FLAG.WS / First Light Acquisition Group, Redeemable Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share - Документы SEC, Годовой отчет, Доверенное заявление

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): August 29, 2025 CALIDI BIOTHERAPE

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): August 29, 2025 CALIDI BIOTHERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40789 86-2967193 (State or other jurisdiction of incorporation) (Commi

EX-99.1

Exhibit 99.1

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): August 20, 2025 CALIDI BIOTHERAPE

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): August 20, 2025 CALIDI BIOTHERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40789 86-2967193 (State or other jurisdiction of incorporation) (Commi

Calidi Biotherapeutics Announces Closing of $6.9 Million Underwritten Public Offering and Full Exercise of Underwriters’ Over-Allotment Option

Exhibit 99.2 Calidi Biotherapeutics Announces Closing of $6.9 Million Underwritten Public Offering and Full Exercise of Underwriters’ Over-Allotment Option SAN DIEGO, Aug. 21, 2025 (GLOBE NEWSWIRE) — 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 ge

Calidi Biotherapeutics Announces Pricing of $6 Million Underwritten Public Offering

Exhibit 99.1 Calidi Biotherapeutics Announces Pricing of $6 Million Underwritten Public Offering SAN DIEGO, Aug. 20, 2025 (GLOBE NEWSWIRE) — 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, today announced

1,472,764 Common Stock Units Each Common Stock Unit Consisting of One Share of Common Stock and One Series I Warrant to Purchase One Share of Common Stock 1,528,000 Pre-Funded Warrant Units Each Pre-Funded Warrant Unit Consisting of One Pre-Funded Wa

Filed Pursuant to Rule 424(b)(4) Registration No. 333-289670 FINAL PROSPECTUS 1,472,764 Common Stock Units Each Common Stock Unit Consisting of One Share of Common Stock and One Series I Warrant to Purchase One Share of Common Stock 1,528,000 Pre-Funded Warrant Units Each Pre-Funded Warrant Unit Consisting of One Pre-Funded Warrant to Purchase One Share of Common Stock and One Series I Warrant to

Form of Underwriting Agreement

Exhibit 1.1 [] SHARES of Common Stock, pre-funded Warrants exercisable into [] shares of common stock AND Warrants exercisable into [] shares of common stock of CALIDI BIOTHERAPEUTICS, INC. UNDERWRITING AGREEMENT [*], 2025 Ladenburg Thalmann & Co. Inc. As the Representative of the Several underwriters, if any, named in Schedule I hereto 640 Fifth Avenue, 4th Floor New York, New York 10019 Ladies a

Filing Fee Table

EXHIBIT 107 Calculation of Filing Fee Table Form S-1 Calidi Biotherapeutics, Inc. Table 1. Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Security Proposed Maximum Aggregate Offering Price (1)(3) Fee Rate Amount of Registration Fee(2) Fees to Be Paid Equity Units, consistin

Subsidiaries of the Company

Exhibit 21.1 Name of Subsidiary Jurisdiction of Organization Calidi Biotherapeutics (Nevada), Inc. Nevada StemVac GmbH* Germany Calidi Biotherapeutics Australia Pty Ltd** Australia Nova Cell, Inc.*** Nevada Retail Biopharma, Inc.**** Nevada * StemVac GmbH is a wholly owned subsidiary of Calidi Biotherapeutics (Nevada), Inc., which is a wholly owned subsidiary of Calidi Biotherapeutics, Inc., a Del

Form of Representative Warrant

Exhibit 4.22 REPRESENTATIVE COMMON STOCK PURCHASE WARRANT CALIDI BIOTHERAPEUTICS, INC. Warrant Shares: [] Issue Date: [], 2025 THIS REPRESENTATIVE COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [], or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after

Form of Series I Common Stock Purchase Warrant

Exhibit 4.20 SERIES I COMMON STOCK PURCHASE WARRANT CALIDI BIOTHERAPEUTICS, INC. Warrant Shares: Issue Date: August [], 2025 THIS SERIES I COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the [*], 202

Form of Pre-Funded Common Stock Purchase Warrant

Exhibit 4.21 FORM OF PRE-FUNDED COMMON STOCK PURCHASE WARRANT CALIDI BIOTHERAPEUTICS, INC. Warrant Shares: Initial Exercise Date: , 2025 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or afte

Form of Warrant Agency Agreement

Exhibit 4.23 WARRANT AGENCY AGREEMENT WARRANT AGENCY AGREEMENT, dated as of , 2025 (“Agreement”), between Calidi Biotherapeutics, Inc., a Delaware corporation (the “Company”), and Equiniti Trust Company, LLC (the “Warrant Agent”). W I T N E S S E T H WHEREAS, pursuant to a registered offering (the “Offering”) by the Company of shares of common stock, par value $0.00001 per share (the “Common Stock

As filed with the Securities and Exchange Commission on August 15, 2025

As filed with the Securities and Exchange Commission on August 15, 2025 Registration No.

General Release of Claims and Separation Agreement by and between the Company and Dr. Boris Minev dated August 8, 2025.

Exhibit 10.1 Calidi Biotherapeutics, Inc. 7/24/2025 To: Boris Minev, MD 4587 Mercurio Street San Diego, CA 92130 Re: CONFIDENTIAL Separation Agreement Dear Boris: This letter sets forth the terms of the separation agreement (the “Agreement”) that Calidi Biotherapeutics, Inc. (the “Company”) is offering to aid in your employment transition. This Agreement shall be effective on the “Effective Date”

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): August 8, 2025 CALIDI BIOTHERAPEU

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): August 8, 2025 CALIDI BIOTHERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40789 86-2967193 (State or other jurisdiction of incorporation) (Commis

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-40789 Calidi Biotherapeutics, Inc. (Exact name of registrant a

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): August 8, 2025 CALIDI BIOTHERAPEU

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): August 8, 2025 CALIDI BIOTHERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40789 86-2967193 (State or other jurisdiction of incorporation) (Commis

Calidi Biotherapeutics Reports Second Quarter 2025 Financial Results and Recent Operational Highlights

Exhibit 99.1 Calidi Biotherapeutics Reports Second Quarter 2025 Financial Results and Recent Operational Highlights ● Presented preclinical data at the American Society of Clinical Oncology (ASCO) on CLD-401 demonstrating biological efficacy IL-15 superagonist delivery to metastatic tumor sites and reduced immune clearance through engineered CD55 membrane expression; IND filing expected by the end

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): August 4, 2025 Calidi Biotherapeu

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): August 4, 2025 Calidi Biotherapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40789 86-2967193 (State or other jurisdiction of incorporation) (Commis

Amendment to the Second Amended and Restated Certificate of Incorporation, as amended (incorporated by reference to Exhibit 3.1 to the Form 8-K filed with the SEC on August 7, 2025)

Exhibit 3.1 Certificate of Amendment to the Certificate of Incorporation Of Calidi Biotherapeutics, INC. This Certificate of Amendment to the Certificate of Incorporation of Calidi Biotherapeutics, Inc. (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, is hereby duly adopted pursuant to and in accordance with the provisions of Section 242 of the Del

Calidi announces Reverse Stock Split, expected to begin trading on a 1-for-12 split adjusted basis on August 5, 2025

Exhibit 99.1 Calidi announces Reverse Stock Split, expected to begin trading on a 1-for-12 split adjusted basis on August 5, 2025 SAN DIEGO, July 25, 2025 (GLOBE NEWSWIRE) — Calidi Biotherapeutics, Inc. (“Calidi” or the “Company”) (NYSE American: CLDI), a clinical-stage biotechnology company pioneering the development of targeted therapies with the potential to deliver genetic medicines to distal

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Other Events, Financial Statements and Exhibits

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): July 24, 2025 Calidi Biotherapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40789 86-2967193 (State or other jurisdiction of incorporation) (Commiss

Calidi Biotherapeutics, Inc. 4475 Executive Drive, Suite 200 San Diego, CA 92121 (858) 794-9600

Calidi Biotherapeutics, Inc. 4475 Executive Drive, Suite 200 San Diego, CA 92121 (858) 794-9600 July 24, 2025 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street N.E. Washington, D.C. 20549 Re: Calidi Biotherapeutics, Inc. Registration Statement on Form S-3 File No. 333-288784 Ladies and Gentlemen: Pursuant to Rule 461 promulgated under the Securities Act, the

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Calidi Biotherapeutics, Inc.

As filed with the Securities and Exchange Commission on July 18, 2025

As filed with the Securities and Exchange Commission on July 18, 2025 Registration No.

