Calidi Biotherapeutics, Inc.
For the period ended Jun 30, 2026. Filed Aug 13, 2026.
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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.
Jun 30, 2026 · Filed Aug 13, 2026
CLDI$0.70+3.1%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-03-31; filed 2026-05-14.
0001493152-26-023140
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-08-13.
0001493152-26-037847
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 102 previous paragraphs and 104 current paragraphs.
55 unchanged; 27 reworded; 21 added; 19 removed; 1 previous and 1 current paragraphs rearranged.
Tables are not compared: 12 previous and 13 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (21)
Current report
Reverse Stock Split
Current report
On June 12, 2026, our stockholders approved an amendment to our Second Amended and Restated Certificate of Incorporation, as amended, to, at the discretion of the Board of Directors, to effect a reverse stock split with respect to our shares of issued and outstanding Common Stock, which consists of Voting Common Stock and Non-Voting Common Stock, at a ratio between 1-for-2 and 1-for-16 (the “Range”), with the ratio within such Range to be determined at the discretion of the Board. On July 30, 2026, we effected the reverse stock split of our outstanding shares of common stock at a ratio of 1-for-16. Our common stock commenced trading on a split-adjusted basis on July 31, 2026 under the existing symbol of “CLDI.
Current report
Financing Matters
Current report
On May 28, 2026, we amended and restated the Warrant to among other things: (i) condition the exercise of the Warrant and the issuance of the Common Stock upon exercise pursuant to the terms of the Warrant, to the receipt of the approval of our stockholders; (ii) increase the Minimum Vesting Acquisition Amount, as such term is defined in the Warrant, from $500,000 to $1,000,000; and (iii) to extend the Vesting Termination Date, as such term is defined in the Warrant, from July 8, 2026 to September 30, 2026;
Current report
New Facility Lease
Current report
On July 10, 2026, we entered into a new lease agreement (the “New Lease”) for approximately 9,038 rentable square feet of office and laboratory space located at 5580 Morehouse Drive, Suite 120, San Diego, California, with an initial term of 44 months commencing October 1, 2026, and expiring May 31, 2030, with one option to extend for an additional three years at the then-prevailing fair market rate. We will be required to make monthly base rental payments of approximately $52,000 per month for the first 12 months, with an annual 3% increase in such amount on each anniversary of the commencement date. We will also pay our share of operating expenses, property taxes and insurance, as well as a 3% management fee. We are required to deliver an irrevocable letter of credit of approximately $0.1 million within 10 calendar days of execution of the new lease.
Current report
Concurrently, we also entered into a Lease Termination Agreement with respect to our existing lease at 4475 Executive Drive, San Diego, California, which will terminate effective September 30, 2026 (the “Termination Date”), with no early termination fee payable. The Termination Agreement also reduces the remaining base rent payments due under the existing lease from June 1, 2026 through the Termination Date from approximately $118,000 per month to approximately $26,000 per month, and it also reduces the monthly estimated payment for Expenses, Taxes and insurance to a flat monthly fee of approximately $10,000 per month.
Current report
In connection with the Lease Termination Agreement, Mr. Camaisa entered into a Guarantee Termination Agreement to be effective on the Termination Date, pursuant to which, the Guarantee under the existing lease shall terminate and be of no further force or effect.
Current report
Appointment of Director
Current report
Other Income (Expense), Net
Current report
Research and development expenses were substantially flat for the three months ended June 30, 2026 and 2025 at $2.6 million. During the three months ended June 30, 2026, we recognized an increase in drug manufacturing and preclinical expenses of $0.6 million, offset by a decrease in rent expenses of $0.3 million, salaries and benefits of $0.2 million, and regulatory consulting costs of $0.1 million when compared to the same period in 2025.
Current report
Other Income (Expense), Net
Current report
Comparison of Six Months Ended June 30, 2026 and 2025
Current report
Research and Development Expenses
Current report
General and Administrative Expenses
Current report
General and administrative expenses for the six months ended June 30, 2026 and 2025 were $3.2 million and $5.7 million, respectively. The $2.5 million decrease during the six months ended June 30, 2026 was primarily due to a decrease in salaries and benefits of $1.7 million due to reduced headcount, accounting and audit fees of $0.3 million, rent expenses of $0.2 million, legal fees of $0.2 million, insurance expenses of $0.1 million, consulting expenses of $0.1 million, partially offset by an increase in public company expenses of $0.1 million when compared to the six months ended June 30, 2025.
