S-1/A: Calidi Biotherapeutics Eyes $24 Million in New Offering to Fuel Cancer Immunotherapy Pipeline

Calidi Biotherapeutics seeks to raise up to $24 million through a public offering of common stock and warrants to advance its stem cell-based oncolytic virus platforms.

Summary

• Calidi Biotherapeutics is offering 10,000,000 shares of common stock along with Series A and Series B warrants, or pre-funded warrants with common warrants for those who would exceed beneficial ownership limits.
• The offering aims to raise up to $24 million, with securities priced based on market conditions at the time of pricing.
• The Series A and B warrants have an exercise price of $0.80 per share and expire five years and one year from issuance, respectively.
• Ladenburg Thalmann & Co. Inc. is acting as the exclusive placement agent.
• The offering is on a reasonable best efforts basis, with no guarantee of successful placement.
• The offering is expected to close around [*], 2024, subject to customary conditions.
• The net proceeds will be used for working capital, general corporate purposes, and pre-clinical and clinical trials.
• The company has engaged Ladenburg Thalmann & Co., Inc., to act as its exclusive placement agent in connection with this offering.
• The placement agent has agreed to use its reasonable best efforts to arrange for the sale of the securities offered by this prospectus.
• The placement agent is not purchasing or selling any of the securities we are offering and the placement agent is not required to arrange the purchase or sale of any specific number or dollar amount of securities.
• We have agreed to pay to the placement agent the placement agent fees set forth in the table below, which assumes that we sell all of the securities offered by this prospectus.
• Since we will deliver the securities to be issued in this offering upon our receipt of investor funds, there is no arrangement for funds to be received in escrow, trust or similar arrangement.
• There is no minimum offering requirement as a condition of closing of this offering.
• Because there is no minimum offering amount required as a condition to closing this offering, we may sell fewer than all of the securities offered hereby, which may significantly reduce the amount of proceeds received by us, and investors in this offering will not receive a refund in the event that we do not sell an amount of securities sufficient to pursue our business goals described in this prospectus.
• In addition, because there is no escrow account and no minimum offering amount, investors could be in a position where they have invested in our company, but we are unable to fulfill all of our contemplated objectives due to a lack of interest in this offering.
• Further, any proceeds from the sale of securities offered by us will be available for our immediate use, despite uncertainty about whether we would be able to use such funds to effectively implement our business plan.

Sentiment

Score: 6

Explanation: The document is primarily factual and descriptive, outlining the terms of a securities offering. While the offering itself could be viewed positively, the document also acknowledges risks and uncertainties, resulting in a neutral sentiment score.

Positives

• The offering provides capital to advance Calidi's research and development programs.
• The company has the flexibility to use proceeds for various corporate purposes.
• The warrants may provide additional capital if exercised in the future.

Negatives

• The offering may dilute existing shareholders' ownership.
• There is no guarantee that the offering will be fully subscribed.
• The company has broad discretion in the use of proceeds, which may not align with investor expectations.
• The company has insufficient cash to continue its operations for the next 12 months and its continued operations are dependent on it raising capital and these conditions give rise to substantial doubt over the Companys ability to continue as a going concern.

Risks

• The offering may not raise sufficient capital to meet the company's business goals.
• The market price of the company's stock may be negatively impacted by the offering.
• The company's management has broad discretion in the use of proceeds.
• The company has insufficient cash to continue its operations for the next 12 months and its continued operations are dependent on it raising capital and these conditions give rise to substantial doubt over the Companys ability to continue as a going concern.

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 subject to the actual amount of proceeds received.

Industry Context

The document relates to the immuno-oncology industry, specifically focusing on stem cell-based platforms for oncolytic virus delivery, a competitive and rapidly evolving field.

Comparison to Industry Standards

• The document mentions Imlygic (T-VEC) as the only approved oncolytic virus therapy, setting a benchmark for Calidi's pipeline.
• The document does not provide a direct comparison to industry standards, but highlights the competitive advantages of Calidi's allogeneic stem cell approach over autologous stem cell therapies.

Stakeholder Impact

• Shareholders may experience dilution.
• The company's ability to fund its operations and research programs will be affected.
• Potential investors are provided with information to make informed decisions.

Next Steps

• The company will determine the final offering price based on market conditions.
• The placement agent will solicit offers to purchase the securities.
• The company will deliver the securities against payment upon receipt of investor funds.
• The company will use the net proceeds for working capital, general corporate purposes, and pre-clinical and clinical trials.

Key Dates

Keywords

public offering, common stock, warrants, pre-funded warrants, Ladenburg Thalmann, capital raise, Calidi Biotherapeutics, immunotherapy, cancer, clinical trials