8-K: Calidi Biotherapeutics Implements 1-for-12 Stock Split

Calidi Biotherapeutics, Inc. completed a 1-for-12 reverse stock split to optimize market dynamics and broaden investor appeal, effective August 4, 2025.

Summary

• A 1-for-12 reverse stock split of common stock was approved by stockholders on July 9, 2025, and became effective on August 4, 2025.
• Common stock began trading on a split-adjusted basis on August 5, 2025, under the existing trading symbol CLDI.
• A new CUSIP number (320703 408) was assigned in connection with the reverse stock split.
• Each twelve shares of common stock held prior to the split were combined into one share, with fractional shares rounded up to the nearest whole share.
• All outstanding equity awards were adjusted to reflect the reverse stock split.
• The company's authorized capital stock (330,000,000 common shares and 1,000,000 preferred shares) and the par value of $0.0001 per share remained unchanged.
• Proportional ownership interest and voting power of common stockholders remained largely unchanged, except for minor adjustments due to fractional share treatment.
• The rights and privileges of common stockholders were unaffected by the reverse stock split.

Sentiment

Score: 5

Explanation: The filing describes a structural corporate action (reverse stock split) with stated positive intentions regarding market dynamics and investor appeal. However, it also includes a cautionary statement that desired effects are not assured, which is typical for such actions and can sometimes be viewed with caution by the market.

Positives

• The reverse stock split aims to optimize market dynamics, broaden investor appeal and accessibility, and align the conditions of common stock with the best interests of investors.
• Fractional shares resulting from the split were rounded up to the nearest whole share, benefiting affected stockholders.

Negatives

• The company cannot provide assurance that the actual effects of the reverse stock split will achieve the desired effects or that, if achieved, such desired effects will be sustained.

Risks

• The company cannot provide assurance that the actual effects of the reverse stock split will achieve the desired effects or that, if achieved, such desired effects will be sustained.

Future Outlook

The company believes the reverse stock split could optimize market dynamics, broaden investor appeal and accessibility, and align the conditions of common stock with the best interests of its investors. However, no assurance is provided that these desired effects will be achieved or sustained.

Management Comments

• The noncompulsory decision to implement the Reverse Stock Split reflects the company's belief that it could optimize market dynamics, broaden investor appeal and accessibility, and align the conditions of Common Stock with the best interests of its investors.
• Andrew Jackson, Chief Financial Officer, signed the Form 8-K.
• Eric Poma, Chief Executive Officer, signed the Certificate of Amendment.

Industry Context

Reverse stock splits are a common corporate action, particularly for companies in sectors like biotherapeutics, often undertaken to increase per-share price to meet exchange listing requirements, improve stock liquidity, or enhance investor perception. While intended to be beneficial, market reception can vary.

Corporate Governance

Stakeholder Impact

• Shareholders: Directly impacted by the change in share count and per-share price, with proportional ownership largely maintained and fractional shares rounded up.
• Investors: The action aims to broaden investor appeal and accessibility, potentially affecting how the stock is perceived and traded.

Next Steps

• Continued trading of common stock on NYSE American under the symbol CLDI on a split-adjusted basis.
• Monitoring of market dynamics and investor appeal to assess if the desired effects of the reverse stock split are achieved and sustained.

Key Dates

Keywords

Biotherapeutics, Reverse Stock Split, CLDI, NYSE American, Corporate Action, Share Consolidation, Investor Relations, SEC Filing