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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d)
of
the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): November 8, 2023
CALIDI
BIOTHERAPEUTICS, INC.
(Exact
name of registrant as specified in its charter)
Delaware |
|
001-40789 |
|
86-2967193 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification
No.) |
4475
Executive Drive, Suite 200,
San
Diego, California |
|
92121 |
(Address
of principal executive offices) |
|
(Zip
Code) |
(858)
794-9600
(Registrant’s
telephone number, including area code)
N/A
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Title
of Each Class |
|
Trading
Symbol(s) |
|
Name
of Each Exchange on Which Registered |
Common
stock, par value $0.0001 per share |
|
CLDI |
|
NYSE
American LLC |
|
|
|
|
|
Warrants,
each whole warrant exercisable for one share of common stock |
|
CLDI
WS |
|
NYSE
American LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
1.01 Entry into a Material Definitive Agreement.
On
December 10, 2023, Calidi Biotherapeutics, Inc. (the “Company”) entered into a Standby Equity Purchase Agreement (the “SEPA”)
with YA II PN, Ltd., a Cayman Island exempt limited partnership (“Yorkville”). Pursuant to the SEPA, the Company will
have the right, but not the obligation, to sell to Yorkville up to $25,000,000 of its shares of Common Stock, par value $0.0001 per share
(the “Common Stock”), at the Company’s request any time during the 36 months following the execution of the SEPA. Subject
to certain conditions set forth in the SEPA, including payment of an additional commitment fee, the Company will have the right to increase
the commitment amount under the SEPA by an additional $25,000,000. Each sale the Company requests under the SEPA (each, an “Advance”)
may be for a number of shares of Common Stock equal to the lower of (i) an amount equal to 100% of the average of the Daily Traded Amount
(as defined pursuant to the SEPA) during the five consecutive Trading Days immediately preceding an Advance Notice or (ii) 5,000,000
SEPA Shares. The Common Stock would be purchased at 97.0% of the Market Price (as defined pursuant to the SEPA).
The
Company may not issue or sell any shares of Common Stock to Yorkville under the SEPA which, when aggregated with all other shares of
Common Stock beneficially owned by Yorkville and its affiliates (as calculated pursuant to Section 13(d) of the Securities Exchange Act
of 1934, as amended, and Rule 13d-3 promulgated thereunder), would result in Yorkville and its affiliates beneficially owning more than
4.99% of the outstanding shares of Common Stock (the “Beneficial Ownership Limitation”).
In
addition, the issuance of shares under the SEPA would be subject to certain limitations, including that the aggregate number of shares
of Common Stock issued pursuant to the SEPA cannot exceed 19.9% of the Company’s outstanding Common Stock as of December 10, 2023
(referred to as the “Exchange Cap”) unless such issuance of Common Stock in excess of the Exchange Cap complies with rules
of the NYSE American.
As
consideration for Yorkville’s commitment to purchase the Common Stock at the Company’s direction upon the terms and subject
to the conditions set forth in the SEPA, upon execution of the SEPA, the Company is obligated to pay a structuring fee of $25,000 to
an affiliate of Yorkville and issue $250,000 shares of Common Stock to Yorkville (the “Commitment Fee Shares”) which Commitment
Fee Shares will be determined by dividing $250,000 by the lowest daily VWAP of the Common Stock during the 10 Trading Days immediately
prior to the December 10, 2023.
Yorkville’s
obligation to purchase the Common Stock is subject to a number of conditions, including that a registration statement (the “SEPA
Registration Statement”) will be filed with the Commission registering the Commitment Fee Shares and the Common Stock to be issued
pursuant to an Advance under the Securities Act of 1933, as amended (“Securities Act”), and that the SEPA Registration Statement
is declared effective by the Commission.
The
foregoing description of the SEPA is qualified in its entirety by reference to the SEPA, which is filed hereto as Exhibit 10.1 and which
is incorporated herein by reference.
This
Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein,
nor shall there be any offer, solicitation or sale of the securities in any state in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of such state.
Item
3.02 Unregistered Sales of Equity Securities
The
information contained above in Item 1.01 is hereby incorporated by reference into this Item 3.02. In the SEPA, Yorkville represented
to the Company that, among other things, it is an “accredited investor” as defined in Rule 501(a)(3) of Regulation D under
the Securities Act. The Common Stock referred to in this Current Report on Form 8-K is being issued and sold by the Company to Yorkville
in reliance upon the exemption from the registration requirements of the Securities Act afforded by Section 4(a)(2) of the Securities
Act.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
(a)
On November 8, 2023, Mr. Thomas Vecchiolla announced that he will be resigning as a director of the Board of Directors (the “Board”)
of Calidi Biotherapeutics, Inc. (the “Company”) effective January 1, 2024. Mr. Vecchiolla’s resignation is for personal
reasons and not due to any disagreement with the Company’s management team or the Company’s Board on any matter relating
to the operations, policies or practices of the Company or any issues regarding the Company’s accounting policies or practices.
