Calidi Biotherapeutics Inc

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORMS-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Calidi Biotherapeutics, Inc.

(Exact name of registrant as specified in its charter)

2834

Primary Standard Industrial Classification Code Number

4475 Executive Drive, Suite 200

San Diego, CA 92121

(858) 794-9600

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

**Allan Camaisa

Chief Executive Officer

c/o Calidi Biotherapeutics, Inc.

4475 Executive Drive, Suite 200,

San Diego, CA 92121

(858) 794-9600

**(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Jay K. Yamamoto, Esq.

Sichenzia Ross Ference Carmel LLP

1185 Avenue of the Americas, 31 st Floor

New York, New York 10036

Phone: (212) 930-9700

**Approximate date of commencement of proposed sale of the securities to the public:**From time to time after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

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:

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 7(a)(2)(B) of the Securities Act.☐

The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

6,935,579** Shares of Common Stock**

This prospectus relates to the resale or other disposition from time to time by the selling stockholders identified herein (each, a “Selling Stockholder” and, together, the “Selling Stockholders”), in this prospectus of Calidi Biotherapeutics, Inc. (the “Company”) of: (i) 2,050,000 shares of common stock, par value $0.0001 per shares (“Common Stock”) issuable on the exercise of Series E common warrants, exercisable at an exercise price of $1.13 per share, first exercisable on April 24, 2025 and expiring on April 25, 2026; (ii) 2,050,000 shares of Common Stock issuable on the exercise of Series F common warrants, exercisable at an exercise price of $1.13 per share, first exercisable on April 24, 2025 and expiring on April 25, 2029; (iii) 221,893 shares of Common Stock issued to Ladenburg Thalmann & Co., Inc. (“Ladenburg”) (or its designees), as placement agent in the public offering placement deal, exercisable at an exercise price of $2.1125 per share, first exercisable on May 14, 2025 and expiring on May 14, 2030; (iv) 102,500 shares of Common Stock issued to Ladenburg (or its designees), as placement agent in the public offering and concurrent private placement deal, exercisable at an exercise price of $1.25 per share, first exercisable on April 24, 2025 and expiring on April 24, 2030; (v) 1,069,800 shares of Common Stock issuable on the exercise of the Series D common stock purchase warrants (“Series D Warrants”), exercisable at an exercise price of $1.52 per share; (vi) 53,490 shares of Common Stock issued to Ladenburg (or its designees) as placement agent in the Series D Warrants placement deal, exercisable at an exercise price of $3.75 per share; (vii) 698,812 shares of Common Stock issued to Dr. Ronald Rigor pursuant to that Subscription Agreement dated July 28, 2024 (“Subscription Agreement”); (viii) 600,000 shares of Common Stock issuable on the exercise of the common stock purchase warrants issued jointly to Dr. Ronald Rigor and Jannice Rigor, exercisable at an exercise price of $1.90 per share, expiring on July 28, 2027; (ix) 5,000 shares of Common Stock issued to Redchip Companies Inc.; (x) 70,155 shares of Common Stock issued to Allan Camaisa; and (xi) 13,929 shares of Common Stock issued to Audie de Castro. For further information with respect to the issuance of such shares of Common Stock, see the section*“Unregistered Sales of Common Stock”*beginning on page 65 of this prospectus.

We will not receive any of the proceeds from the sale of Common Stock by the Selling Stockholders. However, upon any exercise of the warrants (specified herein and held by the Selling Stockholders) by payment of cash, we will receive the exercise price of such warrants.

The Selling Stockholders may sell or otherwise dispose of the Common Stock covered by this prospectus in a number of different ways and at varying prices. We provide more information about how the Selling Stockholders may sell or otherwise dispose of the Common Stock covered by this prospectus in the section entitled “Plan of Distribution” on page 133 of this prospectus. For information on the Selling Stockholders, see the section entitled “Selling Stockholders” on page 66 of this prospectus. Discounts, concessions, commissions and similar selling expenses attributable to the sale of Common Stock covered by this prospectus will be borne by the Selling Stockholders. We will pay all expenses (other than discounts, concessions, commissions and similar selling expenses) relating to the registration of the Common Stock with the Securities and Exchange Commission, or the SEC.

Our common stock is listed on the NYSE American LLC under the symbol “CLDI.” On December 9, 2024, the last reported sale price per share of our common stock was $1.93.

We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should read the entire prospectus and any amendments or supplements carefully before you make your investment decision.

We are an “emerging growth company” and a “smaller reporting company” under applicable Securities and Exchange Commission (“SEC”) rules, and, as such, have elected to comply with certain reduced public company disclosure requirements for this prospectus and future filings.

Investing in our common stock involves a high degree of risk. See “Risk Factors” beginning on page 6 of this prospectus for a discussion of information that you should consider before investing in our securities.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is , 2024

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