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Calidi Biotherapeutics Announces Closing of $3.9 Million Registered Direct Offering and Concurrent Private Placement

SAN DIEGO, March 31, 2025 (GLOBE NEWSWIRE) -- Calidi Biotherapeutics, Inc. (NYSE:CLDI) ("Calidi" or the "Company"), a clinical-stage biotechnology company developing a new generation of targeted immunotherapies, today announced the closing of its previously announced registered direct offering, with a single institutional investor, for the issuance and sale of 3,325,000 shares of the Company's common stock, and pre-funded warrants to purchase up to 2,728,000 shares of Common Stock. In a concurrent private placement, the Company issued and sold to the investor Series G common warrants to purchase up to an aggregate of 6,053,000 shares common stock.

The combined offering price for each share of common stock (or pre-funded warrant in lieu thereof) and accompanying warrants was $0.65 (or $0.649 with respect to the pre-funded warrants). The pre-funded warrants have an exercise price of $0.001 per share, are exercisable immediately upon issuance, and will not expire until fully exercised. The Series G warrants have an exercise price of $0.6954 per share, are exercisable six (6) months from the date of issuance and will expire seven and one-half years following the initial exercise date. The securities issued in this transaction do not contain any variable or priced based resets.

Ladenburg Thalmann & Co. Inc. acted as exclusive placement agent for the offerings.

The closing of the registered direct offering and the concurrent private placement occurred on March 31, 2025. The gross proceeds to Calidi from the registered direct offering and the concurrent private placement, before deducting the placement agent fees and other offering expenses payable by the Company, were approximately $3.9 million. Calidi intends to use the net proceeds from the offerings for working capital and for general corporate purposes and to advance its pre-clinical and clinical programs.

The securities described above (excluding the series G warrants and the shares of common stock underlying the series G warrants) were offered pursuant to a shelf registration statement on Form S-3 (File No. 333-284229), declared effective by the United ...