UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
As previously disclosed, on March 8, 2024, Calidi Biotherapeutics, Inc. (the “Company,” “we” or “our”) entered into a settlement agreement (the “Settlement Agreement”) with an investor, pursuant to which the Company issued to the investor a $1.5 million convertible note, as amended (the “Note”) in settlement of an unasserted claim.
On April 14, 2024, the Company amended the Note to provide that if the holder thereof participates in a registered public offering, under the same terms and conditions as other investors, in the amount equal to the principal amount of the Note, the proceeds from the sale of securities to the promissory noteholder would be used to pay off the Note.
The foregoing description of the Amendment does not purport to be complete and is qualified in their entirety by reference to the full text of the Amendment, which was previously filed as Exhibit 10.51 to the registration statement on Form S-1, as amended (File No. 333-276741).
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 10.1† | Third Amendment to $1,500,000 Convertible Note (incorporated by reference to Exhibit 10.51 to Amendment No. 5 to Form S-1 filed on April 15, 2024). | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
† Certain information contained in this exhibit has been omitted because it is both (i) not material and (ii) is the type that the Company treats as private or confidential.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Calidi Biotherapeutics, Inc. | ||
| Dated: April 18, 2024 | ||
| By: | /s/ Wendy Pizarro | |
| Name: | Wendy Pizarro | |
| Title: | Chief Legal Officer | |