(d)
On November 8, 2023, the Board appointed Mr. David LaPre as a director to fill the vacancy in connection with Mr. Vecchiolla’s
departure, effective January 1, 2024. Mr. LaPre’s term will expire at the Company’s 2024 annual meeting of stockholders or
until his respective successors are duly elected and qualified.
David
LaPre. Mr. LaPre was the senior executive in Global Pharma Technical Operations at Roche/Genentech, where he served from 2002 until
his retirement in 2018. At Roche/Genentech, he led large-scale production and global distribution of medicines. Post-retirement, he advises
in the bio-pharma industry, leveraging his experience in operations, which includes strategy, leadership effectiveness and post-merger
integration. His experience includes VP, SVP and EVP roles at Roche across New Jersey, California and Switzerland. He holds an MBA from
New York University and a BS from Worcester Polytechnic Institute. He is active on various boards and committees, including those at
Hovione, Worcester Polytechnic Institute and Sanofi Biologics Advisory Board.
Item
9.01 Financial Statements and Exhibits.
Exhibit
Index
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:
December 12, 2023 |
|
|
|
By: |
/s/
Wendy Pizarro |
|
Name: |
Wendy
Pizarro |
|
Title: |
Chief
Administrative Officer and Chief Legal Officer |
Exhibit
10.1
STANDBY
EQUITY PURCHASE AGREEMENT
THIS
STANDBY EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of December 10, 2023 is made by and between YA
II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”), and CALIDI BIOTHERAPEUTICS, INC.,
a company incorporated under the laws of the State of Delaware (the “Company”).
WHEREAS,
the parties desire that, upon the terms and subject to the conditions contained herein, the Company shall have the right to issue and
sell to the Investor, from time to time as provided herein, and the Investor shall purchase from the Company, up to $25 million of the
Company’s shares of common stock, par value $0.0001 per share (the “Common Shares”), plus, at the Company’s
election, an additional $25 million of Common Shares, for an aggregate of $50 million of Common Shares;
WHEREAS,
the Common Shares are currently listed for trading on the NYSE American LLC under the symbol “CLDI;”
WHEREAS,
the offer and sale of the Common Shares issuable hereunder will be made in reliance upon Section 4(a)(2) under the Securities Act of
1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”), or upon such other
exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the transactions
to be made hereunder; and
WHEREAS,
in consideration of the Investor’s execution and delivery of this Agreement, the Company shall pay to the Investor the Commitment
Fee pursuant to and in accordance with Section 12.04.
NOW,
THEREFORE, the parties hereto agree as follows:
Article
I. Certain Definitions
“Additional
Shares” shall have the meaning set forth in Section 2.01(d)(ii).
“Adjusted
Advance Amount” shall have the meaning set forth in Section 2.01(d)(i).
“Advance”
shall mean any issuance and sale of Advance Shares by the Company to the Investor pursuant to Article II hereof.
“Advance
Date” shall mean the first Trading Day after expiration of the applicable Pricing Period for each Advance.
“Advance
Notice” shall mean a written notice in the form of Exhibit A attached hereto to the Investor executed by an officer of the
Company and setting forth the number of Advance Shares that the Company desires to issue and sell to the Investor.
“Advance
Notice Date” shall mean each date the Company is deemed to have delivered (in accordance with Section 2.01(b) of this Agreement)
an Advance Notice to the Investor, subject to the terms of this Agreement.
“Advance
Shares” shall mean the Common Shares that the Company shall issue and sell to the Investor pursuant to the terms of this Agreement.
“Affiliate”
shall have the meaning set forth in Section 3.07.
“Agreement”
shall have the meaning set forth in the preamble of this Agreement.
“Applicable
Laws” shall mean all applicable laws, statutes, rules, regulations, orders, executive orders, directives, policies, guidelines
and codes having the force of law, whether local, national, or international, as amended from time to time, including without limitation
(i) all applicable laws that relate to money laundering, terrorist financing, financial record keeping and reporting, (ii) all applicable
laws that relate to anti-bribery, anti-corruption, books and records and internal controls, including the United States Foreign Corrupt
Practices Act of 1977, and (iii) any Sanctions laws.
“Average
Price” means a price per Share equal to the quotient obtained by dividing (i) the aggregate gross purchase price paid by the
Investor for all Shares purchased pursuant to this Agreement, by (ii) the aggregate number of Shares issued pursuant to this Agreement.
“Black
Out Period” shall have the meaning set forth in Section 6.01(e)
“Closing”
shall have the meaning set forth in Section 2.02.
