Calidi Biotherapeutics Announces $4.25 Million Public Stock Offering

Calidi Biotherapeutics, a clinical-stage biotechnology company, disclosed on January 8, 2025, its entry into a Placement Agency Agreement with Ladenburg Thalmann & Co. Inc. The agreement pertains to the issuance and sale of 5,000,000 shares of the company’s common stock, denominated as Common Stock with a par value of $0.0001 per share, at a purchase price of $0.85 per share. The offering, expected to close on January 10, 2025, is anticipated to yield gross proceeds of $4.25 million. This figure excludes placement agent fees, other offering expenses payable by Calidi, and net proceeds from the exercise of the Placement Agent Warrants.

The shares were offered pursuant to a shelf registration statement on Form S-3 (File No. 333-282456), declared effective by the Securities Exchange Commission on October 10, 2024, accompanied by a prospectus supplement dated January 9, 2025. In adherence to the Agreement terms, Calidi Biotherapeutics has undertaken not to issue any shares of Common Stock or equivalents until fifteen days following the offering’s close and has agreed not to engage in a variable rate transaction until six months post-offering closure.

As part of the Placement Agency Agreement, the Placement Agent is entitled to a cash fee of 8.0% of the gross proceeds from securities sale, a 1% management fee of the gross proceeds, and reimbursement for specific expenses. Additionally, in connection with the offering, Calidi granted the Placement Agent a warrant to acquire 250,000 shares of Common Stock (Placement Agent Warrant Shares) at an exercise price of $1.0625, exercisable after six months from issuance and expiring on the five-year anniversary of the Initial Exercise Date.

The unregistered sale of equity securities includes the Placement Agent Warrants and their subsequent exercise shares. Furthermore, the Company released a presentation on January 10, 2025, followed by press releases announcing the offering’s launch and pricing on the same date. These disclosures form part of Regulation FD Disclosure and Other Events filings, respectively.

Calidi Biotherapeutics emphasized its commitment to deploying the proceeds from the offering for general corporate purposes and working capital. The company’s innovative stem cell-based technologies aim at enhancing immunotherapies for various oncology indications. This move aligns with Calidi’s strategic vision to advance targeted immunotherapies in the medical landscape effectively and safely.

The legal opinion of Sichenzia Ross Ference Carmel LLP regarding the offering’s securities’ validity is included in the filing, covering legal aspects related to the issuance. For further details, including the complete Placement Agent Warrant and Agreement, refer to Exhibits 4.3 and 10.1 attached to the Form 8-K report.

This article was generated by an automated content engine and was reviewed by a human editor prior to publication. For additional information, read Calidi Biotherapeutics’s 8K filing here.

About Calidi Biotherapeutics

Calidi Biotherapeutics, Inc, a clinical stage immuno-oncology company, engages in developing allogeneic stem cell-based platforms to potentiate and deliver oncolytic viruses to cancer patients in the United States. Its product pipeline comprising CLD-101, which is in phase 1b clinical trial for the treatment of high grade glioma; CLD-101, which is in phase 1 clinical trial for the treatment of recurrent high grade glioma; CLD-201, which is in preclinical trial for the treatment of advanced solid tumors, such as triple-negative breast cancer, metastatic/unresectable melanoma, head and neck squamous cell carcinoma, advanced soft tissue sarcoma, and advanced basal cell carcinoma; and CLD-400, which is in preclinical trial for the treatment of lung cancer and metastatic solid tumors.