Current report
Other Income (Expense), Net
Current report
Other income (expense), net for the six months ended June 30, 2026 and 2025 were $0.1 million in other income, net, and $0.1 million other expense, net, respectively. The $0.2 million increase during the six months ended June 30, 2026 primarily relates to a decrease in interest expense of $0.1 million and an increase in interest income of $0.1 million when compared to the six months ended June 30, 2025.
Current report
We may receive proceeds from the exercise of the 2,619,735 outstanding warrants if the holders elect to exercise such warrants. However, the exercise prices of a substantial portion of our outstanding warrants significantly exceed the current market price of our common stock. Accordingly, we do not expect the exercise of our warrants to be a material source of liquidity unless the market price of our common stock increases significantly above the applicable exercise prices. There can be no assurance that any warrants will be exercised, and we have not assumed the receipt of any such proceeds in our liquidity assessment.
Current report
As described more fully inRecent Developments, on July 10, 2026, the Company entered into (i) a Lease Termination Agreement to terminate the San Diego Lease effective September 30, 2026 and (ii) a new lease agreement (the “New Lease”) for a different location effective October 1, 2026. Additionally, on July 10, 2026, Mr. Camaisa entered into a Guarantee Termination Agreement to be effective September 30, 2026.
Current report
Cash used in operating activities decreased $3.5 million for the six months ended June 30, 2026 compared to the six months ended June 30, 2025, due to a $1.8 million decrease in net loss, after giving effect to adjustments made for non-cash transactions, primarily related to reductions in headcount and professional fees, and a decrease of $1.7 million in cash used in operating assets and liabilities primarily as a result of $1.8 million less paid towards accounts payable and accrued expenses and other current liabilities in 2026 compared to the same period in 2025.
Removed paragraphs (19)
Previous report
On March 5, 2026, we entered into an Amendment to Common Stock Purchase Warrants Agreement (the “Warrant Amendment”) with certain investors that participated in the March Confidentially Marketed Public Offering described below, in connection with the terms of certain of our outstanding common warrants to purchase shares of Common Stock (the “Existing Warrants”). As originally issued, the Existing Warrants provided for the purchase of:
Previous report
Per the Warrant Amendment, the exercise price for each of such Existing Warrants was reduced to $0.50 per share, subject to further adjustment as set forth in the Existing Warrants and any other document governing the terms thereunder. All other terms and conditions of the Existing Warrants remain unchanged and in full force and effect.
Previous report
On March 6, 2026, we entered into an Underwriting Agreement with Ladenburg Thalmann & Co. Inc. (“Ladenburg”), the “Underwriter”, in connection with the Offering of: (i) 2,278,731 Common Stock Units, which includes 1,575,000 Common Stock Units purchased pursuant to the exercise, in full, of the Over-Allotment Option, sold to the public at a price of $0.50 per Common Stock Unit, and (ii) 9,815,900 pre-funded warrant units Pre-Funded Units, sold to the public at a price of $0.499 per Pre-Funded Unit, resulting in gross proceeds of approximately $6.0 million, before deducting underwriting discounts and commissions and other estimated offering expenses. For additional discussion of this March Confidentially Marketed Public Offering, see*“Liquidity and Capital Resources – Financing Activities”*below.
Previous report
On March 29, 2026, Mr. Allan J. Camaisa, a member of our Board of Directors (the “Board”), informed the Nominating and Corporate Governance Committee of the Board that he intends to allow the term of his Director position on the Board to expire, which expiration date is scheduled to be at the date of our 2026 annual stockholder meeting. Mr. Camaisa’s decision to allow his Director term to expire did not result from any disagreement with us on any matter relating to our operations, policies or practices. In connection with Mr. Camaisa’s decision, effective on the date of our 2026 annual stockholder meeting, the Board reduced the size of the Board from six (6) to five (5) directors.
Previous report
Other Income, Net
Previous report
Other Income, Net
Previous report
Sources of Liquidity
Previous report
Financing and Financing-Related Transactions During the Three Months Ended March 31, 2026
Previous report
Debt Obligations
Previous report
Calidi’s outstanding debt obligations as of March 31, 2026, are as follows (in thousands):
Previous report
Warrants
Previous report
As of March 31, 2026, Calidi had outstanding warrants to purchase 49,440,138 shares of Common Stock, consisting of the following:
Previous report
Other commitments and contingencies include various operating and financing leases for equipment, office facilities, and other property containing future minimum lease payments totaling $1.8 million and certain manufacturing and other supplier agreements with vendors principally for manufacturing drug products for clinical trials and continuing the development of our programs totaling $0.4 million.