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): July 9, 2025 Calidi Biotherapeuti

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): July 9, 2025 Calidi Biotherapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40789 86-2967193 (State or other jurisdiction of incorporation) (Commissi

Calidi Biotherapeutics Announces Exercise of Warrants for $4.6 Million of Gross Proceeds

Exhibit 99.1 Calidi Biotherapeutics Announces Exercise of Warrants for $4.6 Million of Gross Proceeds SAN DIEGO, July 09, 2025 (GLOBE NEWSWIRE) - Calidi Biotherapeutics, Inc. (“Calidi” or the “Company”) (NYSE American: CLDI), a clinical-stage biotechnology company pioneering the development of targeted therapies with the potential to deliver genetic medicines to distal sites of disease, today anno

Calidi Biotherapeutics, Inc. 4475 Executive Drive, Suite 200 San Diego, CA 92121 (858) 794-9600

Calidi Biotherapeutics, Inc. 4475 Executive Drive, Suite 200 San Diego, CA 92121 (858) 794-9600 July 10, 2025 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street N.E. Washington, D.C. 20549 Re: Calidi Biotherapeutics, Inc. Registration Statement on Form S-1 File No. 333-288529 Ladies and Gentlemen: Pursuant to Rule 461 promulgated under

Form of Inducement Letter

Exhibit 10.1 July 9, 2025 [Name and Address of Holder] Re: Series A, B, C, D, E and F Warrant Exercise Agreement To Whom It May Concern: Calidi Biotherapeutics, Inc. (the “Company”) previously issued and delivered to you (“Holder” or “you” or “your”) the Company’s (i) Series A warrants to purchase shares of the Company’s voting common stock, par value $0.0001 per share (“Common Stock”) (the “Serie

6,935,579 Shares of Common Stock

PROSPECTUS SUPPLEMENT NO. 1 Filed Pursuant to Rule 424(b)(3) (To Prospectus Dated December 27, 2024) Registration No. 333-283741 6,935,579 Shares of Common Stock This prospectus supplement updates, amends and supplements the prospectus dated December 27, 2024 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-283741). This prospectus supplement i

Form of New Warrant

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

Up to 13,232,500 Common Stock Units Each Common Stock Unit Consisting of One Share of Common Stock One Series A Warrant to Purchase One Share of Common Stock One Series B Warrant to Purchase One Series B Unit Each Series B Unit Consisting of One Shar

PROSPECTUS SUPPLEMENT NO. 3 Filed Pursuant to Rule 424(b)(3) (To Prospectus Dated April 15, 2024) Registration No. 333-276741 Up to 13,232,500 Common Stock Units Each Common Stock Unit Consisting of One Share of Common Stock One Series A Warrant to Purchase One Share of Common Stock One Series B Warrant to Purchase One Series B Unit Each Series B Unit Consisting of One Share of Common Stock One Se

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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): July 9, 2025 Calidi Biotherapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40789 86-2967193 (State or other jurisdiction of incorporation) (Commissi

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Calidi Biotherapeutics, Inc.

Subsidiaries of the Company

Exhibit 21.1 Name of Subsidiary Jurisdiction of Organization Calidi Biotherapeutics (Nevada), Inc. Nevada StemVac GmbH* Germany Calidi Biotherapeutics Australia Pty Ltd** Australia Nova Cell, Inc.*** Nevada Retail Biopharma, Inc.**** Nevada * StemVac GmbH is a wholly owned subsidiary of Calidi Biotherapeutics (Nevada), Inc., which is a wholly owned subsidiary of Calidi Biotherapeutics, Inc., a Del

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Calidi Biotherapeutics, Inc. (Exact name of registrant as specified in its charter)

Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Calidi Biotherapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 2834 86-2967193 (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Empl

Confidentially submitted to the U.S. Securities and Exchange Commission on July 2, 2025. This draft registration statement has not been publicly filed with the U.S. Securities and Exchange Commission and all information herein remains strictly confid

Confidentially submitted to the U.S. Securities and Exchange Commission on July 2, 2025. This draft registration statement has not been publicly filed with the U.S. Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURI

* StemVac GmbH is a wholly owned subsidiary of Calidi Biotherapeutics (Nevada), Inc., which is a wholly owned subsidiary of Calidi Biotherapeutics, Inc., a Delaware corporation.

Exhibit 21.1 Name of Subsidiary Jurisdiction of Organization Calidi Biotherapeutics (Nevada), Inc. Nevada StemVac GmbH* Germany Calidi Biotherapeutics Australia Pty Ltd** Australia Nova Cell, Inc.*** Nevada Retail Biopharma, Inc.**** Nevada * StemVac GmbH is a wholly owned subsidiary of Calidi Biotherapeutics (Nevada), Inc., which is a wholly owned subsidiary of Calidi Biotherapeutics, Inc., a Del

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

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): May 14, 2025 CALIDI BIOTHERAPEUTI

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): May 14, 2025 CALIDI BIOTHERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40789 86-2967193 (State or other jurisdiction of incorporation) (Commissi

CALIDI BIOTHERAPEUTICS, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands except for par value data)

Exhibit 99.1 Calidi Biotherapeutics Reports First Quarter 2025 Financial Results and Recent Operational Highlights - Bolstered management team with hires of Chief Executive Officer and Chief Medical Officer with deep biopharmaceutical experience - Announced selection of IL15-superagonist as first payload to be delivered into tumors with Calidi’s first lead candidate using its systemic antitumor vi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-40789 Calidi Biotherapeutics, Inc. (Exact name of registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

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): April 30, 2025 CALIDI BIOTHERAPEU

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): April 30, 2025 CALIDI BIOTHERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40789 86-2967193 (State or other jurisdiction of incorporation) (Commis

Letter from Marcum LLP to the SEC, dated May 2, 2025 (incorporated by reference to Exhibit 16.1 to Form 8-K filed on May 2, 2025).

Exhibit 16.1 May 2, 2025 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by Calidi Biotherapeutics, Inc. under Item 4.01 of its Form 8-K dated May 2, 2025. We agree with the statements concerning our Firm in such Form 8-K; we are not in a position to agree or disagree with other statements of Calidi Biotherapeutics, Inc. co

Calidi Biotherapeutics Announces Chief Executive Officer Transition and Appointment of Eric Poma, Ph.D. as CEO and Director

Exhibit 99.1 Calidi Biotherapeutics Announces Chief Executive Officer Transition and Appointment of Eric Poma, Ph.D. as CEO and Director SAN DIEGO, Apr. 23, 2025 (GLOBE NEWSWIRE) – Calidi Biotherapeutics Inc. (NYSE American: CLDI) (“Calidi”), a clinical-stage biotechnology company developing a new generation of targeted antitumor virotherapies, today announced the succession of its Chief Executive

Executive Employment Agreement by and between the Company and Eric Poma dated April 22, 2025.

Exhibit 10.2 EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”) is entered into by and between Calidi Biotherapeutics, Inc., a Delaware Corporation, (the “Company”), and Eric Poma, Ph.D. (“Executive”), effective as of April 22, 2025, (the “Effective Date”). The Company and Executive are collectively referred to herein as the “Parties.” Whereas the Company desires to employ Executive

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits

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): April 17, 2025 CALIDI BIOTHERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40789 86-2967193 (State or other jurisdiction of incorporation) (Commis

General Release of Claims and Transition Agreement by and between the Company and Allan Camaisa dated April 21, 2025.

Exhibit 10.1 GENERAL RELEASE OF CLAIMS AND TRANSITION AGREEMENT This GENERAL RELEASE OF CLAIMS AND TRANSITION AGREEMENT (“Agreement”) is made and entered into by and between Calidi Biotherapeutics, Inc. (“Company”) and Allan Camaisa (“Executive”) (collectively referred to as the “Parties”) on the terms and conditions set forth below. RECITALS WHEREAS, Executive resigns from his employment relation

Calidi Biotherapeutics Announces Appointment of Guy Travis Clifton, MD as Chief Medical Officer, Consultant and Advisor

Exhibit 99.1 Calidi Biotherapeutics Announces Appointment of Guy Travis Clifton, MD as Chief Medical Officer, Consultant and Advisor SAN DIEGO, Apr. 10, 2025 (GLOBE NEWSWIRE) – Calidi Biotherapeutics Inc. (NYSE American: CLDI) (“Calidi”), a clinical-stage biotechnology company developing a new generation of targeted antitumor virotherapies, today announced the appointment of Guy Travis Clifton, MD

Regulation FD Disclosure, Financial Statements and Exhibits

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): April 8, 2025 CALIDI BIOTHERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40789 86-2967193 (State or other jurisdiction of incorporation) (Commiss

Form of the Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to Form 8-K filed on April 1, 2025).

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of March , 2025, between Calidi Biotherapeutics, Inc. Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and co

Form of the Placement Agency Agreement (incorporated by reference to Exhibit 10.2 to Form 8-K filed on April 1, 2025).

Exhibit 10.2 PLACEMENT AGENCY AGREEMENT March 27, 2025 Ladenburg Thalmann & Co. Inc. 999 Vanderbilt Beach Road, Suite 200 Naples, Florida 34105 Ladies and Gentlemen: Introduction. Subject to the terms and conditions herein (this “Agreement”), Calidi Biotherapeutics, Inc., a Delaware corporation (the “Company”), hereby agrees to sell (A) up to 3,325,000 shares (the “Shares”) of common stock of voti

Calidi Biotherapeutics Announces Pricing of $3.9 Million Registered Direct Offering and Concurrent Private Placement

Exhibit 99.1 Calidi Biotherapeutics Announces Pricing of $3.9 Million Registered Direct Offering and Concurrent Private Placement SAN DIEGO, March 28, 2025 – Calidi Biotherapeutics, Inc. (NYSE AMERICAN: CLDI) (“Calidi” or the “Company”), a clinical-stage biotechnology company developing a new generation of targeted immunotherapies, today announced that it has entered into a definitive securities p

Form of the Pre-funded Warrant (incorporated by reference to Exhibit 4.1 to Form 8-K filed on April 1, 2025).

Exhibit 4.1 FORM OF PRE-FUNDED COMMON STOCK PURCHASE WARRANT CALIDI BIOTHERAPEUTICS, INC. Warrant Shares: Initial Exercise Date: , 2025 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after

Calidi Biotherapeutics Announces Closing of $3.9 Million Registered Direct Offering and Concurrent Private Placement

Exhibit 99.2 Calidi Biotherapeutics Announces Closing of $3.9 Million Registered Direct Offering and Concurrent Private Placement SAN DIEGO, March 31, 2025 – Calidi Biotherapeutics, Inc. (NYSE AMERICAN: CLDI) (“Calidi” or the “Company”), a clinical-stage biotechnology company developing a new generation of targeted immunotherapies, today announced the closing of its previously announced registered

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Other Events

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): March 28, 2025 CALIDI BIOTHERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40789 86-2967193 (State or other jurisdiction of incorporation) (Commis

Form of the Placement Agent Warrant (incorporated by reference to Exhibit 4.3 to Form 8-K filed on April 1, 2025).

Exhibit 4.3 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

Form of the Series G Common Warrant (incorporated by reference to Exhibit 4.2 to Form 8-K filed on April 1, 2025).

Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-40789 CALIDI BIOTHERAPEUTICS, INC. (Exact name of registrant as sp

Calidi Biotherapeutics Reports Fourth Quarter and Full-Year 2024 Financial Results and Recent Operational Highlights

Exhibit 99.1 Calidi Biotherapeutics Reports Fourth Quarter and Full-Year 2024 Financial Results and Recent Operational Highlights - Announced demonstrated ability to deliver transient gene therapy (payload) to tumors using systemic antitumor virotherapy platform - Filed IND in March 2025 for CLD-201 company sponsored Phase 1 trial to treat multiple solid tumors - Commencement of recruitment for Ph

Calidi Biotherapeutics, Inc. 3,325,000 Shares of Common Stock Pre-funded Warrants to purchase up to 2,728,000 shares of Common Stock 2,728,000 Shares of Common Stock underlying the Pre-funded Warrants

Filed Pursuant to Rule 424(b)(5) Registration No. 333-284229 Prospectus Supplement (to Prospectus dated February 7, 2025) Calidi Biotherapeutics, Inc. 3,325,000 Shares of Common Stock Pre-funded Warrants to purchase up to 2,728,000 shares of Common Stock 2,728,000 Shares of Common Stock underlying the Pre-funded Warrants Calidi Biotherapeutics, Inc. (the “Company” or “we” or “our” or “us”) is offe

Regulation FD Disclosure, Results of Operations and Financial Condition, Financial Statements and Exhibits

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): March 31, 2025 CALIDI BIOTHERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40789 86-2967193 (State or other jurisdiction of incorporation) (Commis

Description of Registrant’s Securities

Exhibit 4.(vi) DESCRIPTION OF SECURITIES The following is a summary of the rights of our capital stock and warrants and some of the provisions of our second amended and restated certificate of incorporation (the “Charter”) and amended and restated bylaws, as amended (the “Bylaws”), and relevant provisions of the Delaware General Corporation Law (“DGCL”). The descriptions herein are qualified by re

Calidi Biotherapeutics Announces Demonstrated Ability To Deliver Transient Gene Therapy (Payload) To Tumors Using Systemic Platform

Exhibit 99.1 Calidi Biotherapeutics Announces Demonstrated Ability To Deliver Transient Gene Therapy (Payload) To Tumors Using Systemic Platform SAN DIEGO, Mar. 10, 2025 (GLOBE NEWSWIRE) – Calidi Biotherapeutics Inc. (NYSE American: CLDI) (“Calidi”), a clinical-stage biotechnology company developing a new generation of targeted antitumor virotherapies, today announced promising preclinical results

Regulation FD Disclosure, Financial Statements and Exhibits

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): March 10, 2025 CALIDI BIOTHERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40789 86-2967193 (State or other jurisdiction of incorporation) (Commis

EX-99.2

Exhibit 99.2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 10, 2025 CALIDI BIOTHE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 10, 2025 CALIDI BIOTHERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40789 86-2967193 (State or other jurisdiction of incorporation) (C

Calidi Biotherapeutics, Inc. 4475 Executive Drive, Suite 200 San Diego, CA 92121 (858) 794-9600

Calidi Biotherapeutics, Inc. 4475 Executive Drive, Suite 200 San Diego, CA 92121 (858) 794-9600 February 5, 2025 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street N.E. Washington, D.C. 20549 Re: Calidi Biotherapeutics, Inc. Registration Statement on Form S-3 File No. 333-284229 Ladies and Gentlemen: Pursuant to Rule 461 promulgated under the Securities Act,

Up to $6,100,000 Common Stock

Filed Pursuant to Rule 424(b)(5) Registration No. 333-282456 PROSPECTUS SUPPLEMENT (To Amendment No. 1 Dated November 29, 2024 To Prospectus Supplement Dated October 23, 2024 To Prospectus Supplement dated October 11, 2024 and Prospectus dated October 10, 2024) Up to $6,100,000 Common Stock This prospectus supplement (“Prospectus Supplement”) amends and supplements the information in the prospectu

Other Events, Financial Statements and Exhibits

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): February 4, 2025 CALIDI BIOTHERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40789 86-2967193 (State or other jurisdiction of incorporation) (Comm

Regulation FD Disclosure, Results of Operations and Financial Condition, Termination of a Material Definitive Agreement, Financial Statements and Exhibits

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): January 23, 2025 CALIDI BIOTHERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40789 86-2967193 (State or other jurisdiction of incorporation) (Comm

Calidi Biotherapeutics Announces Bolstered Cash Balance and Termination of its Standby Equity Purchase Agreement

Exhibit 99.1 Calidi Biotherapeutics Announces Bolstered Cash Balance and Termination of its Standby Equity Purchase Agreement SAN DIEGO, January 28, 2025 (GLOBE NEWSWIRE) - Calidi Biotherapeutics Inc. (NYSE American: CLDI) (“Calidi”), a clinical-stage biotechnology company developing a new generation of targeted antitumor virotherapies, today announced that its ending cash balance at December 31,

Form of the Placement Agency Agreement (incorporated by reference to Exhibit 10.1 to Form 8-K filed on January 10, 2025).

Exhibit 10.1 PLACEMENT AGENCY AGREEMENT January 9. 2025 Ladenburg Thalmann & Co. Inc. 999 Vanderbilt Beach Road, Suite 200 Naples, Florida 34105 Ladies and Gentlemen: Introduction. Subject to the terms and conditions herein (this “Agreement”), Calidi Biotherapeutics, Inc., a Delaware corporation (the “Company”), hereby agrees to sell up to 5,000,000 shares (the “Shares”) of voting common stock (“C

Calidi Biotherapeutics Announces Proposed Public Offering

Exhibit 99.2 Calidi Biotherapeutics Announces Proposed Public Offering SAN DIEGO, January 8, 2025 – Calidi Biotherapeutics, Inc. (NYSE AMERICAN: CLDI) (“Calidi” or the “Company”), a clinical-stage biotechnology company developing a new generation of targeted immunotherapies, today announced that it intends to offer to sell shares of its common stock (and/or pre-funded warrants (“Pre-Funded Warrant

Other Events, Financial Statements and Exhibits

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): January 10, 2025 CALIDI BIOTHERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40789 86-2967193 (State or other jurisdiction of incorporation) (Comm

Calidi Biotherapeutics Announces Pricing of $4.25 Million Public Offering of Common Stock

Exhibit 99.3 Calidi Biotherapeutics Announces Pricing of $4.25 Million Public Offering of Common Stock SAN DIEGO, January 10, 2025 – Calidi Biotherapeutics, Inc. (NYSE AMERICAN: CLDI) (“Calidi” or the “Company”), a clinical-stage biotechnology company developing a new generation of targeted immunotherapies, today announced that it priced its public offering of 5,000,000 shares of common stock at a

Calidi Biotherapeutics, Inc. 5,000,000 Shares of Common Stock

Filed Pursuant to Rule 424(b)(5) Registration No. 333-282456 Prospectus Supplement (to Prospectus dated October 10, 2024) Calidi Biotherapeutics, Inc. 5,000,000 Shares of Common Stock Calidi Biotherapeutics, Inc. (the “Company” or “we” or “our” or “us”) is offering 5,000,000 shares (“Shares”) of the Company’s Common Stock, par value $0.0001 per share (“Common Stock”), pursuant to this prospectus s

EX-99.1

Exhibit 99.1

Form of the Placement Agent Warrant (incorporated by reference to Exhibit 4.3 to Form 8-K filed on January 10, 2025).

Exhibit 4.3 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

As filed with the Securities and Exchange Commission on January 10, 2025.

As filed with the Securities and Exchange Commission on January 10, 2025. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CALIDI BIOTHERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 86-2967193 (State or Other Jurisdiction of Incorporation or Organization)

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Other Events

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): January 8, 2025 CALIDI BIOTHERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40789 86-2967193 (State or other jurisdiction of incorporation) (Commi

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Calidi Biotherapeutics, Inc.

SUBJECT TO COMPLETION, DATED JANUARY 8, 2025

Filed Pursuant to Rule 424(b)(5) Registration No. 333-282456 This preliminary prospectus supplement relates to an effective registration statement under the Securities Act of 1933, as amended, but the information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying base prospectus are not an offer to sell and are

Calidi Biotherapeutics, Inc. 4475 Executive Drive, Suite 200 San Diego, CA 92121 (858) 794-9600

Calidi Biotherapeutics, Inc. 4475 Executive Drive, Suite 200 San Diego, CA 92121 (858) 794-9600 December 26, 2024 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street N.E. Washington, D.C. 20549 Re: Calidi Biotherapeutics, Inc. Registration Statement on Form S-1 File No. 333-283741 Ladies and Gentlemen: Pursuant to Rule 461 promulgated under the Securities Act

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Calidi Biotherapeutics, Inc. (Exact name of registrant as specified in its charter)

Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Calidi Biotherapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 86-2967193 (State or other jurisdiction of incorporation) (IRS Employer Identification No.) 2834 Primary Standard Industrial Classification Code Num

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Calidi Biotherapeutics, Inc.

