Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 2834 Primary Standard Industrial Classification Code Number Calidi Biotherapeutics, Inc. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation) (IRS Employer Identification No.) Delaware 86-2967193 4475 Executive Drive, Suite 200 San Diego, CA 92121 (858) 794-9600 (Address, including zip code, and telepho ...

Core Viewpoint - Calidi Biotherapeutics Inc. has successfully closed a public offering of 4,437,869 shares at $1.69 per share, raising approximately $7.5 million in gross proceeds [1]. Group 1: Public Offering Details - The public offering was conducted under registration statements on Form S-3, which were declared effective by the SEC on October 10, 2024 [2]. - The final prospectus related to the offering was filed with the SEC on November 15, 2024, and is accessible on the SEC's website [2]. Group 2: Company Overview - Calidi Biotherapeutics is a clinical-stage immuno-oncology company focused on developing targeted antitumor virotherapies using proprietary technology [3]. - The company utilizes allogeneic stem cells to deliver oncolytic viruses for treating various oncology indications, including high-grade gliomas and solid tumors [3]. - Calidi's platforms aim to enhance the efficacy and safety of oncolytic viruses, potentially treating or preventing metastatic disease [3].

Core Viewpoint - Calidi Biotherapeutics, Inc. has announced a public offering of 4,437,869 shares of common stock priced at $1.69 per share, aiming to raise approximately $7.5 million for working capital and clinical trials [1][2]. Group 1: Offering Details - The public offering is expected to close on or about November 15, 2024, pending customary closing conditions [1]. - Ladenburg Thalmann & Co. Inc. is acting as the exclusive placement agent for the offering [2]. - The gross proceeds from the offering, before deducting fees and expenses, are anticipated to be around $7.5 million [2]. Group 2: Use of Proceeds - Calidi intends to utilize the net proceeds from the offering for working capital, general corporate purposes, and funding pre-clinical and clinical trials [2]. Group 3: Company Overview - Calidi Biotherapeutics is a clinical-stage immuno-oncology company focused on developing targeted immunotherapies using proprietary technology [5]. - The company’s platforms utilize allogeneic stem cells to deliver oncolytic viruses for treating various oncology indications, including high-grade gliomas and solid tumors [5]. - Calidi's approach aims to enhance the efficacy and safety of treatments for metastatic diseases [5].

SAN DIEGO, Nov. 13, 2024 (GLOBE NEWSWIRE) -- Calidi Biotherapeutics, Inc. (NYSE AMERICAN: CLDI) (“Calidi” or the “Company”), a clinical-stage biotechnology company developing a new generation of targeted immunotherapies, today announced that it intends to offer to sell shares of its common stock (and/or pre-funded warrants (“Pre-Funded Warrants”) in lieu thereof) in an public offering. All of the shares of common stock (and/or Pre-funded Warrants) are to be sold by the Company. Ladenburg Thalmann & Co. Inc. ...

Financial Performance - Calidi Biotherapeutics reported a net loss of $5.1 million, or $0.65 per share, for Q3 2024, compared to a net loss of $2.0 million, or $1.41 per share, for the same period in 2023[7]. - Research and development expenses decreased to $2.2 million in Q3 2024 from $3.3 million in Q3 2023[7]. - General and administrative expenses were $3.1 million for Q3 2024, down from $4.0 million in Q3 2023[8]. Funding and Financial Position - The company raised $2 million through a registered direct offering and concurrent private placement in October 2024[6]. - As of September 30, 2024, Calidi had approximately $1.9 million in cash and $0.2 million in restricted cash, consistent with December 31, 2023[8]. - Total current liabilities increased to $11.6 million as of September 30, 2024, compared to $10.2 million at the end of 2023[11]. - Total assets decreased to $6.7 million as of September 30, 2024, down from $10.0 million at the end of 2023[11]. - The accumulated deficit increased to $117.6 million as of September 30, 2024, compared to $99.6 million at the end of 2023[11]. Clinical Developments - The FDA cleared Northwestern University's IND application for Calidi's NeuroNova (CLD-101) clinical trial in high-grade glioma, expected to start in early 2025[4]. - Data on RTNova (CLD-400) was presented at multiple international conferences, highlighting its potential to target multiple tumor sites[5].

Announced FDA Clearance of the Northwestern University IND Application for NeuroNova (CLD-101) Clinical Trial in High-Grade Glioma.Presented data supporting RTNova (CLD-400), the company’s systemic antitumor virotherapy platform, at the International Oncolytic Virotherapy Conference (IOVC) in Rotterdam, Netherlands, the Society for Immunotherapy of Cancer (SITC) Annual Meeting, and at Immuno US 2024 in San Diego, California.Raised $2 million in a registered direct offering and concurrent private placement. ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 or FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-40789 | --- | --- | --- | --- | |-------|-------|-----------------------|-------| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 86-2967193 ...

- RTNova, an innovative systemic antitumor enveloped virotherapy, unlocks new possibilities in cancer therapy - RTNova addresses challenges posed by untargetable and untreatable metastatic diseases, offering a potential transformative solution with wide-ranging applications SAN DIEGO, Oct. 24, 2024 (GLOBE NEWSWIRE) --  Calidi Biotherapeutics Inc. (NYSE American: CLDI) (“Calidi”), a clinical-stage biotechnology company developing a new generation of targeted antitumor virotherapies and viral vectors, will pr ...

SAN DIEGO, Oct. 23, 2024 (GLOBE NEWSWIRE) -- Calidi Biotherapeutics, Inc. (NYSE AMERICAN: CLDI) (“Calidi” or the “Company”), a clinical-stage biotechnology company developing a new generation of targeted immunotherapies, today announced that it has entered into a definitive securities purchase agreement with certain institutional investors for the purchase and sale of 2,050,000 shares of the Company’s common stock at a price of $1.00 per share of common stock in a registered direct offering. In addition, in ...

SAN DIEGO, Oct. 18, 2024 (GLOBE NEWSWIRE) -- Calidi Biotherapeutics, Inc. (NYSE American: CLDI) ("Calidi"), a clinical-stage biotechnology company developing a new generation of targeted antitumor virotherapies, today announced that the staff of NYSE Regulation has determined to commence proceedings to delist the warrants — ticker symbol CLDI WS — of Calidi Biotherapeutics, Inc. (the "Company"), each whole warrant exercisable for 1/10th of a share of common stock at an exercise price of $115.00 per whole sh ...