“Commitment
Amount” shall mean $25,000,000 of Common Shares, subject to increase by the Commitment Increase at the Company’s election
pursuant to the terms of this Agreement.
“Commitment
Increase” shall mean $25,000,000 of Common Shares.
“Commitment
Shares” shall have the meaning set forth in Section 12.04.
“Commitment
Period” shall mean the period commencing on the Effective Date and expiring upon the date of termination of this Agreement
in accordance with Section 10.01.
“Common
Shares” shall have the meaning set forth in the recitals of this Agreement.
“Company”
shall have the meaning set forth in the preamble of this Agreement.
“Company
Indemnitees” shall have the meaning set forth in Section 5.02.
“Condition
Satisfaction Date” shall have the meaning set forth in Section 7.01.
“Current
Report” shall have the meaning set forth in Section 6.12.
“Daily
Traded Amount” shall mean the daily trading volume of the Company’s Common Shares on the Principal Market during regular
trading hours as reported by Bloomberg L.P.
“Effective
Date” shall mean the date hereof.
“Environmental
Laws” shall have the meaning set forth in Section 4.13.
“Exchange
Act” shall mean the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
“Exchange
Cap” shall have the meaning set forth in Section 2.01(c)(iii).
“Excluded
Day” shall have the meaning set forth in Section 2.01(d)(i).
“Hazardous
Materials” shall have the meaning set forth in Section 4.13.
“Indemnified
Liabilities” shall have the meaning set forth in Section 5.01.
“Investor”
shall have the meaning set forth in the preamble of this Agreement.
“Investor
Indemnitees” shall have the meaning set forth in Section 5.01.
“Market
Price” shall mean the lowest of the daily VWAPs of the Common Shares during the relevant Pricing Period, other than the daily
VWAP on any Excluded Days.
“Material
Adverse Effect” shall mean any event, occurrence or condition that has had or would reasonably be expected to have (i) a material
adverse effect on the legality, validity or enforceability of this Agreement or the transactions contemplated herein, (ii) a material
adverse effect on the results of operations, assets, business or condition (financial or otherwise) of the Company and its Subsidiaries,
taken as a whole, or (iii) a material adverse effect on the Company’s ability to perform in any material respect on a timely basis
its obligations under this Agreement.
“Material
Outside Event” shall have the meaning set forth in Section 6.08.
“Maximum
Advance Amount” in respect of each Advance Notice means the lower of: (i) an amount equal to 100% of the average of the Daily
Traded Amount during the 5 consecutive Trading Days immediately preceding an Advance Notice, or (ii) 5,000,000 Common Shares.
“Minimum
Acceptable Price” or “MAP” shall mean the minimum price notified by the Company to the Investor in each
Advance Notice, if applicable.
“OFAC”
shall have the meaning set forth in Section 4.30.
“Ownership
Limitation” shall have the meaning set forth in Section 2.01(c)(i).
“Person”
shall mean an individual, a corporation, a partnership, a limited liability company, a trust or other entity or organization, including
a government or political subdivision or an agency or instrumentality thereof.
“Plan
of Distribution” shall mean the section of a Registration Statement disclosing the plan of distribution of the Shares.
“Pricing
Period” shall mean the three consecutive Trading Days commencing on the Advance Notice Date.
“Principal
Market” shall mean the NYSE American LLC; provided however, that in the event the Common Shares are ever listed or traded on
the Nasdaq Stock Market or the New York Stock Exchange, then the “Principal Market” shall mean such other market or exchange
on which the Common Shares are then listed or traded to the extent such other market or exchange is the principal trading market or exchange
for the Common Shares.
“Prospectus”
shall mean any prospectus (including, without limitation, all amendments and supplements thereto) used by the Company in connection with
a Registration Statement.
“Prospectus
Supplement” shall mean any prospectus supplement to a Prospectus filed with the SEC from time to time pursuant to Rule 424(b)
under the Securities Act, including the documents incorporated by reference therein, including, without limitation, any prospectus supplement
to be filed in accordance with Section 6.01 hereof.
“Purchase
Price” shall mean the price per Advance Share obtained by multiplying the Market Price by 97%.
“Registrable
Securities” shall mean (i) the Shares, and (ii) any securities issued or issuable with respect to any of the foregoing by way
of exchange, stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or
other reorganization or otherwise.
“Registration
Limitation” shall have the meaning set forth in Section 2.01(c)(ii).
“Registration
Statement” shall mean a registration statement on Form S-1 or Form S-3 or on such other form promulgated by the SEC for which
the Company then qualifies and which counsel for the Company shall deem appropriate, and which form shall be available for the registration
of the resale by the Investor of the Registrable Securities under the Securities Act, which registration statement provides for the resale
from time to time of the Shares as provided herein.
“Regulation
D” shall mean the provisions of Regulation D promulgated under the Securities Act.
“Sanctions”
shall have the meaning set forth in Section 4.30.
