Calidi Biotherapeutics amends warrant for up to 17,391,304 shares at $0.23, adds stockholder vote

Calidi Biotherapeutics, Inc. (NYSE American: CLDI) issued an amended and restated warrant on May 28, 2026 to purchase up to 17,391,304 shares of its common stock at an exercise price of $0.23. The warrant went to an accredited investor that the filing calls the "Holder." The company reported the private placement in a Form 8-K filed May 29, 2026. The 8-K describes the 17,391,304 shares as unvested.

What changed from the May 6 warrant

Calidi first issued a warrant to the same holder on May 6, 2026, and disclosed it in an 8-K filed May 8, 2026. The new document amends and restates that warrant. The 8-K lists three changes, introduced with the words "among other things."

First, exercising the warrant and issuing the common stock are now conditioned on approval by Calidi's stockholders. Second, the Minimum Vesting Acquisition Amount, a term defined in the warrant, rises from $500,000 to $1,000,000. Third, the Vesting Termination Date, also defined in the warrant, moves from July 8, 2026 to September 30, 2026.

The 8-K does not say what the minimum amount measures, what happens to unvested shares if the vesting date passes, or whether the list of changes is complete. It refers readers to the full warrant, filed as Exhibit 4.1 to the report.

How the shares are being sold

Calidi says it issued the warrant, and will issue any shares on exercise, under Section 4(a)(2) of the Securities Act of 1933 and Rule 506(b). The company relies in part on representations from the holder, which says it is an accredited investor as defined in Rule 501(a). Shares issued on exercise may not be resold in the United States without an effective registration statement or an exemption.

The 8-K names no placement agent, underwriter or financial adviser for the placement. It does not name the holder either, referring only to "an accredited investor." Calidi's chief financial officer, Andrew Jackson, signed the report on May 29, 2026.

Stockholder approval and the deadline

The stockholder condition is the main practical change. Until the company's stockholders approve, the warrant cannot be exercised, and the shares cannot be issued. The 8-K does not say whether a stockholder meeting has been called or what the board recommends.

The filing does not say why the terms were changed.

The financial record behind it

Calidi's annual figures from its 10-K filed March 27, 2026 show 2025 research and development expense of $9.7 million, up from $8.9 million in 2024. The net loss narrowed to $19.9 million from $22.1 million. Cash used in operations rose to $21.3 million from $19.7 million, so the loss fell while cash spending grew. The 8-K does not explain the gap between the two measures.

Year-end 2024 cash and cash equivalents were $9.6 million, according to the 2024 annual report filed March 31, 2025. The 8-K gives no cash balance, so it does not show how much cash the company held when it issued the warrant.

Company and context

Calidi is based in San Diego, California, and its shares trade on NYSE American under CLDI. The 8-K cover lists the company as an emerging growth company. The 10-K cover reports 10,895,725 shares outstanding as of March 20, 2026, excluding 150,000 non-voting shares held in escrow, and a market value of about $8.0 million for shares held by non-affiliates at June 30, 2025. The warrant covers more shares than the company had outstanding in March.

The filing is short and leaves several terms to the full warrant. Readers who need the vesting mechanics, the minimum amount definition or the consequences of a failed stockholder vote will have to read Exhibit 4.1.

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