Up to $5,100,000 Common Stock

Filed Pursuant to Rule 424(b)(5) Registration No. 333-282456 AMENDMENT NO. 1 Dated November 29, 2024 To Prospectus Supplement Dated October 23, 2024 (To Prospectus Supplement dated October 11, 2024 and Prospectus dated October 10, 2024) Up to $5,100,000 Common Stock This Amendment No. 1 to Prospectus Supplement (this “Amendment”) amends our prospectus supplement dated October 23, 2024 (the “Prospe

Regulation FD Disclosure, Financial Statements and Exhibits

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 18, 2024 CALIDI BIOTHERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40789 86-2967193 (State or other jurisdiction of incorporation) (Com

Calidi Biotherapeutics Presents Data Supporting RTNova Systemic Technology to Target Metastatic Lung Cancer

Exhibit 99.1 Calidi Biotherapeutics Presents Data Supporting RTNova Systemic Technology to Target Metastatic Lung Cancer SAN DIEGO, November 18, 2024 (GLOBE NEWSWIRE) - Calidi Biotherapeutics Inc. (NYSE American: CLDI) (“Calidi”), a clinical-stage biotechnology company developing a new generation of targeted antitumor virotherapies, presented data at the International Oncolytic Virotherapy Confere

Calidi Biotherapeutics Announces Proposed Public Offering

Exhibit 99.1 Calidi Biotherapeutics Announces Proposed Public Offering SAN DIEGO, November 13, 2024 – Calidi Biotherapeutics, Inc. (NYSE AMERICAN: CLDI) (“Calidi” or the “Company”), a clinical-stage biotechnology company developing a new generation of targeted immunotherapies, today announced that it intends to offer to sell shares of its common stock (and/or pre-funded warrants (“Pre-Funded Warra

Calidi Biotherapeutics Announces Closing of $7.5 Million Public Offering of Common Stock

Exhibit 99.3 Calidi Biotherapeutics Announces Closing of $7.5 Million Public Offering of Common Stock SAN DIEGO, November 15, 2024 (GLOBE NEWSWIRE) - Calidi Biotherapeutics Inc. (NYSE American: CLDI) (“Calidi”), a clinical-stage biotechnology company developing a new generation of targeted antitumor virotherapies, today announced the closing of its previously announced public offering of 4,437,869

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Other Events

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 14, 2024 CALIDI BIOTHERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40789 86-2967193 (State or other jurisdiction of incorporation) (Com

Form of the Placement Agent Warrant (incorporated by reference to Exhibit 4.3 to Form 8-K filed on November 15, 2024).

Exhibit 4.3 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

Calidi Biotherapeutics, Inc. 4,437,869 Shares of Common Stock

Filed Pursuant to Rule 424(b)(5) Registration No. 333-282456 Prospectus Supplement (to Prospectus dated October 10, 2024) Calidi Biotherapeutics, Inc. 4,437,869 Shares of Common Stock Calidi Biotherapeutics, Inc. (the “Company” or “we” or “our” or “us”) is offering (“Offering”) 4,437,869 shares (“Shares”) of the Company’s Common Stock, par value $0.0001 per share (“Common Stock”), pursuant to this

Calidi Biotherapeutics Announces Pricing of $7.5 Million Public Offering of Common Stock

Exhibit 99.2 Calidi Biotherapeutics Announces Pricing of $7.5 Million Public Offering of Common Stock SAN DIEGO, November 14, 2024 – Calidi Biotherapeutics, Inc. (NYSE AMERICAN: CLDI) (“Calidi” or the “Company”), a clinical-stage biotechnology company developing a new generation of targeted immunotherapies, today announced that it has priced its public offering of 4,437,869 shares of the Company’s

Form of the Placement Agency Agreement (incorporated by reference to Exhibit 10.1 to Form 8-K filed on November 15, 2024).

Exhibit 10.1 PLACEMENT AGENCY AGREEMENT November 14, 2024 Ladenburg Thalmann & Co. Inc. 999 Vanderbilt Beach Road, Suite 200 Naples, Florida 34105 Ladies and Gentlemen: Introduction. Subject to the terms and conditions herein (this “Agreement”), Calidi Biotherapeutics, Inc., a Delaware corporation (the “Company”), hereby agrees to sell up to 4,437,869 shares (the “Shares”) of common stock of votin

SUBJECT TO COMPLETION, DATED NOVEMBER 13, 2024

Filed Pursuant to Rule 424(b)(5) Registration No. 333-282456 This preliminary prospectus supplement relates to an effective registration statement under the Securities Act of 1933, as amended, but the information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying base prospectus are not an offer to sell and are

Regulation FD Disclosure, Results of Operations and Financial Condition, Financial Statements and Exhibits

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) (Com

Calidi Biotherapeutics Reports Third Quarter 2024 Operating and Financial Results

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 Rotter

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-40789 Calidi Biotherapeutics, Inc. (Exact name of registr

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES NYSE American LLC ("NYSE American" or the "Exchange") hereby notifies the Securities and Exchange Commission (the "Commission") of its intention to remove the Redeemable Warrants, each whole warrant exercisable for 1/10th of a share of common stock at an exercise price of $115.

Form of the Placement Agent Warrant (incorporated by reference to Exhibit 4.3 to Form 8-K filed on October 24, 2024).

Exhibit 4.3 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

Form of the Series F Common Warrant (incorporated by reference to Exhibit 4.2 to Form 8-K filed on October 24, 2024).

Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

Calidi Biotherapeutics Announces Pricing of $2 Million Registered Direct Offering and Concurrent Private Placement

Exhibit 99.1 Calidi Biotherapeutics Announces Pricing of $2 Million Registered Direct Offering and Concurrent Private Placement SAN DIEGO, Oct. 23, 2024 (GLOBE NEWSWIRE) — Calidi Biotherapeutics, Inc. (NYSE AMERICAN: CLDI) (“Calidi” or the “Company”), a clinical-stage biotechnology company developing a new generation of targeted immunotherapies, today announced that it has entered into a definitiv

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Other Events

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): October 23, 2024 CALIDI BIOTHERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40789 86-2967193 (State or other jurisdiction of incorporation) (Comm

Calidi Biotherapeutics, Inc. 2,050,000 Shares of Common Stock

Filed Pursuant to Rule 424(b)(5) Registration No. 333-282456 Prospectus Supplement (to Prospectus dated October 10, 2024) Calidi Biotherapeutics, Inc. 2,050,000 Shares of Common Stock Calidi Biotherapeutics, Inc. (the “Company” or “we” or “our” or “us”) is offering (“Offering”) 2,050,000 shares (“Shares”) of the Company’s Common Stock, par value $0.0001 per share (“Common Stock”), pursuant to this

Form of the Series E Common Warrant (incorporated by reference to Exhibit 4.1 to Form 8-K filed on October 24, 2024).

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

Form of the Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to Form 8-K filed on October 24, 2024).

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of October 23, 2024, between Calidi Biotherapeutics, Inc. Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms an

Form of the Placement Agency Agreement (incorporated by reference to Exhibit 10.2 to Form 8-K filed on October 24, 2024).

Exhibit 10.2 PLACEMENT AGENCY AGREEMENT October 23, 2024 Ladenburg Thalmann & Co. Inc. 999 Vanderbilt Beach Road, Suite 200 Naples, Florida 34105 Ladies and Gentlemen: Introduction. Subject to the terms and conditions herein (this “Agreement”), Calidi Biotherapeutics, Inc., a Delaware corporation (the “Company”), hereby agrees to sell (A) up to 2,050,000 registered shares (the “Shares”) of common

The date of this prospectus supplement is October 23, 2024.

Filed Pursuant to Rule 424(b)(5) Registration No. 333-282456 PROSPECTUS SUPPLEMENT (To Prospectus Supplement dated October 11, 2024 and Prospectus dated October 10, 2024) This prospectus supplement supplements and amends certain information contained in the prospectus dated October 10, 2024 (the “Base Prospectus”), as supplemented by our prospectus supplement dated October 11, 2024 (the “Prospectu

Regulation FD Disclosure, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

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): October 17, 2024 CALIDI BIOTHERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40789 86-2967193 (State or other jurisdiction of incorporation) (Comm

EX-99.1

Exhibit 99.1

Regulation FD Disclosure, Financial Statements and Exhibits

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): October 18, 2024 CALIDI BIOTHERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40789 86-2967193 (State or other jurisdiction of incorporation) (Comm

NYSE American to Commence Delisting Proceedings with Respect to the Warrants of Calidi Biotherapeutics, Inc. (CLDI WS)

Exhibit 99.1 NYSE American to Commence Delisting Proceedings with Respect to the Warrants of Calidi Biotherapeutics, Inc. (CLDI WS) SAN DIEGO—(GLOBE NEWSWIRE)— Calidi Biotherapeutics, Inc. (NYSE American: CLDI) (“Calidi”), a clinical-stage biotechnology company developing a new generation of targeted antitumor virotherapies, today announced that the staff of NYSE Regulation has determined to comme

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): October 11, 2024 CALIDI BIOTHERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40789 86-2967193 (State or other jurisdiction of incorporation) (Comm

Calidi Biotherapeutics, Inc. Up to $5,100,000 Shares of Common Stock

424B5 1 form424b5.htm Filed Pursuant to Rule 424(b)(5) Registration No. 333-282456 Prospectus Supplement (to Prospectus dated October 10, 2024) Calidi Biotherapeutics, Inc. Up to $5,100,000 Shares of Common Stock On October 11, 2024, we entered into at the market offering agreement (the “Sales Agreement”), with Ladenburg Thalmann & Co. Inc. (“Ladenburg”), relating to the offer and sale of shares o

At the Market Offering Agreement dated October 11, 2024, by and between the Company and Ladenburg Thalmann & Co. Inc.

Exhibit 10.1 AT THE MARKET OFFERING AGREEMENT October 11, 2024 Ladenburg Thalmann & Co. Inc. 640 Fifth Avenue, 4th Floor New York, NY 10019 Ladies and Gentlemen: Calidi Biotherapeutics, Inc., a corporation organized under the laws of Delaware (the “Company”), confirms its agreement (this “Agreement”) with Ladenburg Thalmann & Co. Inc. (the “Manager”) as follows: 1. Definitions. The terms that foll

October 8, 2024

October 8, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street NE Washington, D.C. 20549 Attention: Doris Stacey Gama Re: Calidi Biotherapeutics, Inc. Registration Statement on Form S-3 File No. 333-282456 Filed on October 1, 2024, as amended October 7, 2024 Ladies and Gentlemen: Pursuant to Rule 461 of the General Rules and Regu

As filed with the Securities and Exchange Commission on October 7, 2024.

