false 0001855485 0001855485 2024-07-01 2024-07-01 0001855485 CLDI:CommonStockParValue0.0001PerShareMember 2024-07-01 2024-07-01 0001855485 CLDI:WarrantsEachWholeWarrantExercisableForOneShareOfCommonStockMember 2024-07-01 2024-07-01 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): July 1, 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 1.01 Entry into a Material Definitive Agreement.

 

On July 1, 2024, Calidi Biotherapeutics, Inc. (the “Company,” “we” or “our”) entered into a certain Loan Agreement (the “Loan Agreement”) with Dennis R. Conklin (the “Lender).

 

Under the Loan Agreement, the Lender agreed to loan the Company the principal amount of $600,000 pursuant to the terms of the promissory note dated July 1, 2024 which was issued to the Lender by the Company (the “Note”). Under the terms of the Note, the Lender agreed to provide the principal amount of $600,000 on July 2, 2024 (the “Payment Date”).

 

The Note bears a simple interest rate at 15.0% per annum and matures on the third calendar year from the Payment Date (the “Maturity Date”) unless due earlier due to an event of a default under the terms of the Note. The Company agreed to pay annual payments of accrued interest after each calendar year from the Payment Date until any remaining interest is paid in full on the Maturity Date.

 

The foregoing description of the Loan Agreement and the Note do not purport to be complete and are qualified in their entirety by reference to the full text of the Loan Agreement, and the Note which are attached hereto as Exhibits 10.1 and 10.2 respectively, and incorporated herein by reference.

 

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

The information included in Item 1.01 of this Current Report is incorporated by reference into this Item 2.03.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit   Exhibit Description
10.1   Loan Agreement
10.2   Promissory Note
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 
 

 

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: July 8, 2024    
  By: /s/ Andrew Jackson
  Name: Andrew Jackson
  Title: Chief Financial Officer

 

 

 

 

Exhibit 10.1

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 

 

 

Exhibit 10.2

 

 

 
 

 

 

 
 

 

 

 

v3.24.2
Cover
Jul. 01, 2024
Document Type 8-K
Amendment Flag false
Document Period End Date Jul. 01, 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
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
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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