CLDI · Calidi Biotherapeutics, Inc.

Summary

Calidi Biotherapeutics, Inc. entered into a material definitive agreement in connection with terms of outstanding common warrants (Existing Warrants), involving unregistered sales of equity securities and pre-funded warrants. The Company issued a press release on March 5, 2026 announcing the launch of the Offering, with related exhibits including the Underwriting Agreement dated March 6, 2026.

Key takeaways

• Entry into material definitive agreement regarding Existing Warrants (Item 1.01)
• Unregistered sales of equity securities incorporated from Item 1.01 (Item 3.02)
• Press release issued March 5, 2026 announcing Offering launch (Item 8.01)
• Underwriting Agreement dated March 6, 2026 as Exhibit 1.1
• Form of Pre-funded Warrant as Exhibit 4.1
• Form as Exhibit 4.2