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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): November 12, 2024

 

CALIDI BIOTHERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

 

Delaware   001-40789   86-2967193

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

4475 Executive Drive, Suite 200,

San Diego, California

  92121
(Address of principal executive offices)   (Zip Code)

 

(858) 794-9600

(Registrant’s telephone number, including area code)

 

N/A

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Title of Each Class   Trading Symbol(s)   Name of Each Exchange on Which Registered
Common stock, par value $0.0001 per share   CLDI   NYSE American LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

 

 

 
 

 

Item 2.02 Results of Operations and Financial Condition.

 

On November 12, 2024, Calidi Biotherapeutics, Inc. (the “Company”) issued a press release announcing certain financial results for the third quarter ended September 30, 2024, and certain recent corporate developments. A copy of the press release is incorporated herein by reference and is furnished as Exhibit 99.1.

 

The information under this Item 2.02 is being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 

Item 7.01 Regulation FD Disclosure.

 

The information under Item 2.02 above is incorporated herein by reference.

 

By filing this Current Report on Form 8-K and furnishing the information contained herein, the Company makes no admission as to the materiality of any information in this report that is required to be disclosed solely by reason of Regulation FD. The information in this Item 7.01 disclosure, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section. In addition, the information in this Item 7.01 disclosure, including Exhibits 99.1, shall not be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit   Exhibit Description
99.1   Press Release dated November 12, 2024
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 
 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  CALIDI BIOTHERAPEUTICS, INC.
Dated: November 12, 2024    
  By: /s/ Andrew Jackson
  Name: Andrew Jackson
  Title: Chief Financial Officer

 

 

 

 

 

Exhibit 99.1

 

 

Calidi Biotherapeutics Reports Third Quarter 2024 Operating and Financial Results

 

  - Announced FDA Clearance of the Northwestern University IND Application for NeuroNova (CLD-101) Clinical Trial in High-Grade Glioma.
     
  - Presented data supporting RTNova (CLD-400), the company’s systemic antitumor virotherapy platform, at the International Oncolytic Virotherapy Conference (IOVC) in Rotterdam, Netherlands, the Society for Immunotherapy of Cancer (SITC) Annual Meeting, and at Immuno US 2024 in San Diego, California.
     
  - Raised $2 million in a registered direct offering and concurrent private placement.

 

SAN DIEGO, November 12, 2024 —(Globe Newswire) — Calidi Biotherapeutics Inc. (NYSE American: CLDI) (“Calidi”), a clinical-stage biotechnology company developing a new generation of targeted antitumor virotherapies, today reported its operating and financial results for the third quarter ended September 30, 2024, and reviewed recent business highlights.

 

“Calidi continues to advance our development programs while expanding our industry-leading position in targeted antitumor virotherapies,” said Allan Camaisa, CEO and Chairman of the Board of Calidi Biotherapeutics. “In addition, we are pleased that Northwestern University has received U.S. FDA clearance to advance our CLD-101 program in the clinic for newly diagnosed high-grade glioma.”

 

Third Quarter 2024 and Recent Corporate Developments

 

  - The U.S. Food and Drug Administration (FDA) has cleared Northwestern University’s Investigational New Drug (IND) application for Calidi’s NeuroNova (CLD-101). CLD-101 is a novel stem-cell based platform designed to deliver oncolytic viruses to tumors, enhancing their antitumor effects. The Phase 1b/2 clinical trial in newly diagnosed high-grade glioma is expected to commence in early 2025 at Northwestern University.
     
  - Data was presented on RTNova (CLD-400), Calidi’s systemic antitumor virotherapy platform, at the International Oncolytic Virotherapy Conference (IOVC) in Rotterdam, Netherlands, at  Immuno US 2024 in San Diego, California and the Society for Immunotherapy of Cancer (SITC) annual meeting. RTNova is a systemic treatment designed for reduced elimination by the humoral immune system. It targets multiple tumor sites, killing tumor cells while altering the tumor immune microenvironment. This novel systemic therapeutic approach not only facilitates easier administration but also broadens the potential patient population who can benefit from this treatment.
     
  - Calidi announced in October the completion of a definitive securities purchase agreement with certain institutional investors, raising $2 million in a registered direct offering and concurrent private placement.

 

 
 

 

Third Quarter 2024 Financial Results

 

The Company reported a net loss of $5.1 million, or $0.65 per share, for the three months ended September 30, 2024, compared to a net loss of $2.0 million, or $1.41 per share, for the same period in 2023.

 

Research and development expenses were $2.2 million for the three months ended September 30, 2024, compared to $3.3 million for the comparable period in 2023, respectively.

 

General and administrative expenses were $3.1 million for the three months ended September 30, 2024, compared to $4.0 million for the comparable period in 2023, respectively.

 

The Company had approximately $1.9 million in cash and $0.2 million in restricted cash as of both September 30, 2024 and December 31, 2023.

 

About Calidi Biotherapeutics:

 

Calidi Biotherapeutics (NYSE American: CLDI) is a clinical-stage immuno-oncology company with proprietary technology designed to arm the immune system to fight cancer. Calidi’s novel stem cell-based platforms are utilizing potent allogeneic stem cells capable of carrying payloads of oncolytic viruses for use in multiple oncology indications, including high-grade gliomas and solid tumors. Calidi’s clinical stage off-the-shelf, universal cell-based delivery platforms are designed to protect, amplify, and potentiate oncolytic viruses leading to enhanced efficacy and improved patient safety. Calidi’s preclinical off-the-shelf enveloped virotherapies are designed to target disseminated solid tumors. This dual approach can potentially treat, or even prevent, metastatic disease. Calidi Biotherapeutics is headquartered in San Diego, California. For more information, please visit www.calidibio.com.

