Calidi Biotherapeutics Inc

For the period ended May 9, 2024. Filed May 9, 2024.

About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 9, 2024 · Filed May 9, 2024

Use the contents to explore the available documents and sections.

CLDI$0.70+3.1%Stored close · as of Nov 6, 2026

See the whole filing, with its images and exhibits

Contents

Cover page

Show cover page

DEF 14A 1 formdef14a.htm

**UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE

SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant	☒
Filed by a Party other than the Registrant	☐

Check the appropriate box:

☐	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒	Definitive Proxy Statement
☐	Definitive Additional Materials
☐	Soliciting Material under §240.14a-12

CALIDI BIOTHERAPEUTICS, INC.**

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒	No fee required
☐	Fee paid previously with preliminary materials
☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a–6(i)(1) and 0–11

4475 Executive Drive, Suite 200

San Diego, California 92121

Dear Stockholders:

You are cordially invited to attend our virtual Special Meeting of Stockholders of Calidi Biotherapeutics, Inc. (the “Special Meeting”). The Special Meeting will be held on Thursday, June 6, 2024 at 9:00 a.m. Pacific Time.

As we believe that a virtual meeting format expands stockholder access and participation and improves communications, the Special Meeting will be held in a virtual meeting format only. You or your proxyholder will be able to attend the Special Meeting, vote and submit your questions during the meeting onlyvia live audio webcast by visiting https://web.lumiconnect.com/275127498 (password: calidi2024). To participate in the meeting, you will need to review the information included in the accompanying proxy statement (the “Proxy Statement”) or on your proxy card that we have mailed to you. You will not be able to attend the meeting in person.

The accompanying notice of the Special Meeting (the “Notice of Special Meeting”) and the Proxy Statement have been made part of this invitation. Details regarding the Special Meeting and the business to be conducted at the Special Meeting are more fully described in the accompanying Notice of Special Meeting and Proxy Statement. You are entitled to vote at our Special Meeting and any adjournments, continuations or postponements only if you were a stockholder as of April 26, 2024, and entitled to vote as of such date, as described in the accompanying Proxy Statement. Holders of our voting Common Stock will be entitled to vote on Proposal 1 (Reverse Stock Split Proposal), Proposal 2 ($1.0 million Convertible Note Proposal), Proposal 3 ($2.0 million Convertible Note Proposal), Proposal 4 (SEPA Proposal) and Proposal 5 (Adjournment Proposal), as further described in the accompanying Proxy Statement. No other matters may be brought before the Special Meeting. Please carefully review in detail the attached. Notice of Special Meeting and Proxy Statement, which are first being mailed to our stockholders of record on or about May 13, 2024. Your vote is very important, regardless of the number of shares of our voting Common Stock that you own. Whether or not you expect to attend the Special Meeting online, please vote as promptly as possible by following the instructions in the accompanying Proxy Statement to ensure your representation and the presence of a quorum at the Special Meeting.

Details regarding logging onto and attending the virtual meeting over the website and the business to be conducted at the Special Meeting are described in the accompanying Notice of Special Meeting and Proxy Statement. Whether or not you attend the Special Meeting, it is important that your shares be represented and voted at the Special Meeting. After reading the Proxy Statement, even if you intend to attend the Special Meeting, we ask that you please promptly vote via the Internet or by telephone, or by mail.If you vote via the Internet, vote by telephone, or submit your proxy card, you can still attend the Special Meeting virtually. Please review the instructions on each of your voting options described in the accompanying Proxy Statement.

If your shares are held in the name of a broker, trust, bank or other nominee, and you receive these materials through your broker or through another intermediary, please complete and return the materials in accordance with the instructions provided to you by such broker or other intermediary.

The Board of Directors and management of Calidi Biotherapeutics, Inc. look forward to your attendance at the Special Meeting.

