On August 21, 2025 Calidi Biotherapeutics, Inc. (NYSE AMERICAN: CLDI) ("Calidi" or the "Company"), a clinical-stage biotechnology company pioneering the development of targeted therapies with the potential to deliver genetic medicines to distal sites of disease, reported the closing of its previously announced underwritten public offering and the exercise in full of the underwriters’ over-allotment option for gross proceeds of $6.9 million, prior to deducting underwriting commissions and offering expenses (Press release, Calidi Biotherapeutics, AUG 21, 2025, View Source [SID1234655454]).

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In connection with the offering, the Company sold (i) 1,922,764 common stock units with each unit consisting of one share of common stock and one Series I warrant to purchase one share of common stock ("Common Stock Unit") and (ii) 1,528,000 pre-funded warrant units consisting of one pre-funded warrant to purchase one share of common stock and one Series I warrant to purchase one share of common stock ("Pre-Funded Unit"). The common stock units include 450,000 units that the underwriters elected to purchase pursuant to the over-allotment option. The price per Common Stock Unit is $2.00 and the price per Pre-Funded Unit is $1.999. The Series I warrant has an exercise price of $2.00 per share, is exercisable upon issuance, and has a term expiring five years from issuance. The warrants issued in this offering are fixed priced and do not contain any variable price features.

Ladenburg Thalmann & Co. Inc. acted as sole book-running manager for the offering. Laidlaw & Company (U.K.) Ltd. acted as a co-manager for the offering.

The securities described above were offered pursuant to a registration statement on Form S-1 (File No. 333-289670), which was declared effective by the United States Securities and Exchange Commission ("SEC") on August 20, 2025. A final prospectus was filed with the SEC on August 21, 2025, and is available on the SEC’s website at View Source Electronic copies of the final prospectus may also be obtained by contacting Ladenburg Thalmann & Co. Inc., Prospectus Department, 640 Fifth Avenue, 4th Floor, New York, New York 10019 or by email at [email protected].

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