“Sanctioned
Countries” shall have the meaning set forth in Section 4.30.
“SEC”
shall mean the U.S. Securities and Exchange Commission.
“SEC
Documents” shall have the meaning set forth in Section 4.05.
“Securities
Act” shall have the meaning set forth in the recitals of this Agreement.
“Settlement
Document” shall have the meaning set forth in Section 2.02(a).
“Shares”
shall mean the Commitment Shares and the Common Shares to be issued from time to time hereunder pursuant to an Advance.
“Subsidiaries”
shall mean any Person in which the Company, directly or indirectly, (x) owns a majority of the outstanding capital stock or holds a majority
of the equity or similar interest of such Person or (y) controls or operates all or substantially all of the business, operations or
administration of such Person, and the foregoing are collectively referred to herein as “Subsidiaries.”
“Trading
Day” shall mean any day during which the Principal Market shall be open for business.
“Transaction
Documents” shall have the meaning set forth in Section 4.02.
“VWAP”
shall mean, for any Trading Day, the daily volume weighted average price of the Common Shares for such Trading Day on the Principal Market
during regular trading hours as reported by Bloomberg L.P.
Article
II. Advances
Section
2.01 Advances; Mechanics. Upon the terms and subject to the conditions of this Agreement, during the Commitment Period, the
Company, at its sole discretion, shall have the right, but not the obligation, to issue and sell to the Investor, and the Investor shall
purchase from the Company, Advance Shares by the delivery to the Investor of Advance Notices on the following terms:
| (a) | Advance
Notice. At any time during the Commitment Period the Company may require the Investor
to purchase Shares by delivering an Advance Notice to the Investor, subject to the satisfaction
or waiver by the Investor of the conditions set forth in Section 7.01, and in accordance
with the following provisions: |
| (i) | The
Company shall, in its sole discretion, select the number of Advance Shares, not to exceed
the Maximum Advance Amount, it desires to issue and sell to the Investor in each Advance
Notice and the time it desires to deliver each Advance Notice. |
| (ii) | There
shall be no mandatory minimum Advances and no non-usages fee for not utilizing the Commitment
Amount or any part thereof. |
| (b) | Date
of Delivery of Advance Notice. Advance Notices shall be delivered in accordance with
the instructions set forth on the bottom of Exhibit A attached hereto. An Advance
Notice shall be deemed delivered on (i) the day it is received by the Investor if such notice
is received by email at or before 9:00 a.m. Eastern Time (or later if waived by the Investor
in its sole discretion), or (ii) the immediately succeeding day if it is received by email
after 9:00 a.m. Eastern Time. |
| (c) | Advance
Limitations. Regardless of the number of Advance Shares requested by the Company in the
Advance Notice, the final number of Shares to be issued and sold pursuant to an Advance Notice
shall be reduced (if at all) in accordance with each of the following limitations: |
| (i) | Ownership
Limitation; Commitment Amount. At the request of the Company, the Investor shall inform
the Company of the number of shares the Investor beneficially owns. Notwithstanding anything
to the contrary contained in this Agreement, the Investor shall not be obligated to purchase
or acquire, and shall not purchase or acquire, any Common Shares under this Agreement which,
when aggregated with all other Common Shares beneficially owned by the Investor and its affiliates
(as calculated pursuant to Section 13(d) of the Exchange Act and Rule 13d-3 promulgated thereunder),
would result in the beneficial ownership by the Investor and its affiliates (on an aggregated
basis) to exceed 4.99% of the then outstanding voting power or number of Common Shares (the
“Ownership Limitation”). Upon the written request of the Investor, the
Company shall promptly (but no later than the next business day on which the transfer agent
for the Common Shares is open for business) confirm orally or in writing to the Investor
the number of Common Shares then outstanding. In connection with each Advance Notice delivered
by the Company, any portion of the Advance that would (i) cause the Investor to exceed the
Ownership Limitation or (ii) cause the aggregate number of Shares issued and sold to the
Investor hereunder to exceed the Commitment Amount shall automatically be withdrawn with
no further action required by the Company, and such Advance Notice shall be deemed automatically
modified to reduce the number of Advance Shares requested by an amount equal to such withdrawn
portion; provided that in the event of any such automatic withdrawal and automatic modification,
the Investor will promptly notify the Company of such event. |
| (ii) | Registration
Limitation. In no event shall an Advance exceed the amount of Common Shares registered
in respect of the transactions contemplated hereby under the Registration Statement then
in effect (the “Registration Limitation”). In connection with each Advance
Notice, any portion of an Advance that would exceed the Registration Limitation shall automatically
be withdrawn with no further action required by the Company and such Advance Notice shall
be deemed automatically modified to reduce the aggregate amount of the requested Advance
by an amount equal to such withdrawn portion; provided that in the event of any such automatic
withdrawal and automatic modification, the Investor will promptly notify the Company of such
event. |