Previous report
Related Party Transactions
Previous report
Please see Note 6 to our unaudited condensed consolidated financial statements for more information on our related party transactions.
Previous report
Net cash used in operating activities was $4.1 million for the three months ended March 31, 2026, primarily resulting from our net loss of $4.1 million. Our net loss was reduced by certain non-cash items that included $0.4 million in depreciation and amortization expense, $0.2 million in stock-based compensation, partially increased by $0.6 million from the change in our operating assets and liabilities.
Previous report
Net cash used in operating activities was $7.1 million for the three months ended March 31, 2025, primarily resulting from our net loss of $5.1 million. Our net loss was reduced by certain non-cash items that included $0.6 million in stock-based compensation, $0.4 million in depreciation and amortization expense, partially increased by $3.0 million from the change in our operating assets and liabilities.
Previous report
We enter into agreements in the normal course of business with vendors for preclinical and clinical studies, preclinical and clinical supply and manufacturing services, professional consultants for expert advice, and other vendors for other services for operating purposes. We have certain manufacturing and other supplier agreements with vendors principally for manufacturing drug products for clinical trials and continuing the development of our product candidates totaling $0.4 million in future purchase commitments. However, these contracts do not contain any minimum purchase commitments and are cancellable at any time by us, generally upon 30 days prior written notice, and therefore we believe that our non-cancelable obligations under these agreements are not material.
Previous report
In addition, we have entered into license and royalty agreements for intellectual property with certain parties. Such arrangements require ongoing payments, including payments upon achieving certain development, regulatory and commercial milestones, receipt of sublicense income, as well as royalties on commercial sales. Payments under these arrangements are expensed as incurred and are recorded as research and development expenses. We may pay amounts under such agreements at the time of execution or annual fees. We have not paid any royalties under these agreements to date. We have not included the annual license fee payments contractual obligations because the license agreements are cancelable by us and therefore, we believe that our non-cancelable obligations under these agreements are not material. We have not included potential royalties or milestone obligations because they are contingent upon the occurrence of future events and the timing and likelihood of such potential obligations are not known with certainty. For further information regarding these agreements and amounts that could become payable in the future under these agreements, please see the sub-section entitled “License Agreements” within the “Item 1. Business” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
Reworded paragraphs (27)
Previous wording
We are a publicly traded biotechnology company pioneering the development of targeted therapies with the potential to deliver genetic medicines to distal sites of disease. Our proprietary RedTail platform features an engineered enveloped oncolytic virus designed for systemic delivery and targeting of metastatic sites. This advanced enveloped technology is intended to shield the virus from immune clearance, allowing virotherapy to effectively reach tumor sites, induce tumor lysis, and deliver potent genetic medicine(s) to metastatic locations. We expect to file an investigational new drug (“IND”) application for a Phase I trial by the end of 2026 with CLD-401, the first compound from the RedTail platform, delivering IL-15 superagonist to the tumor microenvironment (“TME”).
Current wording
We are a publicly traded biotechnology company pioneering the development of targeted therapies with the potential to deliver genetic medicines to distal sites of disease. Our proprietary RedTail platform features an engineered enveloped oncolytic virus designed for systemic delivery and targeting of metastatic sites. This advanced enveloped technology is intended to shield the virus from immune clearance, allowing virotherapy to effectively reach tumor sites, induce tumor lysis, and deliver potent genetic medicine(s) to metastatic locations. We expect to enter the clinic in the first quarter of 2027 with CLD-401, the first compound from the RedTail platform, delivering IL-15 superagonist to the tumor microenvironment (“TME”).
Previous wording
CLD-401, the first lead derived from the RedTail platform. CLD-401 is enveloped and overexpressed CD55 on its outer membrane. It is tropic for tumor cells and, when replicating, expresses IL-15 superagonist at high concentrations in the tumor microenvironment. In animal models, CLD-401 can be given systemically and clear metastatic sites in syngeneic tumor mouse models with demonstrated enhanced biological efficacy. The combination of the RedTail virus with its genetic payload drives complete tumor eradication in the tumor models compared to the RedTail virus alone. We believe that RedTail, given its systemic administration and targeting to metastatic sites and its delivery of genetic medicines, represents a major advancement in the space of oncolytic virus in oncology. We are developing additional leads from the RedTail platform including compounds that simultaneously express a bispecific T-cell engager (“TCE”) and a T-cell activator as well as compounds for use outside of oncology.
