Calidi Biotherapeutics, Inc 8-K, filed Feb 5, 2025
Calidi Biotherapeutics, Inc. (CLDI)
About this 8-K
Calidi Biotherapeutics, Inc filed this 8-K on February 5, 2025, reporting on events of February 4, 2025.
Items reported
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
(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 | ||
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 8.01 Other Events
Termination of Standby Equity Purchase Agreement
On February 4, 2025, Calidi Biotherapeutics, Inc. (the “Company”) increased the maximum aggregate offering amount of the shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) issuable under the At The Market Offering Agreement (the “Sales Agreement”) with Ladenburg Thalmann & Co. Inc., dated October 11, 2024, from $5,100,000 to $11,200,000, and filed a prospectus supplement (the “Current Prospectus Supplement”) under the Sales Agreement for an aggregate of $6,100,000.
Prior to the date hereof, the Company sold shares of Common Stock having an aggregate sales price of approximately $5,000,000 under the Sales Agreement. A copy of the legal opinion as to the legality of the $6,100,000 of shares of Common Stock issuable under the Sales Agreement and covered by the Current Prospectus Supplement is filed as Exhibit 5.1 attached hereto.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit | Exhibit Description | |
| 5.1 | Opinion of Sichenzia Ross Ference Carmel LLP | |
| 23.1 | Consent of Sichenzia Ross Ference Carmel LLP (included in Exhibit 5.1) | |
| 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: February 4, 2025 | ||
| By: | /s/ Andrew Jackson | |
| Name: | Andrew Jackson | |
| Title: | Chief Financial Officer | |
Exhibit 5.1
February 4, 2025
Calidi Biotherapeutics, Inc.
4475 Executive Drive, Suite 200
San Diego, California 92121
| Re: | Prospectus Supplement to the Registration Statement on Form S-3 |
Ladies and Gentlemen:
We have acted as counsel to Calidi Biotherapeutics, Inc., a Delaware corporation (the “Company”), in connection with (i) the Registration Statement on Form S-3 (File No. 333-282456) (as amended, the “Registration Statement”), filed with the Securities and Exchange Commission (the “Commission”) on October 1, 2024, pursuant to the Securities Act of 1933, as amended (the “Securities Act”), and declared effective on October 10, 2024, relating to the registration by the Company of, among other things, common stock, par value $0.0001 per share (the “Common Stock”), which may be issued from time to time as set forth in the Registration Statement and the prospectus contained therein; and (ii) the At-The-Market Offering Agreement dated October 11, 2024 (the “Sales Agreement”) by and between the Company and Ladenburg Thalman & Co. Inc. (the “Agent”), pursuant to which the Company may offer and sell, from time to time through the Agent up to $11.2 million in shares of Common Stock (the “Shares”), pursuant to the Registration Statement, and the prospectus contained therein as supplemented by the prospectus supplement dated October 11, 2024 as supplemented by the prospectus supplement dated October 23, 2024, as amended by the amendment no. 1 dated November 29, 2024 (the “Initial Prospectus Supplement”), and as further supplemented by the prospectus supplement filed as of the date hereof (the “February Prospectus Supplement”) filed with the Commission pursuant to Rule 424(b) under the Securities Act (the Initial Prospectus Supplement and the February Prospectus Supplement collectively the “Prospectus”). For purposes of clarity, the Initial Prospectus Supplement registered $5,100,000 of shares of Common Stock and the February Prospectus Supplement registered $6,100,000 of shares of Common Stock)
We have reviewed such documents and made such examination of law as we have deemed appropriate to give the opinion set forth below. We have relied, without independent verification, on certificates of public officials and, as to matters of fact material to the opinion set forth below, on certificates of officers of the Company.
The opinion expressed below is limited to the federal securities laws of the United States of America and the laws of the state of Delaware. We express no opinion as to the effect on the matters covered by the laws of any other jurisdiction.
Based on the foregoing, we are of the opinion that the Shares have been duly authorized and, when issued and sold in the manner described in the Registration Statement, the Prospectus, and the Sales Agreement will be validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion to the Company’s Current Report on Form 8-K filed with the SEC on February 4, 2025 and which is incorporated by reference in the Registration Statement and the Prospectus. We also hereby consent to the reference to our firm under the caption “Legal Matters” in the Prospectus. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder. This opinion is expressed as of the date hereof unless otherwise expressly stated, and we disclaim any undertaking to advise you of any subsequent changes in the facts stated or assumed herein or of any subsequent changes in applicable laws.
| Very truly yours, | |
| /s/ Sichenzia Ross Ference Carmel LLP | |
| Sichenzia Ross Ference Carmel LLP |