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
DILUTION
If you invest in our securities in this offering, your ownership interest will be diluted immediately to the extent of the difference between the combined public offering price per Common Stock Unit and the pro forma as adjusted net tangible book value per share of our common stock immediately after this offering.
We calculate net tangible book value per share by dividing the net tangible book value, which is total tangible assets, less total liabilities, by the number of outstanding shares of our Common Stock. Dilution represents the difference between the price per share paid by purchasers of shares in this offering and the as adjusted net tangible book value per share of our Common Stock immediately after giving effect to this offering. Our net tangible book value as of June 30, 2025, was approximately $2.1 million, or $0.74 per share. “Net tangible book value “is total assets minus the sum of liabilities and intangible assets.
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 from July 1, 2025 through August 8, 2025, our pro forma net tangible book value as of June 30, 2025, would have been approximately $6.3 million, or $1.83 per share.
After giving further effect to the 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 closing sale price per share of our common stock on August 8, 2025, and after deducting the estimated underwriting discounts and commissions and other estimated offering expenses payable by us and assuming no sale of the PFW Units or any exercise of the Common Warrants, our pro forma as adjusted net tangible book value as of June 30, 2025 would have been approximately $11.4 million, or $2.46 per share. This represents an immediate increase in pro forma net tangible book value of $0.63 per share to existing stockholders and an immediate dilution of $2.55 per share to new investors. The following table illustrates this per share dilution:
| Assumed public offering price per Common Stock Unit | $5.01 | |
|---|---|---|
| Historical net tangible book value per share as of June 30, 2025 | $0.74 | |
| Increase in net tangible book value attributable to equity issuances and debt repayments | $1.09 | |
| Pro forma net tangible book value per share as of June 30, 2025 | $1.83 | |
| Increase in the net tangible book value per share attributable to this offering | $0.63 | |
| Pro forma as adjusted net tangible book value per share after this offering | $2.46 | |
| Dilution per share to new investors participating in this offering | $2.55 |
A $1.00 increase (decrease) in the assumed combined public offering price of $5.01 per Common Stock Unit (assuming that the number Common Stock Units offered by us, as set forth on the cover page of this prospectus, remains the same, and assuming no sale of PFW Units or exercise of any Common Warrants), and after deducting the estimated underwriting discounts and commissions and other estimated offering expenses payable by us and assuming no sale of the PFW Units, would increase or decrease our pro forma as adjusted net tangible book value to approximately $12.5 million or $0.24 per share and $(10.3) million or $(0.23) per share, respectively, representing an immediate dilution of approximately $3.31 and $1.78 per share to new investors purchasing Common Stock Units in this offering.
We may also increase or decrease the number of shares of common stock and accompanying Common Warrants we are offering. Each increase (decrease) of 500,000 shares in the number of common stock we are offering would increase (decrease) our pro forma as adjusted net tangible book value by approximately $2.3 million ($2.3 million) and increase (decrease) the dilution per share to new investors participating in this offering by $0.20 ($0.24) per share, assuming that the assumed public offering price per Common Stock Units remains the same, and after deducting the estimated underwriting discounts and commissions and other estimated offering expenses payable by us and assuming no sale of the PFW Units. The as pro forma adjusted information discussed above is illustrative only and will change based on the actual public offering price, number of shares and other terms of this offering determined at pricing.
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 foregoing discussion and table do not take into account further dilution to new investors that could occur upon the exercise of outstanding options, warrants or other convertible securities having an exercise price per share less than the offering price per share in this offering. In addition, we may choose to raise additional capital due to market conditions or strategic considerations even if we believe we have sufficient funds for our current or future operating plans. To the extent that additional capital is raised through the sale of equity or convertible debt securities, the issuance of these securities could result in further dilution to our stockholders.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.