S-1/A: Calidi Biotherapeutics Announces Proposed Securities Offering

Calidi Biotherapeutics plans to offer common stock units and pre-funded warrant units to raise capital.

Summary

• Calidi Biotherapeutics is planning to offer up to 13,793,103 common stock units, each including one share of common stock, a Series A warrant, and a Series B warrant, with each Series B warrant exercisable for a Series B unit consisting of one share of common stock and a Series C warrant.
• The company is also offering pre-funded warrant units (PFW Units) to purchasers whose ownership would exceed 4.99% of the outstanding common stock after the offering.
• Each PFW Unit includes a pre-funded warrant, a Series A warrant, and a Series B warrant.
• The assumed purchase price is $0.58 per Common Stock Unit, with the same price less $0.001 for each PFW Unit.
• The warrants have an exercise price of $0.58 per share.
• The Series A warrants expire five years from the closing date, the Series B warrants expire six months from the closing date and may be subject to redemption, and the Series C warrants expire five years from their issuance date.
• Ladenburg Thalmann & Co. Inc. is acting as the exclusive placement agent.
• The company intends to use the net proceeds for working capital and general corporate purposes, and pre-clinical and clinical trials.
• The offering will terminate on a specified date in 2024 unless terminated earlier.

Sentiment

Score: 5

Explanation: Neutral sentiment. The document outlines a financial transaction with both potential benefits and risks. The company is raising capital, which is generally positive, but the offering also involves dilution and market risks.

Positives

• The offering aims to strengthen the company's financial position.
• Proceeds will support working capital, general corporate purposes, and clinical trials.

Risks

• The offering is on a 'reasonable best efforts' basis, and there is no guarantee that all securities will be sold.
• New investors will experience immediate and substantial dilution.
• There is no established trading market for the Pre-Funded Warrants or Common Warrants.
• The company has broad discretion in the use of the net proceeds and may not use them effectively.
• The price of the stock may be volatile, which could result in substantial losses for investors.
• If the company fails to comply with the continued listing standards of the NYSE American, its common stock could be delisted.

Future Outlook

The company intends to use the net proceeds from this offering for working capital and general corporate purposes, and pre-clinical and clinical trials.

Industry Context

This announcement reflects a common strategy for biotech companies to raise capital to fund ongoing research and development activities.

Stakeholder Impact

• Potential dilution for existing shareholders.
• Availability of funds for research and development, potentially benefiting patients in the long term.

Next Steps

• File the final prospectus with the Commission pursuant to Rule 424(b).
• Qualify the Securities for sale under the securities laws of requested jurisdictions.
• List the Shares and Warrant Shares on the Trading Market.

Key Dates

Keywords

common stock, warrants, pre-funded warrants, securities offering, capital raise, Calidi Biotherapeutics, Ladenburg Thalmann, placement agent, clinical trials, working capital