Calidi faces suits from two former finance staff and an investor's securities fraud claim

Calidi Biotherapeutics, Inc. (NYSE American: CLDI) disclosed in its 10-Q filed Aug 13, 2026 that two former finance employees are suing it in San Diego Superior Court, and that an investor has a securities fraud case against it in federal court. The employment suits name Calidi, Allan Camaisa, a director and former chief executive officer, and Ms. Pizarro, the former Chief Corporate Development Officer and Chief Legal Officer.

The investor case is Yian Zeng's complaint filed October 29, 2024 in the U.S. District Court for the Southern District of California (Case Number 3:24-cv-02026-H-KSC). The 10-Q says the complaint is against Calidi and names no other defendant. Calidi says it "categorically denies all claims."

The case

Tony Kalajian, the prior Chief Accounting Officer and interim Chief Financial Officer, sued on November 15, 2023 (Case No. 37-2023-00049813-CU-DF-CTL). He alleges defamation and constructive discharge and seeks damages under his employment contract, punitive damages and attorney's fees. Hazel Sanchez, the prior Controller, sued on November 30, 2023 alleging defamation, constructive discharge, violation of the California Family Rights Act and wrongful discharge.

Calidi has its own claims. On November 21, 2023 it started arbitration against Kalajian for breach of fiduciary duty, constructive fraud, conversion and declaratory relief, to recover bonuses it says were not authorized by its Board or Compensation Committee. In February 2024 it cross-complained against Sanchez on similar grounds. On February 29, 2024, Kalajian petitioned for a writ of mandate to compel production of certain corporate records; that case was dismissed by stipulation in March 2025. On May 1, 2024, he filed a further complaint over a restrictive legend on 73 shares of Calidi stock, which Calidi says it intends to defend vigorously.

Zeng's complaint cites securities fraud under California Corporations Code section 25401, breach of the covenant of good faith and fair dealing, unjust enrichment, restitution, breach of fiduciary duty and constructive fraud.

Defendants

Kalajian and Sanchez suits: Calidi Biotherapeutics, Inc.; Allan Camaisa; and Ms. Pizarro. The 10-Q calls her only Ms. Pizarro. Calidi's 10-K says the Chief Legal Officer whose position the board eliminated in 2025 was Wendy Pizarro Campbell. The stock legend complaint names Calidi alone. Zeng's complaint: Calidi, with no other defendant named in the 10-Q.

Calidi also sued a former executive assistant in July 2025 (Case No. 25CU034887C). There, Calidi is the plaintiff and the 10-Q does not name the defendant.

Where it stands

The Kalajian suit, Calidi's arbitration against him, the Sanchez case and the stock legend case were deemed related and ultimately consolidated. A trial date is set for May 14, 2027. The executive assistant case is set for trial on May 21, 2027, and Calidi does not expect it to have a material adverse effect.

In the Zeng case, a settlement conference on April 9, 2025 produced no resolution and discovery is complete. A pre-trial conference was set for October 19, 2026, with no trial date. On June 1, 2026, Calidi moved for summary judgment. The next day Zeng moved for voluntary dismissal without prejudice. Calidi opposes that motion because it wants to preserve its right to recover attorneys' fees and costs. Both motions were set for hearing on August 24, 2026. The 10-Q predates that hearing, and we found no later filing reporting the result.

Why it matters to shareholders

Calidi says it cannot evaluate the Zeng outcome or estimate a range of loss. The 10-Q gives no estimate for the employment suits, which seek unspecified damages.

The same 10-Q reports substantial doubt about Calidi's ability to continue as a going concern within 12 months, with cash of $4.1 million as of June 30, 2026.

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