Calidi Biotherapeutics, Inc 8-K/A, filed Oct 24, 2023
Calidi Biotherapeutics, Inc. (CLDI)
About this 8-K/A
Calidi Biotherapeutics, Inc filed this 8-K/A on October 24, 2023, reporting on events of October 10, 2023.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): October
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Explanatory Note
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) On October 10, 2023, the Company announced the appointment of Mr. Alan R. Stewart as the Class I director of the Company, effective immediately, whose term expires at the first annual meeting of the stockholders of the Company following the effectiveness of this Second Amended and Restated Certificate of Incorporation and until his successor shall have been elected and shall have qualified.
In addition, concurrent upon the appointment to the Board, Mr. Stewart was appointed as a member of the Board’s Audit Committee and Compensation Committee. The Board has determined that Mr. Stewart satisfies qualification to serve on the Audit Committee because Mr. Stewart can read and understand fundamental financial statements. In arriving at these determination, our Board of directors has examined his scope of experience and the nature of his employment.
Below is a summary of Mr. Stewart’s business experience:
Alan R. Stewart. Mr. Stewart has extensive experience as a financial executive and board member with a proven track record in diverse industries. He is currently the Chief Financial Officer of Soundthinking, Inc., a publicly traded SaaS software company specializing in wide-area acoustic gunshot detection. Since his appointment, he has successfully led the company through an IPO on the Nasdaq market, facilitated significant growth, and completed acquisitions of technology providers. Mr. Stewart’s prior roles include serving as President of Fit Advisors, LLC, where he launched a successful consultancy and completed numerous M&A transactions in various industries. He also served as a Managing Director at RA Capital Advisors, LLC, specializing in M&A and financing transactions. Mr. Stewart has a strong educational background, holding an M.B.A. in Finance from Harvard Business School and a Bachelor of Science with Distinction in Oceanography from the United States Naval Academy. He has served as a FINRA Licensed Agent with Series 63 and Series 79 credentials (Inactive).
In connection with the appointment as the non-employee director of the Company, Mr. Stewart will enter into the Company’s standard form of indemnification agreement. Mr. Stewart will receive an annual retainer fee as a non-employee director and is eligible to receive fees for serving as a member of the Audit Committee and as a member of the Compensation Committee. Mr. Stewart will also receive options to purchase 52,500 shares of common stock of the Company at an exercise price equal to $3.32 per share.
Except as disclosed in this Current Report on Form 8-K, there are no arrangements or understandings with any other person pursuant to which Mr. Stewart was appointed as a director of the Company. There are also no family relationships between Mr. Stewart and any of the Company’s directors or executive officers. Except as disclosed in this Current Report on Form 8-K, Mr. Stewart has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
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Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit Index
| Exhibit | Exhibit Description | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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: October 24, 2023 | ||
| By: | /s/ Wendy Pizarro | |
| Name: | Wendy Pizarro | |
| Title: | Chief Administrative Officer and Chief Legal Officer | |
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