Calidi Biotherapeutics Inc
For the period ended Mar 31, 2024. Filed May 14, 2024.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2024 · Filed May 14, 2024
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
| ☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|---|
FOR THE QUARTERLY PERIOD ENDED MARCH 31,2024
or
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|---|
Commission File Number 001-40789
Calidi Biotherapeutics, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 86-2967193 |
|---|---|
| (State or other jurisdiction of incorporation or organization) | (IRS 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)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, $0.0001 par value | 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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
|---|---|---|---|
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ |
| 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.☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐No ☒
As of May 10, 2024, the registrant had 50,924,284 shares of common stock, $0.0001 par value, outstanding, excluding 18,000,000 non-voting common stock held in escrow.
Calidi Biotherapeutics, Inc.
FORM 10-Q
TABLE OF CONTENTS
| PART I - FINANCIAL INFORMATION | ||
|---|---|---|
| Item 1. | Condensed Consolidated Financial Statements (unaudited) | 3 |
| Condensed Consolidated Balance Sheets | 3 | |
| Condensed Consolidated Statements of Operations | 4 | |
| Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders’ Deficit | 6 | |
| Condensed Consolidated Statements of Cash Flows | 7 | |
| Notes to Condensed Consolidated Financial Statements | 8 | |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 40 |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 53 |
| Item 4. | Controls and Procedures | 54 |
| PART II - OTHER INFORMATION | ||
| Item 1. | Legal Proceedings | 54 |
| Item 1A. | Risk Factors | 54 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 56 |
| Item 3. | Defaults Upon Senior Securities | 56 |
| Item 4. | Mine Safety Disclosures | 56 |
| Item 5. | Other Information | 56 |
| Item 6. | Exhibits | 57 |
| Signatures | 58 | |
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