| (iii) | Compliance
with Rules of Principal Market. Notwithstanding anything to the contrary herein, the
Company shall not effect any sales under this Agreement and the Investor shall not have the
obligation to purchase Common Shares under this Agreement to the extent (but only to the
extent) that after giving effect to such purchase and sale the aggregate number of Common
Shares issued under this Agreement would exceed 7,083,733 (representing 19.99% of the aggregate
amount of Common Shares issued and outstanding as of the date of this Agreement, calculated
in accordance with the rules of the Principal Market, which number shall be reduced, on a
share-for-share basis, by the number of Common Shares issued or issuable pursuant to any
transaction or series of transactions that may be aggregated with the transactions contemplated
by this Agreement under the applicable rules of the Principal Market (such maximum number
of shares, the “Exchange Cap”) provided that, the Exchange Cap
will not apply if (a) the Company’s stockholders have approved issuances in excess
of the Exchange Cap in accordance with the rules of the Principal Market, or (b) the Average
Price of all applicable sales of Common Shares hereunder (including any sales covered by
an Advance Notice that has been delivered prior to the determination of whether this clause
(b) applies) equals or exceeds the lower of (i) the closing price immediately preceding the
Effective Date of this Agreement; or (ii) the average closing price for the five Trading
Days immediately preceding the Effective Date of this Agreement. In connection with each
Advance Notice and subject to compliance with the rules of the Principal Market, any portion
of an Advance that would exceed the Exchange Cap shall automatically be withdrawn with no
further action required by the Company and such Advance Notice shall be deemed automatically
modified to reduce the aggregate amount of the requested Advance by an amount equal to such
withdrawn portion in respect of each Advance Notice. |
| (d) | Minimum
Acceptable Price. |
| (i) | With
respect to each Advance Notice, the Company may notify the Investor of the Minimum Acceptable
Price (“MAP”) with respect to such Advance by indicating a MAP on such Advance
Notice. If no MAP is specified in an Advance Notice, then no MAP shall be in effect in connection
with such Advance. Each Trading Day during a Pricing Period for which (A) with respect to
each Advance Notice with a MAP, the VWAP of the Common Shares is below the MAP in effect
with respect to such Advance Notice, or (B) there is no VWAP (each such day, an “Excluded
Day”), shall result in an automatic reduction to the number of Advance Shares set
forth in such Advance Notice by one third (the resulting amount of each Advance being the
“Adjusted Advance Amount”), and each Excluded Day shall be excluded from
the Pricing Period for purposes of determining the Market Price. |
| (ii) | The
total Advance Shares in respect of each Advance with any Excluded Day(s) (after reductions
have been made to arrive at the Adjusted Advance Amount) shall be increased by such number
of Common Shares (the “Additional Shares”) equal to the greater of (a)
the number of Common Shares sold by the Investor on such Excluded Day(s), if any, or (b)
such number of Common Shares elected to be subscribed for by the Investor, and the price
paid per share for each Additional Share shall be equal to the MAP in effect with respect
to such Advance Notice multiplied by 97%, provided that this increase shall not cause the
total Advance Shares to exceed the amount set forth in the original Advance Notice or any
limitations set forth in Section 2.01(c). |
| (e) | Unconditional
Contract. Notwithstanding any other provision in this Agreement, the Company and the
Investor acknowledge and agree that upon the Investor’s receipt of a valid Advance
Notice from the Company the parties shall be deemed to have entered into an unconditional
contract binding on both parties for the purchase and sale of Advance Shares pursuant to
such Advance Notice in accordance with the terms of this Agreement and (i) subject to Applicable
Laws and (ii) subject to Section 3.08, the Investor may sell Common Shares during the Pricing
Period. |
Section
2.02 Closings. The closing of each Advance and each sale and purchase of Advance Shares (each, a “Closing”)
shall take place as soon as practicable on or after each Advance Date in accordance with the procedures set forth below. The parties
acknowledge that the Purchase Price is not known at the time the Advance Notice is delivered (at which time the Investor is irrevocably
bound) but shall be determined on each Closing based on the daily prices of the Common Shares that are the inputs to the determination
of the Purchase Price as set forth further below. In connection with each Closing, the Company and the Investor shall fulfill each of
its obligations as set forth below:
| (a) | On
each Advance Date, the Investor shall deliver to the Company a written document, in the form
attached hereto as Exhibit B (each a “Settlement Document”), setting forth
the final number of Shares to be purchased by the Investor (taking into account any adjustments
pursuant to Section 2.01), the Market Price, the Purchase Price, the aggregate proceeds
to be paid by the Investor to the Company, and a report by a reporting service reasonably
agreed to by the parties, such as Bloomberg, L.P., indicating the VWAP for each of the Trading
Days during the Pricing Period, in each case in accordance with the terms and conditions
of this Agreement. |
| (b) | Promptly
