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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)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

4475 Executive Drive, Suite 200,

San Diego, California

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

 

(858) 794-9600

(Registrant’s telephone number, including area code)

 

N/A

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

 

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

 

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

 

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

 

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

 

Emerging growth company

 

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

 

 

 

 

 

 

Explanatory Note

 

Calidi Biotherapeutics, Inc. is filing this Amendment No. 1 to Current Report on Form 8-K/A (“Amendment No. 1”) as an amendment to the Current Report on Form 8-K filed by the Company with the U.S. Securities and Exchange Commission on January 10, 2025 (the “Initial Form 8-K”), in order to add Exhibit 23.1, which exhibit is filed herewith. This Amendment No. 1 should be read in conjunction with the Initial Form 8-K. Except as set forth herein, no modifications have been made to the information contained in the Initial Form 8-K, and the Company has not updated any information contained therein to reflect events that have occurred since the date of the Initial Form 8-K filing.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

The consent of Marcum LLP, is filed as Exhibit 23.1 to this Current Report on Form 8-K/A and is incorporated herein by reference.

 

Exhibit   Exhibit Description
23.1   Consent of Marcum LLP
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

 

SIGNATURES

 

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

 

  CALIDI BIOTHERAPEUTICS, INC.
Dated: February 10, 2025                             
  By: /s/ Andrew Jackson
  Name: Andrew Jackson
  Title: Chief Financial Officer