As filed with the Securities and Exchange Commission on October 7, 2024. Registration No. 333-282456 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 (Amendment No. 1) REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CALIDI BIOTHERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 86-2967193 (State or Other Jurisdiction of Incorpor

Form of 2016 Equity Incentive Plan Stock Option Grant Notice And Stock Option Agreement

Exhibit 4.9 CALIDI BIOTHERAPEUTICS INC. 2016 EQUITY INCENTIVE PLAN STOCK OPTION GRANT NOTICE AND STOCK OPTION AGREEMENT Calidi Biotherapeutics, Inc. (the “Company”), pursuant to its 2016 Equity Incentive Plan (the “Plan”), hereby grants to the holder listed below (“Participant”), an option to purchase the number of shares of the Company’s Stock set forth below (the “Option”). This Option is subjec

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Calidi Biotherapeutics, Inc.

Form of 2019 Equity Incentive Plan Stock Option Grant Notice And Stock Option Agreement

Exhibit 4.10 CALIDI BIOTHERAPEUTICS INC. 2019 EQUITY INCENTIVE PLAN STOCK OPTION GRANT NOTICE AND STOCK OPTION AGREEMENT Calidi Biotherapeutics, Inc. (the “Company”), pursuant to its 2019 Equity Incentive Plan (the “Plan”), hereby grants to the holder listed below (“Participant”), an option to purchase the number of shares of the Company’s Stock set forth below (the “Option”). This Option is subje

As filed with the Securities and Exchange Commission on October 1, 2024

As filed with the Securities and Exchange Commission on October 1, 2024 Registration No.

Form of Restricted Stock Unit Award Agreement (Non-Executive Director)

Exhibit 4.8 CALIDI BIOTHERAPEUTICS, INC. RESTRICTED STOCK UNIT AWARD AGREEMENT UNDER THE CALIDI BIOTHERAPEUTICS, INC. 2023 EQUITY INCENTIVE PLAN (Non-Employee Director) TO: To encourage your continued service as of Calidi Biotherapeutics, Inc. (the “Company”) or its subsidiary, you have been granted this restricted stock unit award (the “Award”) pursuant to the Company’s 2023 Equity Incentive Plan

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Calidi Biotherapeutics, Inc.

As filed with the Securities and Exchange Commission on October 1, 2024.

As filed with the Securities and Exchange Commission on October 1, 2024. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CALIDI BIOTHERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 86-2967193 (State or Other Jurisdiction of Incorporation or Organization) (

Form of Incentive Stock Option Agreement (2023 Plan)

Exhibit 4.5 CALIDI BIOTHERAPEUTICS, INC. FORM OF INCENTIVE STOCK OPTION AGREEMENT , 20 [NAME OF PARTICIPANT] [Address of Participant] Dear Participant: Pursuant to the terms and conditions of the Calidi Biotherapeutics, Inc. 2023 Equity Incentive Plan (the “Plan”) and this Incentive Stock Option Agreement, together with the attached Terms and Conditions, which are incorporated herein by reference

Form of Non-Qualified Stock Option Agreement (2023 Plan)

Exhibit 4.6 CALIDI BIOTHERAPEUTICS, INC. FORM OF NON-QUALIFIED STOCK OPTION AGREEMENT , 20 [NAME OF PARTICIPANT] [Address of Participant] Dear Participant: Pursuant to the terms and conditions of the Calidi Biotherapeutics, Inc. 2023 Equity Incentive Plan (the “Plan”) and this Non-Qualified Stock Option Agreement, together with the attached Terms and Conditions, which are incorporated herein by re

Form of Restricted Stock Unit Award Agreement

Exhibit 4.7 CALIDI BIOTHERAPEUTICS, INC. RESTRICTED STOCK UNIT AWARD AGREEMENT UNDER THE CALIDI BIOTHERAPEUTICS, INC. 2023 EQUITY INCENTIVE PLAN TO: To encourage your continued service as of Calidi Biotherapeutics, Inc. (the “Company”) or its subsidiary, you have been granted this restricted stock unit award (the “Award”) pursuant to the Company’s 2023 Equity Incentive Plan (the “Plan”). The Award

Calidi Biotherapeutics Announces FDA Clearance of the Northwestern University IND Application for CLD-101 Clinical Trial in High-Grade Glioma Trial will evaluate multiple doses of CLD-101 for the treatment of newly diagnosed high-grade glioma CLD-101

Exhibit 99.1 Calidi Biotherapeutics Announces FDA Clearance of the Northwestern University IND Application for CLD-101 Clinical Trial in High-Grade Glioma Trial will evaluate multiple doses of CLD-101 for the treatment of newly diagnosed high-grade glioma CLD-101 is Calidi’s novel allogeneic immunotherapy utilizing neural stem cells to deliver engineered oncolytic adenoviruses Phase 1b/2 trial exp

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): September 30, 2024 CALIDI BIOTHER

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): September 30, 2024 CALIDI BIOTHERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40789 86-2967193 (State or other jurisdiction of incorporation) (Co

Submission of Matters to a Vote of Security Holders

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): September 20, 2024 Calidi Biotherapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40789 86-2967193 (State or other jurisdiction of incorporation) (Co

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): September 11, 2024 CALIDI BIOTHER

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): September 11, 2024 CALIDI BIOTHERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40789 86-2967193 (State or other jurisdiction of incorporation) (Co

Presentation titled “Systemic and Localized Antitumor Virotherapies”

Exhibit 1

US3207032000 / First Light Acquisition Group, Inc. / Funicular Funds, LP Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Calidi Biotherapeutics, Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 320703309 (CUSIP Number) September 4, 2024 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule

EX-99.1

Exhibit 99.1

Regulation FD Disclosure, Financial Statements and Exhibits

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): August 22, 2024 CALIDI BIOTHERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40789 86-2967193 (State or other jurisdiction of incorporation) (Commi

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): August 16, 2024 CALIDI BIOTHERAPE

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): August 16, 2024 CALIDI BIOTHERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40789 86-2967193 (State or other jurisdiction of incorporation) (Commi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

Regulation FD Disclosure, Results of Operations and Financial Condition, Financial Statements and Exhibits

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): August 13, 2024 CALIDI BIOTHERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40789 86-2967193 (State or other jurisdiction of incorporation) (Commi

Calidi Biotherapeutics Reports Second Quarter 2024 Operating and Financial Results

Exhibit 99.1 Calidi Biotherapeutics Reports Second Quarter 2024 Operating and Financial Results - Launched Nova Cell subsidiary with $2 million investment from Dr. Ronald Rigor to advance Calidi’s Adult Adipose Allogeneic (AAA) stem cell innovative programs - Strengthened team with the appointment of Dr. George E. Peoples, MD, FACS, adjunct professor of Surgical Oncology at MD Anderson Cancer Cent

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-40789 Calidi Biotherapeutics, Inc. (Exact name of registrant a

Form of the Scientific and Medical Advisory Board Consulting Agreement dated July 28, 2024, by and among Calidi Biotherapeutics, Inc. and Dr. Ronald Rigor (incorporated by reference to Exhibit 10.2 to Form 8-K filed on July 29, 2024).

Exhibit 10.2

Calidi Biotherapeutics Announces Launch of Nova Cell Subsidiary and $3 Million Aggregate Investment from Dr. Ronald Rigor

Exhibit 99.1 Calidi Biotherapeutics Announces Launch of Nova Cell Subsidiary and $3 Million Aggregate Investment from Dr. Ronald Rigor San Diego, Calif., July 29, 2024 —(GLOBE NEWSWIRE)— Calidi Biotherapeutics, Inc. (NYSE American: CLDI or “Calidi”), a clinical-stage biotechnology company developing a new generation of targeted antitumor virotherapies, announced a $2 million strategic investment b

Intellectual Property Assignment Agreement, dated July 28, 2024, by and among Calidi Biotherapeutics, Inc. and Nova Cell, Inc. (incorporated by reference to Exhibit 10.3 to Form 8-K filed on July 29, 2024).

Exhibit 10.3 INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT This Intellectual Property Assignment Agreement (this “IP Assignment Agreement”), dated as of July 28, 2024 (the “Effective Date”), is entered into by and between CALIDI BIOTHERAPEUTICS, INC., a Nevada corporation (“Assignor”), and NOVA CELL, INC., a Nevada corporation (“Assignee”). WHEREAS, Assignor and Assignee have agreed that Assignor wil

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): July 26, 2024 CALIDI BIOTHERAPEUT

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): July 26, 2024 CALIDI BIOTHERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40789 86-2967193 (State or other jurisdiction of incorporation) (Commiss

Common Stock Purchase Warrant, dated as of July 28, 2024 (incorporated by reference to Exhibit 4.1 to Form 8-K filed on July 29, 2024).

Exhibit 4.1 Warrant Certificate No. 72224 NEITHER THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS, AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATI

Subscription Agreement, dated as of July 28, 2024 (incorporated by reference to Exhibit 10.1 to Form 8-K filed on July 29, 2024).