	By Order of the Board of Directors,
	/s/ Allan J. Camaisa
San Diego, California	Allan J. Camaisa,
May 9, 2024	Chairman

4475 Executive Drive, Suite 200

San Diego, California 92121

**Notice of Special Meeting of Stockholders

To Be Held on June 6, 2024

Dear Stockholders:

Notice is hereby given that the Special Meeting of Stockholders of Calidi Biotherapeutics, Inc., a Delaware corporation (the “Special Meeting”), will be held on Thursday, June 6, 2024, at 9:00 a.m. Pacific Time and it will be a completely virtual meeting of stockholders via live audio webcast at https://web.lumiconnect.com/275127498 (password: calidi2024). Only stockholders of record of our outstanding shares of voting Common Stock on April 26, 2024 (the “Record Date”) will be entitled to vote at the Special Meeting and any adjournments, continuations or postponements thereof that may take place. Holders of our shares of voting Common Stock will be entitled to vote on Proposal 1 (Reverse Stock Split Proposal), Proposal 2 ($1.0 million Convertible Note Proposal), Proposal 3 ($2.0 million Convertible Note Proposal), Proposal 4 (SEPA Proposal) and Proposal 5 (Adjournment Proposal). We are holding the Special Meeting for the following purposes, which are more fully described in the accompanying Proxy Statement:

1.	To approve an amendment to our Second Amended and Restated Certificate of Incorporation, in substantially the form attached to the Proxy Statement as Appendix A, to, at the discretion of the Board of Directors of the Company (the “Board”), effect a reverse stock split with respect to the Company’s issued and outstanding Common Stock, par value $0.0001 per share, which consists of Voting Common Stock and Non-Voting Common Stock, at a ratio between 1-for-10 and 1-for-50 (the “Range”), with the ratio within such Range to be determined at the discretion of the Board (the “Reverse Stock Split Proposal”) and included in a public announcement.
2.	To approve for purposes of complying with NYSE American Rule 713(a), the issuance of Common Stock Units at $0.40 per Common Stock Unit with each Common Stock Unit consisting of: (i) one share of our voting common stock, (ii) a Series A Warrant to purchase one share of our common stock, (iii) a Series B warrant to purchase one Series B Unit with each Series B Unit consisting of (a) one share of our common stock and (b) a Series B-1 Warrant to purchase one share of our common stock, and (iv) a Series C warrant to purchase one Series C Unit with each Series C Unit consisting of (a) one share of our common stock and (b) a Series C-1 Warrant to purchase one share of our common stock in connection with the conversion of a $1.0 million Convertible Note dated January 26, 2024, which will result in potential issuances of securities of over 20% of the issued and outstanding shares of Common Stock (the “$1.0 million Convertible Note Proposal”).
3.	To approve for purposes of complying with NYSE American Rule 713(a), the issuance of Common Stock Units at $0.40 per Common Stock Unit with each Common Stock Unit consisting of: (i) one share of our voting common stock, (ii) a Series A warrant to purchase one share of our common stock, (iii) a Series B warrant to purchase one Series B Unit with each Series B Unit consisting of (a) one share of our common stock and (b) a Series B-1 Warrant to purchase one share of our common stock, and (iv) a Series C warrant to purchase one Series C Unit with each Series C Unit consisting of (a) one share of our common stock and (b) a Series C-1 Warrant to purchase one share of our common stock in connection with the conversion of a $2.0 million convertible note, as amended, issued pursuant to the Settlement Agreement dated March 9, 2024, which will result in potential issuances of securities of over 20% of the issued and outstanding shares of Common Stock (the “$2.0 million Convertible Note Proposal”).

To approve for purposes of complying with NYSE American Rule 713(a), the issuance of shares of voting Common Stock in connection with a $25.0 million, with the right to increase to $50.0 million, Standby Equity Purchase Agreement dated December 10, 2024 as may be amended (the “SEPA”), which may result in potential issuances of securities of over 20% of the issued and outstanding shares of Common Stock (the “SEPA Proposal”).

To approve the adjournment of the meeting, if necessary or advisable, to solicit additional proxies in favor of the Reverse Stock Split Proposal (“Adjournment Proposal”).

If you are a stockholder of record as of the Record Date, you will be able to attend and participate in the Special Meeting online, vote your shares electronically, and submit your questions during the meeting by visiting https://web.lumiconnect.com/275127498. To participate in the Special Meeting, you must have your control number that is shown on your proxy card. Further information about how to attend the Special Meeting online, vote your shares online during the meeting, and submit questions online during the Special Meeting is included in the Proxy Statement.

