false 0001855485 DE 0001855485 2024-05-10 2024-05-10 0001855485 CLDI:CommonStockParValue0.0001PerShareMember 2024-05-10 2024-05-10 0001855485 CLDI:RedeemableWarrantsEachWholeWarrantExercisableForOneShareOfCommonStockAtExercisePriceOf11.50PerShareMember 2024-05-10 2024-05-10 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): May 10, 2024

 

Calidi Biotherapeutics, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware   001-40789   86-2967193

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(I.R.S. Employer

Identification No.)

 

4475 Executive Dr., Suite 200,

San Diego, CA

   92121
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (858) 794-9600

 

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Title of each class   Trading Symbol   Name of each exchange on which registered
         
Common stock, par value $0.0001 per share   CLDI   NYSE American LLC
         
Redeemable warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50 per share   CLDIWS   NYSE American LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

 

(a) On May 10, 2024, Mr. David LaPre notified the Board of Directors (the “Board”) of Calidi Biotherapeutics, Inc. (the “Company”) of his resignation as a director of the Company, including his position on each Board committee on which he served, effective immediately. Mr. LaPre’s resignation was not the result of any dispute or disagreement with the Company or the Company’s Board on any matter relating to the operations, policies or practices of the Company.

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  Calidi Biotherapeutics, Inc.
Dated: May 16, 2024    
  By: /s/ Wendy Pizarro
  Name: Wendy Pizarro
  Title: Chief Legal Officer

 

 

 

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Cover
May 10, 2024
Document Type 8-K
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Document Period End Date May 10, 2024
Entity File Number 001-40789
Entity Registrant Name Calidi Biotherapeutics, Inc.
Entity Central Index Key 0001855485
Entity Tax Identification Number 86-2967193
Entity Incorporation, State or Country Code DE
Entity Address, Address Line One 4475 Executive Dr.
Entity Address, Address Line Two Suite 200
Entity Address, City or Town San Diego
Entity Address, State or Province CA
Entity Address, Postal Zip Code 92121
City Area Code (858)
Local Phone Number 794-9600
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company true
Elected Not To Use the Extended Transition Period false
Common stock, par value $0.0001 per share  
Title of 12(b) Security Common stock, par value $0.0001 per share
Trading Symbol CLDI
Security Exchange Name NYSEAMER
Redeemable warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50 per share  
Title of 12(b) Security Redeemable warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50 per share
Trading Symbol CLDIWS
Security Exchange Name NYSEAMER
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