Calidi Biotherapeutics, Inc.

DEF 14A 1 formdef14a.htm DEF 14A

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

Check the appropriate box:

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):

San Diego, California 92121

Dear Stockholders:

You are cordially invited to attend the virtual Annual Meeting of Stockholders of Calidi Biotherapeutics, Inc. (the “Annual Meeting”). The Annual Meeting will be held on Friday, June 12, 2026, at 10:00 a.m. Pacific Time.

As we believe that a virtual meeting format expands stockholder access and participation and improves communications, the Annual Meeting will be held in a virtual meeting format only. You or your proxyholder will be able to attend the Annual Meeting, vote and submit your questions during the meeting onlyvia live audio webcast by visitingwww.virtualshareholdermeeting.com/CLDI2026. To participate in the meeting, you will need to review the information included in the accompanying proxy statement (the “Proxy Statement”) and on your Notice of Availability that we have mailed to you (the Notice of Availability includes your control number). You will not be able to attend the virtual meeting in person.

The accompanying notice of the Annual Meeting (the “Notice”) and the Proxy Statement have been made part of this invitation. Details regarding the Annual Meeting and the business to be conducted at the Annual Meeting are more fully described in the accompanying Notice and Proxy Statement. You are entitled to vote at our Annual Meeting and any adjournments, continuations or postponements only if you were a stockholder as of April 17, 2026, 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 (Election of Directors Proposal), Proposal 2 (Ratification of appointment of Auditors Proposal), Proposal 3 (Reverse Stock Split Proposal), Proposal 4 (2023 Plan Amendment Proposal), and Proposal 5 (Adjournment Proposal), as further described in the accompanying Proxy Statement. The Board recommends that you vote “FOR” each of the proposals, as outlined in the accompanying Proxy Statement.

We are pleased to comply with the rules of the Securities and Exchange Commission, or SEC, that allow companies to distribute their proxy materials over the Internet under the “notice and access” approach. As a result, we are sending to our stockholders a Notice of Internet Availability of Proxy Materials, or the Notice of Availability, instead of a paper copy of this proxy statement and our annual report for the fiscal year ended December 31, 2025 (the “2025 Annual Report”). We will mail the Notice of Availability on or about April 29, 2026, and the Notice of Availability contains instructions on how to access our proxy materials over the Internet. The Notice of Availability also contains instructions on how each of our stockholders can receive a paper copy of our proxy materials, including the proxy statement, our 2025 Annual Report, and a form of proxy card.

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 Annual 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 Annual Meeting.

Details regarding logging onto and attending the virtual meeting over the website and the business to be conducted at the Annual Meeting are described in the accompanying Notice and Proxy Statement. Whether or not you attend the Annual Meeting, it is important that your shares be represented and voted at the Annual Meeting. After reading the Proxy Statement, even if you intend to attend the Annual 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 Annual 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 Annual Meeting.

Important Notice Regarding Internet Availability of Proxy Materials: Pursuant to the rules of the SEC, with respect to the Annual Meeting, we have elected to utilize the “notice and access” option of providing access to all of our proxy materials. On or about April 29, 2026, we expect to mail to our stockholders the Notice of Availability containing instructions on how to access our proxy statement and our 2025 Annual Report. The Notice of Availability provides instructions on how to vote via the Internet or by telephone and includes instructions on how to receive a paper copy of our proxy materials by mail. The proxy statement and our 2025 Annual Report, which includes our annual report on Form 10-K for the fiscal year ended December 31, 2025, are available for viewing, printing and downloading atwww.proxyvote.com. All you have to do is enter the control number located on your Notice of Availability or proxy card. If you would like to request a copy of the material(s) for this stockholder meeting, please follow the instructions provided on the Notice of Availability. This proxy statement and our annual report on Form 10-K for the fiscal year ended December 31, 2025, are also available on the SEC’s website at http://www.sec.gov.

**This proxy statement and our 2025 Annual Report are

available for viewing, printing and downloading at www.proxyvote.com.

