false 0001855485 0001855485 2024-08-16 2024-08-16 0001855485 CLDI:CommonStockParValue0.0001PerShareMember 2024-08-16 2024-08-16 0001855485 CLDI:WarrantsEachWholeWarrantExercisableForOneShareOfCommonStockMember 2024-08-16 2024-08-16 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): August 16, 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 Drive, Suite 200,

San Diego, California

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

 

(858) 794-9600

(Registrant’s telephone number, including area code)

 

N/A

(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(s)   Name of Each Exchange on Which Registered
Common stock, par value $0.0001 per share   CLDI   NYSE American LLC
         
Warrants, each whole warrant exercisable for one share of common stock   CLDI WS   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.

 

On August 16, 2024, Mr. George Ng, a member of the Board of Directors (the “Board”) of Calidi Biotherapeutics, Inc. (the “Company”), informed the Board that, in order to focus on increasing professional commitments outside of the Company, he intends to allow the term of his Director position on the Board to expire, which expiration date is scheduled to be the date of the Company’s 2024 annual shareholder meeting. Notwithstanding the expiration of his term as Director, the Company and Mr. Ng agreed to maintain his strategic advisory and consultancy relationship with the Company.

 

Mr. Ng’s decision to allow his Director term to expire did not result from any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. In connection with Mr. Ng’s decision, effective on the date of the Company’s 2024 annual shareholder meeting, the Board reduced the size of the Board from six to five directors.

 

Item 8.01 Other Events.

 

On August 16, 2024, following the receipt of notice from Mr. Ng, and as permitted by the Bylaws of the Company, the Board at the recommendation of the Nominating and Corporate Governance Committee, reduced the size of the Board from six (6) to five (5) members, by eliminating the Class I vacancy on the Board that is expected to result from the expiration of Mr. Ng’s term at the 2024 annual shareholder meeting. The information under Item 5.02 above is also incorporated herein by reference.

 

 
 

 

SIGNATURES

 

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: August 20, 2024    
  By: /s/ Wendy Pizarro
  Name: Wendy Pizarro
  Title: Chief Legal Officer

 

 

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Aug. 16, 2024
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Document Period End Date Aug. 16, 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 Drive
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
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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
Warrants, each whole warrant exercisable for one share of common stock  
Title of 12(b) Security Warrants, each whole warrant exercisable for one share of common stock
Trading Symbol CLDI WS
Security Exchange Name NYSEAMER
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