Current wording
CLD-401, the first lead derived from the RedTail platform. CLD-401 is enveloped and overexpressed CD55 on its outer membrane. It is tropic for tumor cells and, when replicating, expresses IL-15 superagonist at high concentrations in the tumor microenvironment. In animal models, CLD-401 can be given systemically and clear metastatic sites in syngeneic tumor mouse models with demonstrated enhanced biological efficacy. The combination of the RedTail virus with its genetic payload drives complete tumor eradication in the tumor models compared to the RedTail virus alone. We believe that RedTail, given its systemic administration and targeting to metastatic sites and its delivery of genetic medicines, represents a major advancement in the space of oncolytic virus in oncology. We are developing additional leads from the RedTail platform including CLD-501 (anti-TROP2) and CLD-502 (anti-EpCAM), which co-express an in situ TCE and an IL-15 superagonist.
Previous wording
Since inception, we have incurred significant operating losses. Our net loss was $4.1 million for the period ended March 31, 2026. As of March 31, 2026, we had an accumulated deficit of $145.7 million. We expect to continue to incur significant and increasing expenses and operating losses for the foreseeable future, as we advance our current and future product candidates through preclinical and clinical development, manufacture drug product and drug supply, seek regulatory approval for our current and future product candidates, maintain and expand our intellectual property portfolio, hire additional research and development and business personnel and operate as a public company.
Current wording
Since inception, we have incurred significant operating losses. Our net loss was $8.3 million for the six-month period ended June 30, 2026. As of June 30, 2026, we had an accumulated deficit of $149.9 million. We expect to continue to incur significant and increasing expenses and operating losses for the foreseeable future, as we advance our current and future product candidates through preclinical and clinical development, manufacture drug product and drug supply, seek regulatory approval for our current and future product candidates, maintain and expand our intellectual property portfolio, hire additional research and development and business personnel and operate as a public company.
Previous wording
Based on our operating plan, we believe we do not have sufficient cash on hand to support current operations for at least one year from the date of issuance of our unaudited condensed consolidated financial statements as of and for the three months ended March 31, 2026. We have concluded that this circumstance raises substantial doubt about our ability to continue as a going concern. See Note 1 to our unaudited condensed consolidated financial statements. In addition, we will be required to raise additional capital through the issuance of our equity securities to support our operations which will have an ownership and economic dilutive effect to our current shareholders who purchased their shares of common stock at prices above our current trading price, and such capital raising may adversely affect the price of our common stock. Further, the sale of or the perception of a sale of a substantial number of our common stock by certain selling securityholders pursuant to another registration statement filed with the SEC will adversely affect the price of our common stock due to our limited trading volume, adversely affect the share price that we may obtain in future financings, and may adversely affect our ability to conduct and complete future financings.
Current wording
Based on our operating plan, we believe we do not have sufficient cash on hand to support current operations for at least one year from the date of issuance of our unaudited condensed consolidated financial statements as of and for the three and six months ended June 30, 2026. We have concluded that this circumstance raises substantial doubt about our ability to continue as a going concern. See Note 1 to our unaudited condensed consolidated financial statements. In addition, we will be required to raise additional capital through the issuance of our equity securities to support our operations which will have an ownership and economic dilutive effect to our current shareholders who purchased their shares of common stock at prices above our current trading price, and such capital raising may adversely affect the price of our common stock. Further, the sale of or the perception of a sale of a substantial number of our common stock by certain selling securityholders pursuant to another registration statement filed with the SEC will adversely affect the price of our common stock due to our limited trading volume, adversely affect the share price that we may obtain in future financings, and may adversely affect our ability to conduct and complete future financings.
Previous wording
On May 6, 2026, we issued a warrant (“Warrant”) to an accredited investor to purchase up to 17,391,304 shares of our common stock (“Common Stock”) with an exercise price of $0.23 in a private placement transaction. The Warrant is exercisable beginning on the date that is six months from the issue date, and is subject to certain vesting conditions as described further. The holder of the Warrant may from time to time prior to July 8, 2026, agree to acquire, and we may agree to sell to such holder, up to an aggregate of $4 million of Common Stock in issuances registered under the Securities Act of 1933, as amended (the “Securities Act”). The Warrant will vest in proportion to issuances described in the preceding sentence that are consummated. Neither the holder of the Warrant nor we have any obligation to agree to or consummate any such issuances.