Exhibit 10.1 Subscription Agreement THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE OR ANY OTHER JURISDICTION. THERE ARE FURTHER RESTRICTIONS ON THE TRANSFERABILITY OF THE SECURITIES DESCRIBED HEREIN. THE PURCHASE OF THE SECURITIES INVOLVES A HIGH DEGREE OF RISK AND SHOULD BE CONSIDERED ONLY BY PERSONS WHO CAN BEAR THE RISK OF THE LOSS O

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

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): July 10, 2024 CALIDI BIOTHERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40789 86-2967193 (State or other jurisdiction of incorporation) (Commiss

First Certificate of Amendment to Second Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to Form 8-K filed on July 15, 2024)

Exhibit 3.1

Loan Agreement (incorporated by reference to Exhibit 10.1 to Form 8-K filed on July 8, 2024)

Exhibit 10.1

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): July 1, 2024 CALIDI BIOTHERAPEUTI

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): July 1, 2024 CALIDI BIOTHERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40789 86-2967193 (State or other jurisdiction of incorporation) (Commissi

Promissory Note (incorporated by reference to Exhibit 10.2 to Form 8-K filed on July 8, 2024)

Exhibit 10.2

CALIDI TO EFFECT REVERSE STOCK SPLIT CALIDI common stock expected to begin trading on a 1-for-10 split adjusted basis on July 15, 2024

Exhibit 99.1 CALIDI TO EFFECT REVERSE STOCK SPLIT CALIDI common stock expected to begin trading on a 1-for-10 split adjusted basis on July 15, 2024 SAN DIEGO—(BUSINESS WIRE)—Calidi Biotherapeutics Inc. (NYSE American: CLDI) (“Calidi” or “Company”), a clinical-stage biotechnology company developing a new generation of targeted virotherapies, today announced that its Board of Directors has approved

Regulation FD Disclosure, Financial Statements and Exhibits

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): July 5, 2024 CALIDI BIOTHERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40789 86-2967193 (State or other jurisdiction of incorporation) (Commissi

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): June 20, 2024 CALIDI BIOTHERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40789 86-2967193 (State or other jurisdiction of incorporation) (Commiss

Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

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): June 6, 2024 Calidi Biotherapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40789 86-2967193 (State or other jurisdiction of incorporation) (Commissi

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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): June 3, 2024 Calidi Biotherapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40789 86-2967193 (State or other jurisdiction of incorporation) (Commissi

Form of Placement Agent Warrant (incorporated by reference to Exhibit 4.1 to Form 8-K filed on June 4, 2024).

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

Up to 13,232,500 Common Stock Units Each Common Stock Unit Consisting of One Share of Common Stock One Series A Warrant to Purchase One Share of Common Stock One Series B Warrant to Purchase One Series B Unit Each Series B Unit Consisting of One Shar

PROSPECTUS SUPPLEMENT NO. 2 Filed Pursuant to Rule 424(b)(3) (To Prospectus Dated April 15, 2024) Registration No. 333-276741 Up to 13,232,500 Common Stock Units Each Common Stock Unit Consisting of One Share of Common Stock One Series A Warrant to Purchase One Share of Common Stock One Series B Warrant to Purchase One Series B Unit Each Series B Unit Consisting of One Share of Common Stock One Se

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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): May 31, 2024 Calidi Biotherapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40789 86-2967193 (State or other jurisdiction of incorporation) (Commissi

Calidi Biotherapeutics Announces Exercise of Warrants for $2.1 Million Gross Proceeds

Exhibit 99.1 Calidi Biotherapeutics Announces Exercise of Warrants for $2.1 Million Gross Proceeds SAN DIEGO, May 31, 2024 — Calidi Biotherapeutics, Inc. (“Calidi” or the “Company”) (NYSE American: CLDI), a clinical-stage biotechnology company developing a new generation of targeted immunotherapies, today announced the entry into a definitive agreement for the immediate exercise of certain outstan

Form of New Series D Warrant (incorporated by reference to Exhibit 4.1 to Form 8-K filed on May 31, 2024).

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

Form of Inducement Letter (incorporated by reference to Exhibit 10.1 to Form 8-K filed on May 31, 2024)

Exhibit 10.1 May [], 2024 []1 Re: Series B and C Warrant Exercise Agreement To Whom It May Concern: Calidi Biotherapeutics, Inc. (the “Company”) previously issued and delivered to you (“Holder” or “you” or “your”) the Company’s (i) Series B unit purchase warrants (the “Series B Warrants”) to purchase units (the “Series B Units”) consisting of: (i) shares of the Company’s voting common stock, par v

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): May 13, 2024 Calidi Biotherapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40789 86-2967193 (State or other jurisdiction of incorporation) (Commissi

Up to 13,232,500 Common Stock Units Each Common Stock Unit Consisting of One Share of Common Stock One Series A Warrant to Purchase One Share of Common Stock One Series B Warrant to Purchase One Series B Unit Each Series B Unit Consisting of One Shar

PROSPECTUS SUPPLEMENT NO. 1 Filed Pursuant to Rule 424(b)(3) (To Prospectus Dated April 15, 2024) Registration No. 333-276741 Up to 13,232,500 Common Stock Units Each Common Stock Unit Consisting of One Share of Common Stock One Series A Warrant to Purchase One Share of Common Stock One Series B Warrant to Purchase One Series B Unit Each Series B Unit Consisting of One Share of Common Stock One Se

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): May 10, 2024 Calidi Biotherapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40789 86-2967193 (State or other jurisdiction of incorporation) (Commissi

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): May 14, 2024 CALIDI BIOTHERAPEUTI

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): May 14, 2024 CALIDI BIOTHERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40789 86-2967193 (State or other jurisdiction of incorporation) (Commissi

Calidi Biotherapeutics Reports First Quarter 2024 Operating and Financial Results Three upcoming posters, including an update from ongoing Phase 1 trial of Calidi’s CLD-101 program, to be presented at 2024 ASCO Annual Meeting Presented new data on th

Exhibit 99.1 Calidi Biotherapeutics Reports First Quarter 2024 Operating and Financial Results Three upcoming posters, including an update from ongoing Phase 1 trial of Calidi’s CLD-101 program, to be presented at 2024 ASCO Annual Meeting Presented new data on the mechanisms of action of Calidi’s novel immunotherapies at the AACR Annual Meeting Unveiled RTNova systemic platform allowing for ease o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-40789 Calidi Biotherapeutics, Inc. (Exact name of registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits

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): April 14, 2024 CALIDI BIOTHERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40789 86-2967193 (State or other jurisdiction of incorporation) (Commis

Form of Global Warrant Certificate (incorporated by reference to Exhibit 4.13 to Form 8-K filed on April 19, 2024).

Exhibit 4.13 [face] [UNLESS THIS GLOBAL CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYME

Calidi Biotherapeutics, Inc. Announces Closing of $6.1 Million Public Offering

Exhibit 99.1 Calidi Biotherapeutics, Inc. Announces Closing of $6.1 Million Public Offering San Diego, Calif., April 19, 2024- Calidi Biotherapeutics, Inc. (NYSE American: CLDI or “Calidi”), a clinical-stage biotechnology company developing a new generation of targeted immunotherapies, today announced the closing of its previously announced public offering of 15,197,500 shares of common stock (or

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): April 19, 2024 Calidi Biotherapeu

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): April 19, 2024 Calidi Biotherapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40789 86-2967193 (State or other jurisdiction of incorporation) (Commis

Presentation Slides

Exhibit 99.1

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): April 14, 2024 Calidi Biotherapeu

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): April 14, 2024 Calidi Biotherapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40789 86-2967193 (State or other jurisdiction of incorporation) (Commis

Up to 13,232,500 Common Stock Units Each Common Stock Unit Consisting of One Share of Common Stock One Series A Warrant to Purchase One Share of Common Stock One Series B Warrant to Purchase One Series B Unit Each Series B Unit Consisting of One Shar

Filed Pursuant to Rule 424(b)(4) Registration No. 333-276741 Up to 13,232,500 Common Stock Units Each Common Stock Unit Consisting of One Share of Common Stock One Series A Warrant to Purchase One Share of Common Stock One Series B Warrant to Purchase One Series B Unit Each Series B Unit Consisting of One Share of Common Stock One Series B-1 Warrant to Purchase One Share of Common Stock One Series

Form of Voting Agreement

Exhibit 10.49 DATE: April [], 2024 TO: Calidi Biotherapeutics, Inc. Ladenburg Thalmann & Co. Inc. Each Purchaser as identified on the signature page of the Securities Purchase Agreement To Whom It May Concern: Reference is made to that certain Securities Purchase Agreement, dated as of April [], 2024 (the “Agreement”), by and among Calidi Biotherapeutics, Inc. (the “Company”) and each purchaser id

Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.38 to Form S-1/A filed on April 15, 2024)

Exhibit 10.38 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of April , 2024, between Calidi Biotherapeutics, Inc. Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and c

Form of Series C Unit Purchase Warrant

Exhibit 4.10 SERIES C UNIT PURCHASE WARRANT CALIDI BIOTHERAPEUTICS, INC. Warrant Shares: Issue Date: April [], 2024 THIS SERIES C UNIT PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial

Amendment No. 3 to $1,500,000 Convertible Note.

Exhibit 10.51 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. [*****] INDICATES THAT INFORMATION HAS BEEN REDACTED OR OMITTED. Execution Copy – 04/14/2024 THIRD AMENDMENT TO CONVERTIBLE PROMISSORY NOTE THIS THIRD AMENDMENT TO CONVERTIBLE PROMISSORY NOTE (this “Third Amendment”),

Form of Warrant Agency Agreement with Equiniti Trust Company, LLC

Exhibit 10.50 CALIDI BIOTHERAPEUTICS, INC. and EQUINITI TRUST COMPANY, LLC (f/k/a AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC) as Warrant Agent Warrant Agency Agreement Dated as of April , 2024 WARRANT AGENCY AGREEMENT WARRANT AGENCY AGREEMENT, dated as of April , 2024 (“Agreement”), between Calidi Biotherapeutics, Inc. , a Delaware corporation (the “Company”), and Equiniti Trust Company, LLC (f/

Form of Series B Unit Purchase Warrant

Exhibit 4.7 SERIES B UNIT PURCHASE WARRANT CALIDI BIOTHERAPEUTICS, INC. Warrant Shares: Issue Date: April [], 2024 THIS SERIES B UNIT PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial

As filed with the Securities and Exchange Commission on April 15, 2024.

