Calidi Biotherapeutics prices $6 million public offering of units at $2.00

The pricing

Calidi Biotherapeutics, Inc. said on August 20, 2025 that it had priced an underwritten public offering for gross proceeds of $6 million before underwriting commissions and offering expenses. The final prospectus is dated the same day. The company expects the offering to close on or about August 21, 2025.

The offering has two parts. The first is 1,472,764 common stock units at $2.00 each, and each unit includes one share of common stock and one Series I warrant. The second is 1,528,000 pre-funded warrant units at $1.999 each. Each of those units includes one pre-funded warrant and one Series I warrant. A pre-funded warrant lets a buyer receive shares later for an exercise price of $0.001 per share, which allows buyers who would otherwise exceed a 4.99% ownership limit to buy in this offering.

Certain officers and directors bought $0.5 million of the common stock units. The offering documents describe that participation without giving the names of the buyers.

The warrants and the dilution

The Series I warrants have an exercise price of $2.00 per share, are exercisable on issuance and expire five years after the closing. The company says the warrants do not contain any variable price features. The warrants cover up to 3,000,764 shares of common stock, in addition to the shares sold in the units. The representative of the underwriters also receives representative warrants for 150,038 shares, equal to 5% of the shares sold in the offering.

The offering price sits well below recent trading. The preliminary S-1 filed on August 15, 2025 gives the closing price on August 8, 2025 as $5.01. The final prospectus gives the closing price on August 19, 2025 as $3.00.

The underwriters also hold a 45-day option to buy up to 450,000 additional shares and, or instead, pre-funded warrants or additional Series I warrants at the public offering price.

The banks and the fees

Ladenburg Thalmann & Co. Inc. is sole book-running manager. The final prospectus names Ladenburg Thalmann & Co., Inc. as the representative of the underwriters, and it says Calidi will pay the representative a management fee of 1.0% of the gross proceeds. Laidlaw & Company (UK) Ltd. is co-manager.

The underwriting discount is 9% of the gross proceeds from the sale of units, which the prospectus puts at $540,000. Proceeds to the company before expenses are $5,460,000. The company also agreed to reimburse the representative for offering-related expenses, including legal fees, up to $125,000.

The press release names no law firm for Calidi or for the underwriters.

Cash and the going concern warning

The S-1 says the company expects net proceeds of about $5.1 million after underwriting discounts and estimated expenses. It warns that the company has insufficient cash to continue operations for the next 12 months. As of June 30, 2025, the company had approximately $5.3 million in cash and an accumulated deficit of approximately $132.4 million. The filing says recurring losses and the need for additional funding raise substantial doubt about the company's ability to continue as a going concern.

The annual report for 2024 describes the company as an emerging growth company and a smaller reporting company. It says the company has employees and contractors in Germany, through a subsidiary called StemVac GmbH, and in Australia, where it formed a subsidiary in October 2022 for part of the planned clinical trial activity for its SNV1 program.

The S-1 says the company will need to raise additional capital to support its operations and execute its business plan. The company's press release says its lead candidate from the Redtail platform is still in IND-enabling studies, aimed at non-small cell lung cancer and ovarian cancer, so that program has not reached the clinic.

Report an error

Companies in this story

CLDICalidi Biotherapeutics, Inc.AMEX · United StatesOpen the starter desk