Current wording
On May 6, 2026, we issued a warrant (“Warrant”) to an accredited investor to purchase up to 1,086,957 unvested shares of our common stock (“Common Stock”) with an exercise price of $3.68 in a private placement transaction. The Warrant is exercisable beginning on the date that is six months from the issue date, and is subject to certain vesting conditions as described further. The holder of the Warrant may from time to time prior to July 8, 2026, agree to acquire, and we may agree to sell to such holder, up to an aggregate of $4.0 million of Common Stock in issuances registered under the Securities Act. The Warrant will vest in proportion to issuances described in the preceding sentence that are consummated. Neither the holder of the Warrant nor we have any obligation to agree to or consummate any such issuances.
Previous wording
On April 1, 2026, the Board on the recommendation of the Nominating and Corporate Governance Committee, appointed Scott Leftwich, a Class III director, to the Audit Committee of the Board effective immediately.
Current wording
On June 17, 2026, our Board of Directors, upon the recommendation of the Nominating and Corporate Governance Committee appointed Dr. Corazon (Corsee) Sanders to serve as our Class III director, with a term expiring at our 2029 annual meeting of stockholders and until her successor is duly elected and qualified, or until her earlier death, resignation, retirement, disqualification, or removal. In addition, the Board appointed Dr. Sanders to serve as a member of the Audit Committee of the Board.
Previous wording
We track external research and development costs on a program-by-program basis beginning, with respect to each program, upon our internal nomination of a candidate in that program for further preclinical and clinical development. External costs include fees paid to consultants, contractors and vendors, including contract development and manufacturing organizations (“CDMOs”), and clinical research organizations (“CROs”), in connection with our preclinical, clinical and manufacturing activities and license milestone payments related to candidate development.
Current wording
External costs include fees paid to consultants, contractors and vendors, including contract development and manufacturing organizations (“CDMOs”), and clinical research organizations (“CROs”), in connection with our preclinical, clinical and manufacturing activities and license milestone payments related to candidate development.
Previous wording
General and administrative expenses include salaries and other compensation-related costs, including stock-based compensation, for personnel in executive, finance and accounting, operations, and administrative roles. Other significant costs include professional service and consulting fees including legal fees relating to intellectual property and corporate matters, accounting fees, and costs for consultants utilized to supplement our personnel, insurance costs, travel costs, facility and office-related costs not included in research and development expenses and depreciation and amortization.
Current wording
General and administrative expenses include salaries and other compensation-related costs, including stock-based compensation, for personnel in executive, finance and accounting, operations, and administrative roles. Other significant costs include professional service and consulting fees including legal fees relating to intellectual property and corporate matters, accounting fees, and costs for consultants utilized to supplement our personnel, insurance costs, travel costs, facility and office-related costs not included in research and development expenses and depreciation and amortization. We anticipate these expenses continuing and we also anticipate continued expenses associated with being a public company, including costs for audit, legal, regulatory and tax-related services related to compliance with the rules and regulations of the SEC, and listing standards applicable to companies listed on a national securities exchange, director and officer insurance premiums, and investor relations costs.
Previous wording
We anticipate that our general and administrative expenses will increase in the future as our business expands to support expected growth in research and development activities, including our future clinical programs. These increases will likely include increased costs related to the hiring of additional personnel and fees to outside service providers, among other expenses. We also anticipate continued expenses associated with being a public company, including costs for audit, legal, regulatory and tax-related services related to compliance with the rules and regulations of the SEC, and listing standards applicable to companies listed on a national securities exchange, director and officer insurance premiums, and investor relations costs. In addition, if we obtain regulatory approval for any of our product candidates and do not enter into a third-party commercialization collaboration, we expect to incur significant expenses related to building a sales and marketing team to support product sales, marketing and distribution activities.
Current wording
In addition, if we obtain regulatory approval for any of our product candidates and do not enter into a third-party commercialization collaboration, we expect to incur significant expenses related to building a sales and marketing team to support product sales, marketing and distribution activities.
Previous wording
Other income, net, primarily includes interest income, interest expense, and the changes in fair value of warrants and derivatives. The changes in the fair value of these instruments are recorded in change in fair value of other liabilities and derivatives, and change in fair value of other liabilities and derivatives – related party, included as a component of other income, net, in the unaudited condensed consolidated statements of operations.