after receipt of the Settlement Document with respect to each Advance (and, in any event,
not later than one Trading Day after such receipt), the Company will, or will cause its transfer
agent to, electronically transfer such number of Advance Shares to be purchased by the Investor
(as set forth in the Settlement Document) by crediting the Investor’s account or its
designee’s account at the Depository Trust Company through its Deposit Withdrawal at
Custodian System or by such other means of delivery as may be mutually agreed upon by the
parties hereto, and transmit notification to the Investor that such share transfer has been
requested. Promptly upon receipt of such notification, the Investor shall pay to the Company
the aggregate purchase price of the Shares (as set forth in the Settlement Document) in cash
in immediately available funds to an account designated by the Company in writing and transmit
notification to the Company that such funds transfer has been requested. No fractional shares
shall be issued, and any fractional amounts shall be rounded to the next higher whole number
of shares. To facilitate the transfer of the Common Shares by the Investor, the Common Shares
will not bear any restrictive legends so long as there is an effective Registration Statement
covering the resale of such Common Shares (it being understood and agreed by the Investor
that notwithstanding the lack of restrictive legends, the Investor may only sell such Common
Shares pursuant to the Plan of Distribution set forth in the Prospectus included in the Registration
Statement and otherwise in compliance with the requirements of the Securities Act (including
any applicable prospectus delivery requirements) or pursuant to an available exemption). |
| (c) | On
or prior to the Advance Date, each of the Company and the Investor shall deliver to the other
all documents, instruments and writings expressly required to be delivered by either of them
pursuant to this Agreement in order to implement and effect the transactions contemplated
herein. |
| (d) | Notwithstanding
anything to the contrary in this Agreement, if on any day during the Pricing Period (i) the
Company notifies Investor that a Material Outside Event has occurred, or (ii) the Company
notifies the Investor of a Black Out Period, the parties agree that the pending Advance shall
end and the final number of Advance Shares to be purchased by the Investor at the Closing
for such Advance shall be equal to the number of Common Shares sold by the Investor during
the applicable Pricing Period prior to the notification from the Company of a Material Outside
Event or Black Out Period. |
Section
2.03 Hardship.
| (a) | In
the event the Investor sells Common Shares after receipt of an Advance Notice and the Company
fails to perform its obligations as mandated in Section 2.02, the Company agrees that in
addition to and in no way limiting the rights and obligations set forth in Article V hereto
and in addition to any other remedy to which the Investor is entitled at law or in equity,
including, without limitation, specific performance, it will hold the Investor harmless against
any loss, claim, damage, or expense (including reasonable legal fees and expenses), as incurred,
arising out of or in connection with such default by the Company and acknowledges that irreparable
damage may occur in the event of any such default. It is accordingly agreed that the Investor
shall be entitled to an injunction or injunctions to prevent such breaches of this Agreement
and to specifically enforce (subject to Applicable Laws and the rules of the Principal Market),
without the posting of a bond or other security, the terms and provisions of this Agreement. |
| (b) | In
the event the Company provides an Advance Notice and the Investor fails to perform its obligations
as mandated in Section 2.02, the Investor agrees that in addition to and in no way limiting
the rights and obligations set forth in Article V hereto and in addition to any other remedy
to which the Company is entitled at law or in equity, including, without limitation, specific
performance, it will hold the Company harmless against any loss, claim, damage, or expense
(including reasonable legal fees and expenses), as incurred, arising out of or in connection
with such default by the Investor and acknowledges that irreparable damage may occur in the
event of any such default. It is accordingly agreed that the Company shall be entitled to
an injunction or injunctions to prevent such breaches of this Agreement and to specifically
enforce (subject to the Securities Act and other rules of the Principal Market), without
the posting of a bond or other security, the terms and provisions of this Agreement. |
Section
2.04 Completion of Resale Pursuant to the Registration Statement. After the Investor has purchased the full Commitment Amount
and has completed the subsequent resale of the full Commitment Amount pursuant to the Registration Statement, Investor will notify the
Company in writing (which may be by e-mail) that all subsequent resales are completed and the Company will be under no further obligation
to maintain the effectiveness of the Registration Statement.
Section
2.05 Increase to Commitment Amount. At any time during the Commitment Period, the Company may increase the Commitment Amount
by the Commitment Increase at its sole election by providing written notice to the Investor electing to make such increase, provided
that the Company may only make such election in whole, and not in part, and may not make such election if it has exhausted the original
Commitment Amount.
