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
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (“Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”). These forward-looking statements include, among other things, statements regarding our and our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Forward-looking statements are typically identified by words such as “plan,” “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project,” “continue,” “could,” “may,” “might,” “possible,” “potential,” “predict,” “should,” “would,” “will,” “seek,” “target,” and other similar words and expressions, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this prospectus may include, for example, statements about:
| ● | we are a clinical stage biotechnology company developing novel genetic medicines for oncology with a limited operating history and have not generated any revenue to date from product sales; |
| ● | we have no products approved for commercial sale and have not generated revenues. We have incurred significant operating losses since our inception and we anticipate that we will incur continued losses for the foreseeable future; |
| ● | we need to raise substantial additional funding. If we are unable to raise capital when needed, or if at all, we will be forced to delay, reduce or eliminate some of our product development programs or commercialization efforts, or cease our operations altogether. In addition, the issuance of a substantial number of shares of common stock as a result of a financing could adversely affect the price of our common stock; |
| ● | our ability to realize the expected benefits of the Business Combination; |
| ● | our ability to maintain the listing of our securities on the NYSE American; |
| ● | our financial and business performance, including our financial projections and business metrics; |
| ● | our market opportunity; |
| ● | changes in our strategy, future operations, financial position, estimated revenues and losses, forecasts, projected costs, prospects and plans; |
| ● | expectations regarding the time during which we will be an emerging growth company under the JOBS Act; |
| ● | our ability to retain or recruit officers, key employees and directors; |
| ● | the impact of the regulatory environment and complexities with compliance related to such environment; |
| ● | the expected costs associated with our research and development initiatives, including investments in technology and product development; |
| ● | our ability to secure sufficient funding and alternative source of funding to support when needed and on terms favorable to us to support our business objective, product development, other operations or commercialization efforts; |
| ● | our ability to enroll patients in our proposed clinical trials and development activities; |
| ● | the impact of governmental laws and regulations; and |
| ● | our ability to obtain, maintain, protect and enforce sufficient patent and other intellectual property rights for our drug candidates and technology. |
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