On August 20, 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 pricing of an underwritten public offering for gross proceeds of $6 million prior to deducting underwriting commissions and offering expenses (Press release, Calidi Biotherapeutics, AUG 20, 2025, View Source [SID1234655453]).

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"We are extremely pleased to have priced this transaction despite difficult market conditions," said Eric Poma, Chief Executive Officer of Calidi Biotherapeutics. "This transaction included participation from current shareholders and new investors as well as management and board members."

The offering is comprised of (i) 1,472,764 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 price per Common Stock Unit is $2.00 and the price per Pre-Funded Unit is $1.999. The Series I warrant will have an exercise price of $2.00 per share, will be exercisable upon issuance, and have 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. is acting as sole book-running manager for the offering. Laidlaw & Company (U.K.) Ltd. is acting as a co-manager for the offering.

In addition, Calidi has granted the underwriters a 45-day option to purchase up to an additional 450,000 shares of common stock and/or warrants, at the public offering price, less underwriting discounts and commissions. This offering is expected to close on or about August 21, 2025, subject to the satisfaction of customary closing conditions.

The securities described above are being offered pursuant to a registration statement on Form S-1 (File No. 333-276741), which was declared effective by the United States Securities and Exchange Commission ("SEC") on August 21, 2025. A preliminary prospectus relating to the securities being offered was filed with the SEC on August 15, 2025, and is available on the SEC’s website at View Source The securities are being offered only by means of a prospectus which forms part of the effective registration statement and is available on the SEC’s website located at View Source A final prospectus relating to this Offering will be filed by the Company with the SEC. Electronic copies of the preliminary prospectus and the final prospectus, when available, 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.