Article
III. Representations and Warranties of the Investor
The
Investor represents and warrants to the Company, as of the date hereof, as of each Advance Notice Date and as of each Advance Date that:
Section
3.01 Organization and Authorization. The Investor is duly organized, validly existing and in good standing under the laws of
the Cayman Islands and has the requisite corporate power and authority to enter into and perform its obligations under this Agreement
and to purchase or acquire Shares in accordance with the terms hereof. The decision to invest and the execution and delivery of this
Agreement by the Investor, the performance by the Investor of its obligations hereunder and the consummation by the Investor of the transactions
contemplated hereby have been duly authorized and require no other proceedings on the part of the Investor. The undersigned has the right,
power and authority to execute and deliver this Agreement and all other instruments on behalf of the Investor or its shareholders. This
Agreement has been duly executed and delivered by the Investor and, assuming the execution and delivery hereof and acceptance thereof
by the Company, will constitute the legal, valid and binding obligations of the Investor, enforceable against the Investor in accordance
with its terms.
Section
3.02 Evaluation of Risks. The Investor has such knowledge and experience in financial, tax and business matters as to be capable
of evaluating the merits and risks of, and bearing the economic risks entailed by, an investment in the Common Shares of the Company
and of protecting its interests in connection with the transactions contemplated hereby. The Investor acknowledges and agrees that its
investment in the Company involves a high degree of risk, and that the Investor may lose all or a part of its investment.
Section
3.03 No Legal, Investment or Tax Advice from the Company. The Investor acknowledges that it had the opportunity to review this
Agreement and the transactions contemplated by this Agreement with its own legal counsel and investment and tax advisors. The Investor
is relying solely on such counsel and advisors and not on any statements or representations of the Company or any of the Company’s
representatives or agents for legal, tax, investment or other advice with respect to the Investor’s acquisition of Common Shares
hereunder, the transactions contemplated by this Agreement or the laws of any jurisdiction, and the Investor acknowledges that the Investor
may lose all or a part of its investment.
Section
3.04 Investment Purpose. The Investor is acquiring the Common Shares for its own account, for investment purposes and not with
a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered under
or exempt from the registration requirements of the Securities Act; provided, however, that by making the representations herein, the
Investor does not agree, or make any representation or warranty, to hold any of the Shares for any minimum or other specific term and
reserves the right to dispose of the Shares at any time in accordance with, or pursuant to, a Registration Statement filed pursuant to
this Agreement or an applicable exemption under the Securities Act. The Investor does not presently have any agreement or understanding,
directly or indirectly, with any Person to sell or distribute any of the Shares. The Investor acknowledges
that it will be disclosed as an “underwriter” and a “selling stockholder” in each Registration Statement and
in any prospectus contained therein to the extent required by applicable law and to the extent the prospectus is related to the resale
of Registrable Securities.
Section
3.05 Accredited Investor. The Investor is an “Accredited Investor” as that term is defined in Rule 501(a)(3)
of Regulation D.
Section
3.06 Information. The Investor and its advisors (and its counsel), if any, have been furnished with all materials relating
to the business, finances and operations of the Company and information the Investor deemed material to making an informed investment
decision. The Investor and its advisors (and its counsel), if any, have been afforded the opportunity to ask questions of the Company
and its management and have received answers to such questions. Neither such inquiries nor any other due diligence investigations conducted
by such Investor or its advisors (and its counsel), if any, or its representatives shall modify, amend or affect the Investor’s
right to rely on the Company’s representations and warranties contained in this Agreement. The Investor acknowledges and agrees
that the Company has not made to the Investor, and the Investor acknowledges and agrees it has not relied upon, any representations and
warranties of the Company, its employees or any third party other than the representations and warranties of the Company contained in
this Agreement. The Investor understands that its investment involves a high degree of risk. The Investor has sought such accounting,
legal and tax advice, as it has considered necessary to make an informed investment decision with respect to the transactions contemplated
hereby.
Section
3.07 Not an Affiliate. The Investor is not an officer, director or a person that directly, or indirectly through one or more
intermediaries, controls or is controlled by, or is under common control with the Company or any “Affiliate” of the
Company (as that term is defined in Rule 405 promulgated under the Securities Act).
Section
3.08 No Prior Short Sales. At no time prior to the date of this Agreement has the Investor, its sole member, any of their respective
officers, or any entity managed or controlled by the Investor or its sole member, engaged in or effected, in any manner whatsoever, directly
or indirectly, for its own principal account, any (i) “short sale” (as such term is defined in Rule 200 of Regulation SHO
of the Exchange Act) of the Common Shares or (ii) hedging transaction, which establishes a net short position with respect to the Common
Shares that remains in effect as of the date of this Agreement.
Section
3.09 General Solicitation. Neither the Investor, nor any of its affiliates, nor any person acting on its or their behalf, has
engaged or will engage in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection
with any offer or sale of the Common Shares by the Investor.
