Calidi Biotherapeutics (CLDI) Exercises $2.1M of Warrants

Calidi Biotherapeutics, Inc. (NYSE American: CLDI) today announced the entry into a definitive agreement for the immediate exercise of certain outstanding Series B and C warrants to purchase up to an aggregate of 10,698,000 shares of the Company’s common stock at a reduced exercise price of $0.20. The Series B and C warrants, issued in April 2024, have a term of twelve months and four months, respectively. The gross proceeds to the Company from the exercise of the warrants are expected to be approximately $2.1 million, prior to deducting placement agent fees and estimated offering expenses.

Ladenburg Thalmann & Co, Inc. is acting as the exclusive placement agent for the offering.

In consideration for the immediate exercise of the warrants for cash, the Company will issue new unregistered warrants to purchase up to 10,698,000 shares of common stock. The new warrants will have an exercise price of $0.30 per share, will be exercisable upon receipt of shareholder approval and will have a term of five and a half years from the issuance date. In addition, as part of the exercise of the Series B and C warrants, the Company also issued Series B-1 and C-1 warrants to purchase up to 10,698,000 shares of common stock. The Series B-1 warrants and Series C-1 warrants each have an exercise price of $0.20 per share and will expire five years from the issuance date.

The offering is expected to close on or about June 3, 2024, subject to satisfaction of customary closing conditions. The Company intends to use the net proceeds from this offering to advance its clinical and pre-clinical programs and for continuing operating expenses and working capital.

The new warrants described above are being offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”), and Regulation D promulgated thereunder and, along with the shares underlying the warrants, have not been registered under the Act, or applicable state securities laws. Accordingly, the new warrants issued in the private placement and the shares underlying the new warrants may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Act and such applicable state securities laws. The Company has agreed to file a registration statement with the SEC covering the resale of the shares of common stock issuable upon exercise of the new warrants.

This press release does not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or other jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

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