UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 6, 2024, Calidi Biotherapeutics, Inc., (the “Company”) held a Special Meeting of Stockholders (the “Special Meeting”). As of the record date of April 26, 2024, there were 48,959,284 shares of Common Stock issued and outstanding and entitled to vote.
At the Special Meeting, 29,889,960 shares of Common Stock, representing approximately 61.05% of the total number of shares of Common Stock entitled to vote, were represented in person or by proxy, constituting a quorum. Set forth below are the voting results from the proposals presented for a stockholder vote at the Special Meeting, each of which received a sufficient number of votes to pass.
| 1. | To approve an amendment to our Second Amended and Restated Certificate of Incorporation, in substantially the form attached to the Proxy Statement as Appendix A, to, at the discretion of the Board of Directors of the Company (the “Board”), effect a reverse stock split with respect to the Company’s issued and outstanding Common Stock, par value $0.0001 per share, which consists of Voting Common Stock and Non-Voting Common Stock, at a ratio between 1-for-10 and 1-for-50 (the “Range”), with the ratio within such Range to be determined at the discretion of the Board (the “Reverse Stock Split Proposal”) and included in a public announcement. |
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | |||||||||
| 29,538,106 | 167,622 | 184,232 | - | |||||||||
| 2. | To approve for purposes of complying with NYSE American Rule 713(a), the issuance of Common Stock Units at $0.40 per Common Stock Unit with each Common Stock Unit consisting of: (i) one share of our voting common stock, (ii) a Series A Warrant to purchase one share of our common stock, (iii) a Series B warrant to purchase one Series B Unit with each Series B Unit consisting of (a) one share of our common stock and (b) a Series B-1 Warrant to purchase one share of our common stock, and (iv) a Series C warrant to purchase one Series C Unit with each Series C Unit consisting of (a) one share of our common stock and (b) a Series C-1 Warrant to purchase one share of our common stock in connection with the conversion of a $1.0 million Convertible Note dated January 26, 2024, which will result in potential issuances of securities of over 20% of the issued and outstanding shares of Common Stock (the “$1.0 million Convertible Note Proposal”). |
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | |||||||||
| 20,883,650 | 167,818 | 23,567 | 8,814,925 | |||||||||
| 3. | To approve for purposes of complying with NYSE American Rule 713(a), the issuance of Common Stock Units at $0.40 per Common Stock Unit with each Common Stock Unit consisting of: (i) one share of our voting common stock, (ii) a Series A warrant to purchase one share of our common stock, (iii) a Series B warrant to purchase one Series B Unit with each Series B Unit consisting of (a) one share of our common stock and (b) a Series B-1 Warrant to purchase one share of our common stock, and (iv) a Series C warrant to purchase one Series C Unit with each Series C Unit consisting of (a) one share of our common stock and (b) a Series C-1 Warrant to purchase one share of our common stock in connection with the conversion of a $2.0 million convertible note, as amended, issued pursuant to the Settlement Agreement dated March 9, 2024, which will result in potential issuances of securities of over 20% of the issued and outstanding shares of Common Stock (the “$2.0 million Convertible Note Proposal”). |
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | |||||||||
| 20,879,361 | 172,466 | 23,208 | 8,814,925 | |||||||||
| 4. | To approve for purposes of complying with NYSE American Rule 713(a), the issuance of shares of voting Common Stock in connection with a $25.0 million, with the right to increase to $50.0 million, Standby Equity Purchase Agreement dated December 10, 2024, as may be amended (the “SEPA”), which may result in potential issuances of securities of over 20% of the issued and outstanding shares of Common Stock (the “SEPA Proposal”). |
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | |||||||||
| 19,916,683 | 1,134,795 | 23,557 | 8,814,925 | |||||||||
| 5. | To approve the adjournment of the meeting, if necessary or advisable, to solicit additional proxies in favor of the Reverse Stock Split Proposal (“Adjournment Proposal”). |
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | |||||||||
| 28,954,184 | 188,176 | 193,782 | 553,818 | |||||||||
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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: June 11, 2024 | ||
| By: | /s/ Andrew Jackson | |
| Name: | Andrew Jackson | |
| Title: | Chief Financial Officer | |
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