IPO - Calidi Biotherapeutics, Inc.

Form Type: 424B5

Filing Date: 2025-03-31

Corporate Action: Ipo

Type: New

Accession Number: 000164117225001350

Filing Summary: Calidi Biotherapeutics, Inc. is offering a total of 3,325,000 shares of its Common Stock at a price of $0.65 per share to a single institutional investor. Additionally, the company is providing pre-funded warrants that allow the purchase of up to 2,728,000 shares of Common Stock at a slightly reduced price of $0.649 per warrant. The warrants are immediately exercisable for a nominal fee of $0.001 per share until fully executed. Furthermore, Calidi is concurrently issuing Series G common stock purchase warrants to the same investor for the acquisition of an additional 6,053,000 shares, set to commence exercising six months later at a price of $0.6954 per share over a term of seven and a half years. The offering, which is crucial for Calidi's financing plans and expansion projects in clinical-development activities, is being managed by Ladenburg Thalmann & Co. and will be conducted on a 'best efforts' basis, highlighting the company's strategy to secure additional liquidity amidst significant operational losses recorded in prior years. The expected delivery of the securities is scheduled for March 31, 2025.

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Form Type: 424B5

Filing Date: 2025-01-08

Corporate Action: Ipo

Type: New

Accession Number: 000149315225001382

Filing Summary: Calidi Biotherapeutics, Inc. is launching a public offering of shares of its common stock and pre-funded warrants to purchase shares of common stock as part of an effective registration statement under the Securities Act of 1933. On January 6, 2025, the last reported sale price of its common stock was $1.25 on the NYSE American exchange. The offering aims to sell up to an unspecified number of shares at a set purchase price, with specific provisions for investors whose holdings may exceed 4.99% of the company’s stock following the offering. These investors will receive pre-funded warrants that can be exercised at a nominal price. The offering will not have a minimum requirement for closing and is designed to provide immediate use of funds raised. The prospectus indicates that Calidi has an aggregate market value of approximately $72.1 million at a price per share of $3.38, based on previous share allocations. Risks associated with the offering are specifically outlined, including potential continued operating losses and the need for substantial additional funding to carry out business objectives.

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Form Type: CORRESP

Filing Date: 2024-12-26

Corporate Action: Ipo

Type: New

Accession Number: 000149315224052065

Filing Summary: Calidi Biotherapeutics, Inc. requested the acceleration of the effective date for their Registration Statement on Form S-1, File No. 333-283741, to be declared effective on December 27, 2024, at 4:30 p.m. Eastern Time. This request is made pursuant to Rule 461 under the Securities Act of 1933. The company provided contact details for further inquiries regarding the effective date.

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