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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: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 announced the entry into a definitive agreement for the immediate exercise of certain outstanding Series A, Series B-1, Series C-1, Series D, Series E and Series F Warrants (the "Existing Warrants") to purchase up to an aggregate of 6,595,000 shares of the Company's common stock at a reduced exercise price of $0.70. The gross proceeds to the Company from the exercise of the warrants are expected to be approximately $4.6 million, prior to deducting placement agent fees and estimated offering expenses.

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

In consideration for the immediate exercise of the Existing Warrants for cash, the Company will issue new unregistered warrants to purchase up to 6,595,000 shares of common stock. The new warrants will have an exercise price of $0.70 per share, will be exercisable six months from the issuance date and will have a term of five and half years from the issuance date.

The offering is expected to close on or about July 10, 2025, subject to satisfaction of customary closing conditions. The Company intends to use the net proceeds from this offering to advance its clinical and pre-clinical programs and for continuing operating expenses and working capital.

The new warrants described above are being offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Act"), and Regulation D promulgated thereunder and, along with ...