 

Forward-Looking Statements

 

This press release may contain forward-looking statements for purposes of the “safe harbor” provisions under the United States Private Securities Litigation Reform Act of 1995. Terms such as “anticipates,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predicts,” “project,” “should,” “towards,” “would” as well as similar terms, are forward-looking in nature, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements include, but are not limited to, statements concerning upcoming key milestones (including the reporting of interim clinical results and the dosing of patients), planned clinical trials, and statements relating to the safety and efficacy of Calidi’s therapeutic candidates in development. Any forward-looking statements contained in this discussion are based on Calidi’s current expectations and beliefs concerning future developments and their potential effects and are subject to multiple risks and uncertainties that could cause actual results to differ materially and adversely from those set forth or implied in such forward-looking statements. These risks and uncertainties include, but are not limited to, the risk that Calidi is not able to raise sufficient capital to support its current and anticipated clinical trials, the risk that early results of clinical trials do not necessarily predict final results and that one or more of the clinical outcomes may materially change following more comprehensive review of the data, and as more patient data becomes available, the risk that Calidi may not receive FDA approval for some or all of its therapeutic candidates. Other risks and uncertainties are set forth in the section entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in the Company’s Registration Statements filed with the SEC on (i) Form S-4 filed on August 2, 2023 and the corresponding prospectus filed on August 4, 2023, and (ii) on Form S-1 filed on April 15, 2024, and the Company’s periodic reports filed with the SEC on (i) Form 10-K filed on March 15, 2024, (ii) Form 10-Q filed on May 14, 2024, and (iii) Form 10-Q filed on August 13, 2024. These reports may be amended or supplemented by other reports we file with the SEC from time to time.

 

For Investors:

Dave Gentry, CEO

RedChip Companies, Inc.

1-407-644-4256

CLDI@redchip.com

 

 
 

 

CALIDI BIOTHERAPEUTICS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands except for par value data)

 

   September 30, 2024   December 31, 2023 
   (Unaudited)     
ASSETS          
CURRENT ASSETS          
Cash  $1,897   $1,949 
Prepaid expenses and other current assets   324    2,354 
Total current assets   2,221    4,303 
NONCURRENT ASSETS          
Machinery and equipment, net   982    1,270 
Operating lease right-of-use assets, net   3,237    4,073 
Other noncurrent assets   217    373 
TOTAL ASSETS  $6,657   $10,019 
LIABILITIES AND STOCKHOLDERS’ DEFICIT          
CURRENT LIABILITIES          
Accounts payable  $3,574   $2,796 
Related party accounts payable       81 
Accrued expenses and other current liabilities   2,567    4,896 
Related party accrued expenses and other current liabilities   496    536 
Term notes payable, net of discount, including accrued interest   242    529 
Related party term notes payable, net of discount, including accrued interest   2,631    278 
Related party bridge loan payable, including accrued interest   217     
Related party other current liability   620     
Finance lease liability, current   69    81 
Operating lease right-of-use liability, current   1,163    1,035 
Total current liabilities   11,579    10,232 
NONCURRENT LIABILITIES          
Operating lease right-of-use liability, noncurrent   2,161    3,037 
Finance lease liability, noncurrent   166    216 
Warrant liability   163    623 
Related party warrant liability   13    48 
Convertible notes payable, including accrued interest   1,773     
Related party term notes payable, net of discount, including accrued interest       2,060 
Promissory note   600     
Other noncurrent liabilities       1,500 
Related party other noncurrent liabilities       538 
TOTAL LIABILITIES   16,455    18,254 
Commitments and contingencies (Note 11)          
STOCKHOLDERS’ DEFICIT          
Common stock, $0.0001 par value, 330,000 shares authorized; 9,311 and 3,552 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively   1    1 
Additional paid-in capital   107,408    91,383 
Non-controlling interest   485     
Accumulated other comprehensive loss, net of tax   (74)   (47)
Accumulated deficit   (117,618)   (99,572)
Total stockholders’ deficit   (9,798)   (8,235)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT  $6,657   $10,019 

 

 
 

 

CALIDI BIOTHERAPEUTICS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

 

  

Three Months Ended

September 30,

 
   2024   2023 
   (Unaudited) 
OPERATING EXPENSES          
Research and development  $(2,153)  $(3,251)
General and administrative   (3,073)   (3,970)
Total operating expense   (5,226)   (7,221)
Loss from operations   (5,226)   (7,221)
OTHER INCOME (EXPENSES), NET          
Interest expense   (98)   (101)
Interest expense – related party   (134)   (223)
Change in fair value of debt, other liabilities, and derivatives   352    845 
Change in fair value of debt, other liabilities, and derivatives – related party   28    4,473 
Debt extinguishment       (139)
Debt extinguishment – related party       (332)
Grant income       693 
Other income (expense), net   8    (8)
Total other income (expenses), net   156    5,208 
LOSS BEFORE INCOME TAXES   (5,070)   (2,013)
Income tax credit (provision)   1    (11)
NET LOSS  $(5,069)  $(2,024)
Net loss attributable to noncontrolling interest   (15)    
NET LOSS ATTRIBUTABLE TO CONTROLLING INTEREST  $(5,054)  $(2,024)
Deemed dividend on warrants        
NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS  $(5,054)  $(2,024)
Net loss per share; basic and diluted  $(0.65)  $(1.41)
Weighted average common shares outstanding; basic and diluted   7,824    1,431