San Diego, California 92121

**Notice of Annual Meeting of Stockholders

To Be Held on June 12, 2026

Dear Stockholders:

Notice is hereby given that the Annual Meeting of Stockholders of Calidi Biotherapeutics, Inc., a Delaware corporation (the “Company”), will be held on Friday, June 12, 2026, at 10:00 a.m. Pacific Time (the “Annual Meeting”) and it will be a completely virtual meeting of stockholders via live audio webcast atwww.virtualshareholdermeeting.com/CLDI2026. Only stockholders of record of our outstanding shares of voting Common Stock on April 17, 2026 (the “Record Date”) will be entitled to vote at the Annual Meeting and any adjournments, continuations or postponements thereof that may take place. We are holding the Annual Meeting for the following purposes, which are more fully described in the accompanying Proxy Statement:

If you are a stockholder of record as of the Record Date, you will be able to attend and participate in the Annual Meeting online, vote your shares electronically, and submit your questions during the meeting by visitingwww.virtualshareholdermeeting.com/CLDI2026. To participate in the Annual Meeting, you must have your control number that is shown on your Notice of Availability. Further information about how to attend the Annual Meeting online, vote your shares online during the meeting, and submit questions online during the Annual Meeting is included in the Proxy Statement.

The Board has fixed the close of business on April 17, 2026, as the Record Date for the Annual Meeting. Only holders of our Common Stock entitled to vote of record on the Record Date are entitled to receive Notice of the Annual Meeting and Proxy Statement, and only such stockholders, or their legal proxy holders, are entitled to vote at the Annual Meeting or at any postponements, or continuations, or adjournments of the Annual Meeting. Holders of our shares of voting Common Stock will be entitled to vote on Proposal 1 (Election of Directors Proposal), Proposal 2 (Ratification of appointment of Auditors Proposal), Proposal 3 (Reverse Stock Split Proposal), Proposal 4 (2023 Plan Amendment Proposal) and Proposal 5 (Adjournment Proposal).

We are pleased to comply with the rules of the Securities and Exchange Commission, or SEC, that allow companies to distribute their proxy materials over the Internet under the “notice and access” approach. As a result, we are sending to our stockholders a Notice of Internet Availability of Proxy Materials, or the Notice of Availability, instead of a paper copy of this proxy statement and our annual report for the fiscal year ended December 31, 2025, or the 2025 Annual Report. We will mail the Notice of Availability on or about April 29, 2025, and the Notice of Availability contains instructions on how to access our proxy materials over the Internet. The Notice of Availability also contains instructions on how each of our stockholders can receive a paper copy of our proxy materials, including the proxy statement, our 2025 Annual Report, and a form of proxy card.

A complete list of registered stockholders entitled to vote at the Annual Meeting will be available for inspection at our offices during regular business hours for the ten (10) calendar days prior to the Annual Meeting and online during the Annual 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 Annual Meeting, we urge you to submit your vote via the Internet, telephone or mail as soon as possible to ensure your shares are represented. Returning the proxy does not deprive you of your right to attend the Annual Meeting and to vote your shares at the Annual Meeting. Please note, however, that if your shares are held in “street name” that is held as 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.

Further information about how to attend the Annual Meeting online, vote your shares and submit questions is included in the accompanying proxy statement.

On behalf of the Board, we would like to express our appreciation for your continued interest in our company.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to Be Held on June 12, 2026: Pursuant to the rules of the Securities and Exchange Commission (the “SEC”), with respect to the Annual Meeting, we have elected to utilize the “notice and access” option of providing access to all of our proxy materials. On or about April 29, 2026, we expect to mail to our stockholders the Notice of Availability containing instructions on how to access our proxy statement and our 2025 Annual Report. The Notice of Availability provides instructions on how to vote via the Internet or by telephone and includes instructions on how to receive a paper copy of our proxy materials by mail. The proxy statement and our 2025 Annual Report, which includes our annual report on Form 10-K for the fiscal year ended December 31, 2025, are available for viewing, printing and downloading at:www.proxyvote.com. All you have to do is enter the control number located on your Notice of Availability. If you would like to request a copy of the material(s) for this stockholder meeting, please follow the instructions provided on the Notice of Availability. This proxy statement and our annual report on Form 10-K for the fiscal year ended December 31, 2025, are also available on the SEC’s website at http://www.sec.gov.

TABLE OF CONTENTS

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 annual report on Form 10-K, filed with the SEC on March 27, 2026, 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

ANNUAL MEETING OF STOCKHOLDERS

To Be Held On June 12, 2026

**G