The Board has fixed the close of business on April 26, 2024, as the record date (“Record Date”) for the Special Meeting. Only holders of our Common Stock entitled to vote of record on the Record Date are entitled to receive Notice of the Special Meeting and Proxy Statement, and only such stockholders, or their legal proxy holders, are entitled to vote at the Special Meeting or at any postponements, or continuations, or adjournments of the Special Meeting. Shares of voting Common Stock will be entitled to vote on the Proposal 1 (Reverse Stock Split Proposal), Proposal 2 ($1.0 million Convertible Note Proposal), Proposal 3 ($2.0 million Convertible Note Proposal), Proposal 4 (SEPA Proposal) and Proposal 5 (Adjournment Proposal). No other matter will be presented at the Special Meeting. A complete list of registered stockholders entitled to vote at the Special Meeting will be available for inspection at our offices during regular business hours for the ten (10) calendar days prior to the Special Meeting and online during the Special Meeting.

If you have questions about your stock ownership, you may contact us or our transfer agent, Equiniti Trust Company, LLC, at (877) 248-6417.

YOUR VOTE IS IMPORTANT. Whether or not you plan to attend the Special Meeting, we urge you to submit your vote via the Internet, telephone or mail as soon as possible to ensure your shares are represented. For additional instructions on voting by telephone or the Internet, please refer to your proxy card. Returning the proxy does not deprive you of your right to attend the Special Meeting and to vote your shares at the Special Meeting. Please note, however, that if your shares are held of record by a broker, bank, or other agent and you wish to vote at the meeting, you must obtain a proxy issued in your name from that record holder.

	By Order of the Board of Directors,
	/s/ Allan J. Camaisa
San Diego, California	Allan J. Camaisa
May 9, 2024	Chairman

Important Notice Regarding the Availability of Proxy Materials for the Special Meeting of Stockholders to Be Held on June 6, 2024: Pursuant to the rules of the Securities and Exchange Commission (the “SEC”), with respect to the Special Meeting, we have elected to utilize the “full set delivery” option of providing paper copies of all of our proxy materials by mail.

The Notice of the Special Meeting and Proxy Statement are electronically available at http://www.astproxyportal.com/ast/27500

TABLE OF CONTENTS

	Page
General Information About the Meeting
General Information About the Proxy Materials, Special Meeting and Voting
Proposal 1 —Approve the Reverse Stock Split Proposal	9
Proposal 2 —Approve the $1.0 million Convertible Note Proposal	21
Proposal 3— Approve the $2.0 million Convertible Note Proposal	23
Proposal 4— Approve the SEPA Proposal	25
Proposal 5 — Approve the Adjournment Proposal	27
Security Ownership of Certain Beneficial Owners and Management	28
Stockholder Proposals for the 2024 Special Meeting of Stockholders	30
Sharing the Same Last Name and Address	31
Other Matters	31
Appendix A-Reverse Stock Split Amendment	A-1

The Notice of the Special Meeting and Proxy Statement are electronically available at http://www.astproxyportal.com/ast/27500

Forward-Looking Statements. The Proxy Statement may contain “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, which statements are subject to substantial risks and uncertainties and are based on estimates and assumptions. All statements other than statements of historical facts included in the Proxy Statement are forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “may,” “might,” “will,” “objective,” “intend,” “should,” “could,” “can,” “would,” “expect,” “believe,” “design,” “estimate,” “predict,” “potential,” “plan” or the negative of these terms, and similar expressions intended to identify forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors that could cause our actual results to differ materially from the forward-looking statements expressed or implied in the Proxy Statement. Such risks, uncertainties and other factors include those risks described in “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Form S-1, as amended, filed with and declared effective on April 15, 2024 by the SEC and other subsequent documents that we file with the SEC. The Company expressly disclaims any obligation to update or alter any statements whether as a result of new information, future events or otherwise, except as required by law.

**PROXY STATEMENT

SPECIAL MEETING OF STOCKHOLDERS

To Be Held On June 6, 2024

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.