Current wording
Other income (expense), net, primarily includes interest income, interest expense, and the changes in fair value of warrants and derivatives. The changes in the fair value of these instruments are recorded in change in fair value of other liabilities and derivatives, and change in fair value of other liabilities and derivatives – related party, included as a component of other income (expense), net, in the unaudited condensed consolidated statements of operations.
Previous wording
Other income, net, for 2025, also includes grant income generated from a grant awarded to us by the California Institute for Regenerative Medicine (“CIRM”) in December 2022. Proceeds from the CIRM grant are recognized over the period necessary to match the related research and development expenses when it is probable that we have complied with the CIRM conditions and will receive the proceeds pursuant to the milestones defined in the grant as reimbursement of those expenditures. Any CIRM grant proceeds received in advance of having incurred the related research and development expenses are recorded in accrued expenses and other current liabilities and recognized as grant income on our unaudited condensed consolidated statements of operations when the related research and developments expenses are incurred.
Current wording
Other income (expense), net, also includes grant income generated from a grant awarded to us by the California Institute for Regenerative Medicine (“CIRM”) in December 2022. Proceeds from the CIRM grant are recognized over the period necessary to match the related research and development expenses when it is probable that we have complied with the CIRM conditions and will receive the proceeds pursuant to the milestones defined in the grant as reimbursement of those expenditures. Any CIRM grant proceeds received in advance of having incurred the related research and development expenses are recorded in accrued expenses and other current liabilities and recognized as grant income on our unaudited condensed consolidated statements of operations when the related research and developments expenses are incurred.
Previous wording
General and administrative expenses for the three months ended March 31, 2026 and 2025 were $1.6 million and $2.6 million, respectively. The $1.0 million decrease was primarily due to a decrease in salaries and benefits of $0.6 million, accounting expenses of $0.2 million, consulting costs of $0.1 million, and rent expenses of $0.1 million.
Current wording
General and administrative expenses for the three months ended June 30, 2026 and 2025 were $1.6 million and $3.1 million, respectively. The $1.5 million decrease during the three months ended June 30, 2026 was primarily due to a decrease in salaries and benefits of $1.1 million due to reduced headcount, legal expenses of $0.2 million, accounting expenses of $0.1 million, and consulting costs of $0.1 million when compared to the three months ended June 30, 2025.
Previous wording
Other income, net for the three months ended March 31, 2026 and 2025 were $0.1 million and $3,000, respectively. The $0.1 million increase was primarily due to an increase in interest income and a decrease of interest expense due to lower principal amounts owed on our debt.
Current wording
Other expense, net for the three months ended June 30, 2026 and 2025 were $5,000 and $0.1 million, respectively. The $0.1 million decrease during the three months ended June 30, 2026 was primarily due to an increase in interest income and a decrease of interest expense due to lower principal amounts owed on our debt when compared to the three months ended June 30, 2025.
Previous wording
Research and development expenses for the three months ended March 31, 2026 and 2025 were $2.6 million and $2.4 million, respectively. The $0.2 million increase was primarily attributable to an increase in drug manufacturing and preclinical expenses of $0.3 million, rent expenses of $0.1 million, and salaries and benefits of $0.1 million, partially offset by decrease in regulatory consulting costs of $0.3 million.
Current wording
Research and development expenses for the six months ended June 30, 2026 and 2025 were $5.1 million and $5.0 million, respectively. The $0.1 million increase during the six months ended June 30, 2026 was primarily attributable to an increase in drug manufacturing and preclinical expenses of $0.9 million, partially offset by a decrease in consulting expenses of $0.5 million, rent expenses of $0.2 million, and salaries and benefits of $0.1 million when compared to the six months ended June 30, 2025.
Previous wording
As of March 31, 2026, we had a cash balance of $6.6 million and restricted cash of $0.2 million. Our debt and liability obligations as of March 31, 2026 include $2.3 million in accounts payable and accrued expenses and other current liabilities, including related party amounts, $1.4 million in operating lease liabilities, $0.6 million in promissory notes, $0.3 million in finance lease liabilities, and $0.1 million in warrant liabilities, including related party amounts.
Current wording
As of June 30, 2026, we had a cash balance of $4.1 million and a restricted cash balance of $0.2 million. Our debt and liability obligations as of June 30, 2026 include $2.1 million in accounts payable and accrued expenses and other current liabilities, $1.3 million in operating and finance lease liabilities and, $0.6 million in promissory notes maturing on July 1, 2027.
