Calidi Biotherapeutics closes $1.2 million registered direct stock offering

Calidi Biotherapeutics, Inc. (NYSE American: CLDI) closed a registered direct offering on September 21, 2026, according to an 8-K filing. The company entered into a stock purchase agreement on September 17, 2026, with accredited investors and qualified institutional buyers to sell 1,025,640 shares of common stock at $1.17 per share.¹

Gross proceeds came to approximately $1.2 million before deducting estimated offering expenses.¹ Calidi said it plans to direct the net proceeds toward working capital and general corporate needs.¹ Notably, no underwriter, placement agent, broker-dealer or other intermediary was used in the deal, and the company paid no underwriting discounts, commissions, or similar placement fees.¹

The shares were sold under an existing shelf registration statement on Form S-3 (File No. 333-282456), which the SEC declared effective on October 10, 2024, combined with a prospectus supplement dated September 17, 2026.¹

The purchase agreement carries some standard restrictions. For 45 days after closing, Calidi agreed not to issue or announce further equity or equity-linked securities without consent from purchasers holding more than half the interest in the shares sold.¹ Separately, the company's directors and executive officers signed lock-up agreements barring them from selling or transferring Calidi common stock, or related convertible securities, for 60 days following the closing.¹

Calidi describes itself as a biotechnology company developing targeted therapies meant to deliver genetic medicines to distant sites of disease, built around its proprietary RedTail platform, which uses an engineered enveloped oncolytic virus designed for systemic delivery to metastatic tumor sites.¹ Its lead program, CLD-401, is currently in IND-enabling studies targeting metastatic non-small cell lung cancer, head and neck cancer, and other tumor types with high unmet need.¹