Calidi Biotherapeutics, Inc.
Filed Aug 15, 2025.
View on SEC.govAbout this filing
A company's registration of shares for sale to the public, often for a first offering. It describes the business, its risks and how the company plans to use the money.
period unavailable · Filed Aug 15, 2025
Contents
CAPITALIZATION
The following table sets forth our cash and capitalization as of June 30, 2025:
| ● | on an actual basis; |
| ● | on a pro forma basis after giving further effect to the issuance of 549,596 shares of common stock pursuant to the exercise of warrants and debt repayments of $250,000, and |
| ● | on a pro forma as adjusted basis to give further effect to the issuance and sale of 1,197,605 Common Stock Units in this offering at an assumed combined public offering price of $5.01 per Common Stock Unit (the last reported sale price of our common stock on the NYSE American on August 8, 2025), after deducting the estimated underwriter fees and estimated offering expenses payable by us. |
You should read the forgoing table together with “Management’s Discussion and Analysis of Financial Condition and Results of Operations for the Company” and our consolidated financial statements and related notes appearing elsewhere in this prospectus.
| (In thousands, except par value data) | Actual (unaudited) | Pro Forma(1) | Pro Forma As Adjusted(1) |
|---|---|---|---|
| Cash | $5,279 | $9,165 | $14,284 |
| Related party term notes payable, net of discount, including accrued interest | 775 | 525 | 525 |
| Promissory note | 600 | 600 | 600 |
| Other noncurrent liabilities | 1,219 | 1,219 | 1,219 |
| Related party warrant liability | 7 | 7 | 7 |
| Warrant liability | 96 | 96 | 96 |
| Shareholders’ equity: | |||
| Common Stock, $0.0001 par value, 330,000 shares authorized; 2,877 shares issued and outstanding as of June 30, 2025; pro forma and pro forma as adjusted; 3,426, 4,624. | - | - | - |
| Additional paid-in capital | 134,193 | 138,329 | 143,448 |
| Accumulated other comprehensive loss | (13) | (13) | (13) |
| Accumulated Deficit | (132,416) | (132,416) | (132,416) |
| Total Stockholders’ equity | 1,764 | 5,900 | 11,019 |
| Total Capitalization | $4,461 | $8,347 | $13,466 |
| (1) | The pro forma and pro forma as adjusted information is illustrative only and following the completion of this offering will be adjusted based on the actual public offering price and other terms of this offering determined at pricing. |
A $1.00 increase (decrease) in the assumed combined public offering price per Common Stock Unit of $5.01, which was the last reported sale price of our common stock on NYSE American on August 8, 2025, would increase (decrease) each of cash, common stock and additional paid-in capital, total stockholders’ equity and total capitalization on a pro forma as adjusted basis by approximately $1.1 million ($1.1 million), assuming that the number of Common Stock Units offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the underwriter fee and estimated offering expenses payable by us and assuming no exercise of Common Warrants or sale of PFW Units.
The table and discussion above are based on 3,026,757 shares outstanding (inclusive of 150,000 shares outstanding of non-voting Escalation Shares) as of June 30, 2025, but excludes the following:
| ● | Up to 1,295,715 shares of Common Stock issuable upon the exercise of outstanding warrants with a weighted-average exercise price of $13.91 per share; |
| ● | Up to 130,686 shares of Common Stock issuable upon the exercise of outstanding stock options, which options have a weighted average exercise price of $118.80 per share; |
| ● | Up to an aggregate of 8,099 shares of Common Stock reserved for future issuance under our 2023 Equity Incentive Plan (the “2023 Plan”); |
| ● | Up to 95,834 shares of Common Stock issuable upon the exercise of Public Warrants at an exercise price of $1,380.00 per share, which were issued in connection with our initial public offering; |
| ● | Up to 15,938 shares of Common Stock issuable upon the exercise of Private Warrants at an exercise price of $1,380.00 per share, subject to certain adjustments, issued to certain investors in a private placement at a price of $1,380.00 per warrant concurrently with the close of our initial public offering; |
| ● | Up to 5,501 shares of Common Stock issuable pursuant to a Forward Purchase Agreement entered into on August 28, 2023 and August 30, 2023 among FLAG and Calidi with certain investors for an OTC Equity Prepaid Forward Transaction; |
| ● | Up to 1,197,605 shares of Common Stock issuable upon exercise of the Series I Common Warrants issued in the offering at an exercise price of $5.01 per share; |
| ● | Up to 1,197,605 shares of Common Stock issuable upon exercise of the Pre -Funded Warrants issued in the offering at an exercise price of $0.001 per share; and |
| ● | Up to 59,880 shares of Common Stock issuable upon exercise of the Representative warrants. |
| ● | no release of the Non-Voting Escalation Shares; |
| ● | no exercise of the outstanding options or warrants described above; |
| ● | no issuance of the common stock issuable under the Forward Purchase Agreements described above; |
| ● | no issuance of common stock pursuant to director fees, pursuant to an amended consulting agreement, pursuant to a consulting agreement and in connection with a loan agreement; |
| ● | no sale of any PFW Units in this offering; and |
| ● | no exercise of the Pre-Funded Warrants, the Common Warrants or the Representative warrants sold in this offering. |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.