Previous wording
During the three months ended March 31, 2026, we undertook certain financing and financing-related transactions. Approximately $5.1 million in net proceeds were received from the March 2026 confidentially marketed public offering.
Current wording
During the six months ended June 30, 2026, we received approximately $5.1 million in net proceeds from the March 2026 confidentially marketed public offering and $2.2 million in net proceeds from the At the Market Offering.
Previous wording
On October 10, 2022, we entered into an Office Lease Agreement (the “San Diego Lease”) that serves as our principal executive and administrative offices and laboratory facility. To secure and execute the San Diego Lease, Mr. Allan J. Camaisa, former Chief Executive Officer, provided a personal Guaranty of Lease of up to $0.9 million (the “Guaranty”) to the lessor for our future performance under the San Diego Lease agreement. As consideration for the Guaranty, we agreed to pay Mr. Camaisa 10% of the Guaranty amount for the first year of the San Diego Lease, and 5% per annum of the Guaranty amount thereafter through the life of the lease, with all amounts accrued and payable at the termination of the San Diego Lease or release of Mr. Camaisa from the Guaranty by the lessor, whichever occurs first. The amount due was partially settled in April 2025. The San Diego Lease has an initial term of 4 years.
Current wording
On October 10, 2022, we entered into an Office Lease Agreement (the “San Diego Lease”) that serves as our principal executive and administrative offices and laboratory facility. To secure and execute the San Diego Lease, Mr. Allan J. Camaisa, former Chief Executive Officer, provided a personal Guaranty of Lease of up to $0.9 million (the “Guaranty”) to the lessor for our future performance under the San Diego Lease agreement. As consideration for the Guaranty, we agreed to pay Mr. Camaisa 10% of the Guaranty amount for the first year of the San Diego Lease, and 5% per annum of the Guaranty amount thereafter through the life of the lease, with all amounts accrued and payable at the termination of the San Diego Lease or release of Mr. Camaisa from the Guaranty by the lessor, whichever occurs first. The amount due was partially settled in April 2025. The San Diego Lease had an initial term of 4 years.
Previous wording
Cash Flow Summary for the three months ended March 31, 2026 and 2025
Current wording
Cash Flow Summary for the six months ended June 30, 2026 and 2025
Previous wording
The following table shows a summary of our cash flows for the three months ended March 31, 2026 and 2025 (in thousands):
Current wording
The following table shows a summary of our cash flows for the six months ended June 30, 2026 and 2025 (in thousands):
Previous wording
Net cash used in investing activities was $5,000 for the three months ended March 31, 2026, which primarily related to the purchase of certain machinery and equipment.
Current wording
Net cash used in investing activities was $38,000 and $64,000 for the six months ended June 30, 2026 and 2025, respectively, which primarily related to the purchase of certain machinery and equipment.
Previous wording
Net cash provided by financing activities was $5.2 million for the three months ended March 31, 2026, which primarily related to proceeds from the March 2026 confidentially marketed public offering of $5.4 million, partially offset by payment of financing costs of $0.2 million.
Current wording
Net cash provided by financing activities was $7.0 million for the six months ended June 30, 2026, which primarily related to proceeds from the March 2026 confidentially marketed public offering of $5.4 million, proceeds from the at the market offering of $2.0 million, partially offset by payment of financing costs of $0.3 million and repayment of finance lease obligations of $0.1 million.
Previous wording
Net cash provided by financing activities was $8.1 million for the three months ended March 31, 2025, which primarily related to proceeds from the January confidentially marketed public offering of $3.8 million, proceeds from the March 2025 registered direct offering and concurrent private placement of $3.5 million, and proceeds from the at-the-market offering of $2.8 million, partially offset by repayment of term notes payable of $1.5 million, including related party amounts, payment of financing costs of $0.3 million, and repayment of bridge loan payable of $0.2 million.
Current wording
Net cash provided by financing activities was $7.6 million for the six months ended June 30, 2025, which primarily related to proceeds from Public Offerings of $6.6 million, and proceeds from the March Registered Direct Offering and Concurrent Private Placement of $3.5 million, partially offset by repayment of term notes payable of $1.8 million, including related party amounts, payment of financing costs of $0.4 million, and repayment of bridge loan payable of $0.2 million.