As filed with the Securities and Exchange Commission on April 15, 2024. Registration No. 333-276741 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 5 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Calidi Biotherapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 2834 86-2967193 (State or other jurisdiction of inc

4475 Executive Drive, Suite 200, San Diego, California 92121

4475 Executive Drive, Suite 200, San Diego, California 92121 April 15, 2024 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

4475 Executive Drive, Suite 200, San Diego, California 92121

4475 Executive Drive, Suite 200, San Diego, California 92121 April 15, 2024 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

Form of Series B-1 Common Stock Purchase Warrant

Exhibit 4.11 FORM OF SERIES B-1 COMMON STOCK PURCHASE WARRANT CALIDI BIOTHERAPEUTICS, INC. Warrant Shares: Issue Date: April [], 2024 THIS SERIES B-1 COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after t

Form of Series C-1 Common Stock Purchase Warrant

Exhibit 4.12 SERIES C-1 COMMON STOCK PURCHASE WARRANT CALIDI BIOTHERAPEUTICS, INC. Warrant Shares: Issue Date: April [], 2024 THIS SERIES C-1 COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date

Form of Series A Common Stock Purchase Warrant

Exhibit 4.6 SERIES A COMMON STOCK PURCHASE WARRANT CALIDI BIOTHERAPEUTICS, INC. Warrant Shares: Issue Date: April [], 2024 THIS SERIES A COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereo

April 15, 2024

April 15, 2024 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

4475 Executive Drive, Suite 200, San Diego, California 92121

4475 Executive Drive, Suite 200, San Diego, California 92121 April 10, 2024 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

April 10, 2024

April 10, 2024 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

Form of Series C-1 Common Stock Purchase Warrant

Exhibit 4.12 FORM OF SERIES C-1 COMMON STOCK PURCHASE WARRANT CALIDI BIOTHERAPEUTICS, INC. Warrant Shares: Issue Date: , 2024 THIS SERIES C-1 COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date

Form of Leak-Out Agreement (incorporated by reference to Exhibit 10.48 to Amendment No. 4 to Form S-1 filed on April 8, 2024)

Exhibit 10.48 LEAK-OUT AGREEMENT , 2024 This agreement (the “Leak-Out Agreement”) is being delivered to you in connection with an understanding by and between Calidi Biotherapeutics, Inc., a Delaware corporation (the “Company”), and the person or persons named on the signature pages hereto (collectively, the “Holder”). Reference is hereby made to (a) the Securities Purchase Agreement, dated , 2024

Form of Series C Unit Purchase Warrant

Exhibit 4.10 FORM OF SERIES C UNIT PURCHASE WARRANT CALIDI BIOTHERAPEUTICS, INC. Warrant Shares: Issue Date: , 2024 THIS SERIES C UNIT PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial

Form of Securities Purchase Agreement

Exhibit 10.38 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of April , 2024, between Calidi Biotherapeutics, Inc. Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and c

Form of Series B-1 Common Stock Purchase Warrant

Exhibit 4.11 FORM OF SERIES B-1 COMMON STOCK PURCHASE WARRANT CALIDI BIOTHERAPEUTICS, INC. Warrant Shares: Issue Date: , 2024 THIS SERIES B-1 COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date

Form of Series A Common Stock Purchase Warrant

Exhibit 4.6 FORM OF SERIES A COMMON STOCK PURCHASE WARRANT CALIDI BIOTHERAPEUTICS, INC. Warrant Shares: Issue Date: , 2024 THIS SERIES A COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereo

As filed with the Securities and Exchange Commission on April 8, 2024.

As filed with the Securities and Exchange Commission on April 8, 2024. Registration No. 333-276741 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 4 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Calidi Biotherapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 2834 86-2967193 (State or other jurisdiction of inco

Form of Series B Unit Purchase Warrant

Exhibit 4.7 FORM OF SERIES B UNIT PURCHASE WARRANT CALIDI BIOTHERAPEUTICS, INC. Warrant Shares: Issue Date: , 2024 THIS SERIES B UNIT PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table Form S-1 (Form Type) Calidi Biotherapeutics, Inc.

Form of Placement Agency Agreement

Exhibit 1.1 PLACEMENT AGENCY AGREEMENT April [*], 2024 Ladenburg Thalmann & Co. Inc. 999 Vanderbilt Beach Road, Suite 200 Naples, Florida 34105 Ladies and Gentlemen: Introduction. Subject to the terms and conditions herein (this “Agreement”), Calidi Biotherapeutics, Inc., a Delaware corporation (the “Company”), hereby agrees to sell: (A) up to [] common stock units (the “Common Stock Units”) with

Form of Securities Purchase Agreement

Exhibit 10.38 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of , 2024, between Calidi Biotherapeutics, Inc. Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditi

As filed with the Securities and Exchange Commission on April 2, 2024.

As filed with the Securities and Exchange Commission on April 2, 2024. Registration No. 333-276741 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 3 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Calidi Biotherapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 2834 86-2967193 (State or other jurisdiction of inco

Form of Second Amendment to Convertible Promissory Note ($1,500,000)

Exhibit 10.2 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. [*****] INDICATES THAT INFORMATION HAS BEEN REDACTED OR OMITTED. Execution Copy – 03/28/2024 SECOND AMENDMENT TO CONVERTIBLE PROMISSORY NOTE THIS SECOND AMENDMENT TO CONVERTIBLE PROMISSORY NOTE (this “Second Amendment”

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table Form S-1 (Form Type) Calidi Biotherapeutics, Inc.

Amendment to $2,000,000 Convertible Note (incorporated by reference to Exhibit 10.46 to Amendment No. 2 to Form S-1 filed on April 1, 2024)

Exhibit 10.46 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. [*****] INDICATES THAT INFORMATION HAS BEEN REDACTED OR OMITTED. Execution Copy – 03/28/2024 FIRST AMENDMENT TO CONVERTIBLE PROMISSORY NOTE THIS FIRST AMENDMENT TO CONVERTIBLE PROMISSORY NOTE (this “First Amendment”),

Amendment No. 2 to $1,500,000 Convertible Note (incorporated by reference to Exhibit 10.47 to Amendment No. 2 to Form S-1 filed on April 1, 2024)

Exhibit 10.47 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. [*****] INDICATES THAT INFORMATION HAS BEEN REDACTED OR OMITTED. Execution Copy – 03/28/2024 SECOND AMENDMENT TO CONVERTIBLE PROMISSORY NOTE THIS SECOND AMENDMENT TO CONVERTIBLE PROMISSORY NOTE (this “Second Amendment

As filed with the Securities and Exchange Commission on March 29, 2024.

As filed with the Securities and Exchange Commission on March 29, 2024. Registration No. 333-276741 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Calidi Biotherapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 2834 86-2967193 (State or other jurisdiction of inc

Form of Series B Common Warrant

Exhibit 4.7 SERIES B COMMON STOCK PURCHASE WARRANT CALIDI BIOTHERAPEUTICS, INC. Warrant Shares: Issue Date: , 2024 THIS SERIES B COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “

Form of Series C Common Warrant

Exhibit 4.10 SERIES C COMMON STOCK PURCHASE WARRANT CALIDI BIOTHERAPEUTICS, INC. Warrant Shares: Issue Date: , 2024 THIS SERIES C COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the

Form of Securities Purchase Agreement

Exhibit 10.38 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of , 2024, between Calidi Biotherapeutics, Inc. Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditi

Form of Placement Agency Agreement

Exhibit 1.1 PLACEMENT AGENCY AGREEMENT April [*], 2024 Ladenburg Thalmann & Co. Inc. 999 Vanderbilt Beach Road, Suite 200 Naples, Florida 34105 Ladies and Gentlemen: Introduction. Subject to the terms and conditions herein (this “Agreement”), Calidi Biotherapeutics, Inc., a Delaware corporation (the “Company”), hereby agrees to sell: (A) up to [] common stock units (the “Common Stock Units”) with

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): March 28, 2024 Calidi Biotherapeu

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): March 28, 2024 Calidi Biotherapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40789 86-2967193 (State or other jurisdiction of incorporation) (Commis

Form of First Amendment to Convertible Promissory Note ($2,000,000)

Exhibit 10.1 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. [*****] INDICATES THAT INFORMATION HAS BEEN REDACTED OR OMITTED. Execution Copy – 03/28/2024 FIRST AMENDMENT TO CONVERTIBLE PROMISSORY NOTE THIS FIRST AMENDMENT TO CONVERTIBLE PROMISSORY NOTE (this “First Amendment”),

Form of Series A Common Warrant

Exhibit 4.6 SERIES A COMMON STOCK PURCHASE WARRANT CALIDI BIOTHERAPEUTICS, INC. Warrant Shares: Issue Date: , 2024 THIS SERIES A COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “

Calidi Biotherapeutics Reports Fourth Quarter and Full-Year 2023 Operating and Financial Results

Exhibit 99.1 Calidi Biotherapeutics Reports Fourth Quarter and Full-Year 2023 Operating and Financial Results - City of Hope, a leader in cancer research and treatment, was awarded $5.3 million from California Institute for Regenerative Medicine (CIRM) to develop a treatment for metastatic ovarian cancer using Calidi’s licensed lead asset, NeuroNova (CLD-101) - Announced novel systemic enveloped o

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): March 15, 2024 CALIDI BIOTHERAPEU

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): March 15, 2024 CALIDI BIOTHERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40789 86-2967193 (State or other jurisdiction of incorporation) (Commis

Compensation Recoupment (Clawback) Policy

Exhibit 97.1 Calidi Biotherapeutics, Inc. Compensation Recovery Policy Effective Date: December 1, 2023 1. Purpose. This Compensation Recovery Policy (this “Policy”) has been adopted by the Board of Directors (the “Board”) of Calidi Biotherapeutics, Inc. (the “Company”). The purpose of this Policy is to describe the circumstances under which the Company is required to recover certain executive com

Exhibit 4.(vi)

Exhibit 4.(vi) DESCRIPTION OF SECURITIES The following is a summary of the rights of our capital stock and warrants and some of the provisions of our second amended and restated certificate of incorporation (the “Charter”) and amended and restated bylaws, as amended (the “Bylaws”), and relevant provisions of the Delaware General Corporation Law (“DGCL”). The descriptions herein are qualified by re

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: CALIDI BIOTHERAPEUTICS, INC. (Exact name of registrant as specified in

Form of Amendment to $1,500,000 Convertible Note (incorporated by reference to Exhibit 10.4 to Form 8-K filed on March 12, 2024).

