SCHEDULE 13G: Armistice Capital Discloses 9.99% Stake in Calidi Biotherapeutics

Armistice Capital, LLC and Steven Boyd have disclosed a 9.99% beneficial ownership stake in Calidi Biotherapeutics, Inc., holding 3,359,661 shares of common stock as of March 31, 2025.

Summary

• Armistice Capital, LLC and Steven Boyd, collectively referred to as the "Reporting Persons," have filed a Schedule 13G with the SEC.
• The filing indicates beneficial ownership of 3,359,661 shares of Calidi Biotherapeutics, Inc. common stock, par value $0.0001 per share.
• This ownership represents 9.99% of the company's outstanding common stock.
• The Reporting Persons hold shared voting power and shared dispositive power over all 3,359,661 shares.
• Armistice Capital, LLC serves as the investment manager for Armistice Capital Master Fund Ltd., which is the direct holder of the shares.
• Steven Boyd is identified as the managing member of Armistice Capital, LLC.
• The event date requiring this filing was March 31, 2025, and the filing date was May 15, 2025.

Sentiment

Score: 6

Explanation: The filing indicates a significant stake taken by an institutional investor, which can be perceived as a positive signal of confidence in the company. However, the document itself is a factual ownership disclosure and does not contain performance or operational updates, leading to a largely neutral sentiment.

Positives

• A significant institutional investor, Armistice Capital, has taken a substantial 9.99% stake in Calidi Biotherapeutics, which can be viewed as a vote of confidence in the company's future prospects.

Future Outlook

This document does not contain forward-looking statements or guidance from the issuer. It is a disclosure of beneficial ownership by an investor.

Industry Context

This Schedule 13G filing indicates a significant investment by an institutional fund, Armistice Capital, in a biotherapeutics company, Calidi Biotherapeutics. Such filings are common for institutional investors crossing a 5% ownership threshold, signaling their position in a company within the healthcare or biotechnology sector.

Comparison to Industry Standards

• This document is a standard Schedule 13G filing, which is a regulatory requirement for investors acquiring more than 5% beneficial ownership in a public company.
• The 9.99% stake held by Armistice Capital is a substantial position, indicating a high conviction investment, which is not uncommon for activist or concentrated funds.
• No specific comparable companies, projects, or results are mentioned in this filing.

Related Party Transactions

• The document clarifies the relationship where Armistice Capital, LLC is the investment manager for Armistice Capital Master Fund Ltd., which directly holds the shares, and Steven Boyd is the managing member of Armistice Capital, LLC. This describes the structure of beneficial ownership rather than a specific transaction.

Stakeholder Impact

• Shareholders: The disclosure of a significant institutional investor's stake may influence market perception and potentially the stock price, signaling institutional confidence.
• Company Management: Awareness of a large institutional holder may influence strategic decisions or engagement with the investor.

Key Dates

Keywords

Calidi Biotherapeutics, Armistice Capital, Steven Boyd, Schedule 13G, Beneficial Ownership, Common Stock, Institutional Investor, SEC Filing, Biotherapeutics, Investment Management