Previous wording
Based on our current operating plan, available cash and additional access to capital discussed above under the “Liquidity and Capital Resources” section, we believe we do not have sufficient cash on hand to support current operations for at least one year from the date of issuance of the unaudited condensed consolidated financial statements as of and for the three months ended March 31, 2026 appearing elsewhere in this Form 10-Q. To finance our operations, we will need to raise substantial additional capital, which cannot be assured. We have concluded that this circumstance raises substantial doubt about our ability to continue as a going concern for at least one year from the date that our aforementioned unaudited condensed consolidated financial statements were issued. See Note 1 to our unaudited condensed consolidated financial statements appearing elsewhere in this Form 10-Q for additional information on our assessment.
Current wording
Based on our current operating plan, available cash and additional access to capital discussed above under the “Liquidity and Capital Resources” section, we believe we do not have sufficient cash on hand to support current operations for at least one year from the date of issuance of the unaudited condensed consolidated financial statements as of and for the three and six months ended June 30, 2026 appearing elsewhere in this Form 10-Q. To finance our operations, we will need to raise substantial additional capital, which cannot be assured. We have concluded that this circumstance raises substantial doubt about our ability to continue as a going concern for at least one year from the date that our aforementioned unaudited condensed consolidated financial statements were issued. See Note 1 to our unaudited condensed consolidated financial statements appearing elsewhere in this Form 10-Q for additional information on our assessment.
Previous wording
Our significant accounting policies and estimates are described in more detail in Note 2 to the consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. The accounting estimates that are most critical to a full understanding and evaluation of our reported financial results are described in Management’s Discussion and Analysis of Financial Condition and Results of Operations in Item 7 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. There were no material changes to our critical accounting estimates during the three months ended March 31, 2026.
Current wording
Our significant accounting policies and estimates are described in more detail in Note 2 to the consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. The accounting estimates that are most critical to a full understanding and evaluation of our reported financial results are described in Management’s Discussion and Analysis of Financial Condition and Results of Operations in Item 7 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. There were no material changes to our critical accounting estimates during the three and six months ended June 30, 2026.
Previous wording
We are not currently exposed to significant market risk related to changes in foreign currency exchange rates; however, we have employees and are contracted with and may continue to contract with foreign vendors that are located in Europe, particularly in Germany, where we operate through our wholly-owned subsidiary, StemVac GmbH. In October 2022, we also formed Calidi Biotherapeutics Australia Pty Ltd, a wholly-owned subsidiary in Australia, for purposes of operating in that country for a portion of our planned clinical trial activities for our SNV1 program. Our operations may be subject to fluctuations in foreign currency exchange rates in the future.
Current wording
We are not currently exposed to significant market risk related to changes in foreign currency exchange rates; however, we have employees and are contracted with and may continue to contract with foreign vendors that are located in Europe, particularly in Germany, where we operate through our wholly-owned subsidiary, StemVac GmbH. In October 2022, we also formed Calidi Biotherapeutics Australia Pty Ltd, a wholly-owned subsidiary in Australia, for purposes of operating in that country for a portion of our planned clinical trial activities. Our operations may be subject to fluctuations in foreign currency exchange rates in the future.
Previous wording
Inflation generally affects us by increasing our cost of labor. We do not believe that inflation had a material effect on our business, financial condition or results of operations during the three months ended March 31, 2026 and 2025.
Current wording
Inflation generally affects us by increasing our cost of labor. We do not believe that inflation had a material effect on our business, financial condition or results of operations during the three and six months ended June 30, 2026 and 2025.
Previous wording
We are also a “smaller reporting company,” meaning that the market value of our stock held by non-affiliates plus the proposed aggregate amount of gross proceeds to us as a result of this offering is less than $700 million and our annual revenue was less than $100 million during the most recently completed fiscal year. We may continue to be a smaller reporting company after this offering if either (i) the market value of our stock held by non-affiliates is less than $250 million or (ii) our annual revenue is less than $100 million during the most recently completed fiscal year and the market value of our stock held by non-affiliates is less than $700 million.
Current wording
We are also a “smaller reporting company,” meaning that the market value of our stock held by non-affiliates is less than $700 million and our annual revenue was less than $100 million during the most recently completed fiscal year. We may continue to be a smaller reporting company if either (i) the market value of our stock held by non-affiliates is less than $250 million or (ii) our annual revenue is less than $100 million during the most recently completed fiscal year and the market value of our stock held by non-affiliates is less than $700 million.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
The following table summarizes our results of operations for the six months ended June 30, 2026 and 2025 (in thousands):
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
Net cash used in investing activities was $7,000 for the three months ended March 31, 2025, which primarily related to the purchase of certain machinery and equipment.