announces $1.2M Registered Direct Offering

What Happened
Calidi Biotherapeutics, Inc. (CLDI) announced on September 17, 2026 that it entered into a stock purchase agreement to sell 1,025,640 shares of common stock at $1.17 per share in a registered direct offering. The Offering closed on September 21, 2026, generating approximately $1.2 million in gross proceeds. The shares were sold under the company’s effective Form S-3 shelf registration (declared effective Oct 10, 2024). The company said net proceeds will be used for working capital and general corporate purposes. No underwriter, placement agent or broker-dealer was engaged and no commissions were paid.

Key Details

• Shares sold: 1,025,640 common shares at $1.17 per share.
• Gross proceeds: approximately $1.2 million (before offering expenses).
• Timeline: Purchase Agreement dated Sept 17, 2026; offering closed Sept 21, 2026.
• Transfer/issuance limits: 45-day restriction on issuing additional equity without consent of purchasers holding >50% of the shares sold; directors and executive officers agreed to 60-day lock-ups (with customary exceptions).

Why It Matters
This transaction provides Calidi with a modest capital infusion to fund operations and general corporate needs. For investors, note the immediate dilution from the newly issued shares and the short-term lock-up and investor consent provisions that may limit additional equity raises for a brief period (45–60 days). The direct offering structure (no placement agent) and registration under the company’s S-3 shelf are also relevant for how the deal was executed and disclosed.