Exhibit 10.4 AMENDMENT TO CONVERTIBLE NOTE This Amendment to the CONVERTIBLE NOTE in the principal amount of $1,500,000.00 (“Amendment”) is entered with an effective date of March 11, 2024, by and between Calidi Biotherapeutics Inc., (the “Issuer”), and [] (the “Holder”), collectively the “Parties” and each a “Party”. WHEREAS, the Issuer and Holder entered into the Convertible Note in the principa

Form of Convertible Promissory Note ($1,500,000) (incorporated by reference to Exhibit 10.3 to Form 8-K filed on March 12, 2024).

Exhibit 10.3 CALIDI BIOTHERAPEUTICS, INC. CONVERTIBLE PROMISSORY NOTE $1,500,000.00 San Diego, California March 8, 2024 FOR VALUE RECEIVED, Calidi Biotherapeutics, Inc., a Delaware corporation (“Issuer”), hereby unconditionally promises to pay to [], or its registered assigns (“Holder”), in lawful money of the United States of America in the principal amount of One Million Five Hundred Thousand Do

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Termination of a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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): March 8, 2024 Calidi Biotherapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40789 86-2967193 (State or other jurisdiction of incorporation) (Commiss

Form of Convertible Promissory Note ($2,000,000) (incorporated by reference to Exhibit 10.2 to Form 8-K filed on March 12, 2024).

Exhibit 10.2 CALIDI BIOTHERAPEUTICS, INC. CONVERTIBLE PROMISSORY NOTE $2,000,000.00 San Diego, California March 8, 2024 FOR VALUE RECEIVED, Calidi Biotherapeutics, Inc., a Delaware corporation (“Borrower”), hereby unconditionally promises to pay to [], or its registered assigns (“Holder”), in lawful money of the United States of America in the principal amount of Two Million Dollars ($2,000,000.00

CALIDI BIOTHERAPEUTICS, INC. Up to 11,500,000 Shares of Common Stock Issuable Upon the Exercise of Public Warrants 23,301,960 Shares of our Common Stock for Resale by the Selling Securityholders 1,912,154 Warrants

Filed Pursuant to Rule 424(b)(3) Registration No. 333-274885 PROSPECTUS SUPPLEMENT NO. 4 (To Prospectus Dated January 19, 2024) (Prospectus Supplement No. 1 Dated February 1, 2024) (Prospectus Supplement No. 2 Dated February 12, 2024) (Prospectus Supplement No. 3 Dated March 1, 2024) CALIDI BIOTHERAPEUTICS, INC. Up to 11,500,000 Shares of Common Stock Issuable Upon the Exercise of Public Warrants

Settlement Agreement dated March 8, 2024 (incorporated by reference to Exhibit 10.1 to Form 8-K filed on March 12, 2024)

Exhibit 10.1 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. [*****] INDICATES THAT INFORMATION HAS BEEN REDACTED OR OMITTED. Execution Copy – 03/08/2024 SETTLEMENT AGREEMENT AND RELEASE OF ALL CLAIMS This Settlement Agreement and Release of All Claims (the “Settlement Agreement

CALIDI BIOTHERAPEUTICS, INC. Up to 11,500,000 Shares of Common Stock Issuable Upon the Exercise of Public Warrants 23,301,960 Shares of our Common Stock for Resale by the Selling Securityholders 1,912,154 Warrants

Filed Pursuant to Rule 424(b)(3) Registration No. 333-274885 PROSPECTUS SUPPLEMENT NO. 3 (To Prospectus Dated January 19, 2024) (Prospectus Supplement No. 1 Dated February 1, 2024) (Prospectus Supplement No. 2 Dated February 12, 2024) CALIDI BIOTHERAPEUTICS, INC. Up to 11,500,000 Shares of Common Stock Issuable Upon the Exercise of Public Warrants 23,301,960 Shares of our Common Stock for Resale b

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): February 28, 2024 Calidi Biothera

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): February 28, 2024 Calidi Biotherapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40789 86-2967193 (State or other jurisdiction of incorporation) (Com

First Amendment to Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.1 to Form 8-K filed on March 1, 2024).

Exhibit 3.1 Amendment No. 1 to Amended and Restated Bylaws of Calidi Biotherapeutics, Inc. Article II, Section 2.8 of the Amended and Restated Bylaws of Calidi Biotherapeutics, Inc. shall be amended to read in its entirety as follows: Section 2.8. Quorum Unless otherwise provided by law, the Certificate of Incorporation or these bylaws, the holders of one-third (1/3) in voting power of the stock i

Presentation Slides

Exhibit 99.1

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): February 28, 2024 Calidi Biothera

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): February 28, 2024 Calidi Biotherapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40789 86-2967193 (State or other jurisdiction of incorporation) (Com

FLAG.U / First Light Acquisition Group, Units, each consisting of one share of Class A common stock and one-half of one redeemable warrant / 683 Capital Management, LLC - 683 CAPITAL MANAGEMENT, LLC Passive Investment

SC 13G/A 1 cldia221424.htm 683 CAPITAL MANAGEMENT, LLC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Calidi Biotherapeutics, Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 320703200 (CUSIP Number) December 31, 2023 (Date of Event which Requires

CLDI / Calidi Biotherapeutics, Inc. / First Light Acquisition Group, LLC - SC 13G/A Passive Investment

SC 13G/A 1 d790645dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 2)* Under the Securities Exchange Act of 1934 Calidi Biotherapeutics, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 320703101 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statemen

CLDI / Calidi Biotherapeutics, Inc. / Woodline Partners LP - CALIDI BIOTHERAPEUTICS, INC. Passive Investment

SC 13G/A 1 p24-0707sc13ga.htm CALIDI BIOTHERAPEUTICS, INC. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Calidi Biotherapeutics, Inc. (a/k/a First Light Acquisition Group, Inc.) (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 320703101 (CUSIP Number) December 31, 2023 (

Other Events, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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): February 9, 2024 CALIDI BIOTHERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40789 86-2967193 (State or other jurisdiction of incorporation) (Comm

CLDI / Calidi Biotherapeutics, Inc. / Vivaldi Asset Management, LLC Passive Investment

SC 13G/A 1 schedule13gaflag021224.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* First Light Acquisition Group, Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 320703101 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing

CALIDI BIOTHERAPEUTICS, INC. Up to 11,500,000 Shares of Common Stock Issuable Upon the Exercise of Public Warrants 23,301,960 Shares of our Common Stock for Resale by the Selling Securityholders 1,912,154 Warrants

Filed Pursuant to Rule 424(b)(3) Registration No. 333-274885 PROSPECTUS SUPPLEMENT NO. 2 (To Prospectus Dated January 19, 2024) (Prospectus Supplement No. 1 Dated February 1, 2024) CALIDI BIOTHERAPEUTICS, INC. Up to 11,500,000 Shares of Common Stock Issuable Upon the Exercise of Public Warrants 23,301,960 Shares of our Common Stock for Resale by the Selling Securityholders 1,912,154 Warrants This

CLDI / Calidi Biotherapeutics, Inc. / SPRING CREEK CAPITAL LLC - SC 13G/A Passive Investment

SC 13G/A 1 d724876dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Calidi Biotherapeutics, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 320703101 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statemen

As filed with the Securities and Exchange Commission on February 7, 2024.

As filed with the Securities and Exchange Commission on February 7, 2024. Registration No. 333-276741 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Calidi Biotherapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 2834 86-2967193 (State or other jurisdiction of i

Regulation FD Disclosure, Results of Operations and Financial Condition

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): February 7, 2024 CALIDI BIOTHERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40789 86-2967193 (State or other jurisdiction of incorporation) (Comm

Form of Placement Agency Agreement.

Exhibit 1.1 PLACEMENT AGENCY AGREEMENT February [*], 2024 Ladenburg Thalmann & Co. Inc. 999 Vanderbilt Beach Road, Suite 200 Naples, Florida 34105 Ladies and Gentlemen: Introduction. Subject to the terms and conditions herein (this “Agreement”), Calidi Biotherapeutics, Inc., a Delaware corporation (the “Company”), hereby agrees to sell up to an aggregate of $[*] of securities of the Company, inclu

Form of Placement Agent Warrant (incorporated by reference to Exhibit 4.8 to Amendment No. 1 to Form S-1 filed on February 7, 2024).

Exhibit 4.8 PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT CALIDI BIOTHERAPEUTICS, INC. Warrant Shares: Issue Date: , 2024 THIS PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date

CALIDI BIOTHERAPEUTICS, INC. Up to 11,500,000 Shares of Common Stock Issuable Upon the Exercise of Public Warrants 23,301,960 Shares of our Common Stock for Resale by the Selling Securityholders 1,912,154 Warrants

Filed Pursuant to Rule 424(b)(3) Registration No. 333-274885 PROSPECTUS SUPPLEMENT NO. 1 (To Prospectus Dated January 19, 2024) CALIDI BIOTHERAPEUTICS, INC. Up to 11,500,000 Shares of Common Stock Issuable Upon the Exercise of Public Warrants 23,301,960 Shares of our Common Stock for Resale by the Selling Securityholders 1,912,154 Warrants This prospectus supplement (this “Prospectus Supplement”)

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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): January 26, 2024 CALIDI BIOTHERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40789 86-2967193 (State or other jurisdiction of incorporation) (Comm