Article
IV. Representations and Warranties of the Company
Except
as set forth in the SEC Documents, the Company represents and warrants to the Investor that, as of the date hereof, each Advance Notice
Date and each Advance Date (other than representations and warranties which address matters only as of a certain date, which shall be
true and correct as written as of such certain date):
Section
4.01 Organization and Qualification. Each of the Company and its Subsidiaries is an entity duly organized and validly existing
under the laws of their respective jurisdiction of organization, and has the requisite power and authority to own its properties and
to carry on its business as now being conducted. Each of the Company and its Subsidiaries is duly qualified to do business and is in
good standing (to the extent applicable) in every jurisdiction in which the nature of the business conducted by it makes such qualification
necessary, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect.
Section
4.02 Authorization, Enforcement, Compliance with Other Instruments. The Company has the requisite corporate power and authority
to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Shares in accordance
with the terms hereof and thereof. The execution and delivery by the Company of this Agreement and the other Transaction Documents, and
the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the
Common Shares) have been or (with respect to consummation) will be duly authorized by the Company’s board of directors and no further
consent or authorization will be required by the Company, its board of directors or its shareholders, subject to Section 2.01(c)(iii).
This Agreement and the other Transaction Documents to which the Company is a party have been (or, when executed and delivered, will be)
duly executed and delivered by the Company and, assuming the execution and delivery thereof and acceptance by the Investor, constitute
(or, when duly executed and delivered, will be) the legal, valid and binding obligations of the Company, enforceable against the Company
in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable
bankruptcy, insolvency, reorganization, moratorium, liquidation or other laws relating to, or affecting generally, the enforcement of
applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal
or state securities law. “Transaction Documents” means, collectively, this Agreement and each of the other agreements
and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby,
as may be amended from time to time.
Section
4.03 Authorization of the Shares. The Shares to be issued under this Agreement have been, or with respect to Shares to be purchased
by the Investor pursuant to an Advance Notice, will be, when issued and delivered pursuant to the terms approved by the board of directors
of the Company or a duly authorized committee thereof, or a duly authorized executive committee, against payment therefor as provided
herein, duly and validly authorized and issued and fully paid and nonassessable, free and clear of any pledge, lien, encumbrance, security
interest or other claim, including any statutory or contractual preemptive rights, resale rights, rights of first refusal or other similar
rights, and will be registered pursuant to Section 12 of the Exchange Act. The Shares, when issued, will conform to the description thereof
set forth in or incorporated into the Prospectus.
Section
4.04 No Conflict. The execution, delivery and performance of the Transaction Documents by the Company and the consummation
by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Common Shares)
will not (i) result in a violation of the articles of incorporation or other organizational documents of the Company or its Subsidiaries
(with respect to consummation, as the same may be amended prior to the date on which any of the transactions contemplated hereby are
consummated), (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default)
under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument
to which the Company or its Subsidiaries is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or
decree (including federal and state securities laws and regulations) applicable to the Company or its Subsidiaries or by which any property
or asset of the Company or its Subsidiaries is bound or affected except, in the case of clause (ii) or (iii) above, to the extent such
violations that would not reasonably be expected to have a Material Adverse Effect.
Section
4.05 SEC Documents; Financial Statements. Since September 13, 2023, the Company has filed (giving effect to permissible extensions
in accordance with Rule 12b-25 under the Exchange Act) all reports, schedules, forms, statements and other documents required to be filed
by it with the SEC pursuant to the Exchange Act, including, without limitation, the Current Report, each Registration Statement, as the
same may be amended from time to time, the Prospectus contained therein and each Prospectus Supplement thereto, and all information contained
in such filings and all documents and disclosures that have been or may in the future be incorporated by reference therein (all such
documents hereinafter referred to as the “SEC Documents”). The Company has delivered or made available to the Investor
through the SEC’s website at http://www.sec.gov, true and complete copies of the SEC Documents, as applicable. Except as disclosed
in amendments or subsequent filings to the SEC Documents, as of its filing date (or, if amended or superseded by a filing prior to the
date hereof, on the date of such amended or superseded filing), each SEC Documents complied in all material respects with the requirements
of the Exchange Act or the Securities Act, as applicable, and the rules and regulations of the SEC promulgated thereunder applicable
to the SEC Documents, and did not contain any untrue statement of a material fact or omitted to state a material fact required to be
stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not
misleading.
Section
4.06 Financial Statements. The consolidated financial statements of the Company included or incorporated by reference in the
SEC Documents, together with the related notes and schedules, present fairly, in all material respects, the consolidated financial position
of the Company and the Subsidiaries as of the dates indicated and the consolidated results of operations, cash flows and changes in stockholders’
equity of the Company for the periods specified and have been prepared in compliance with the requirements of the Securities Act and
Exchange Act and in conformity with generally accepted accounting principles in the United States (“GAAP”) applied
on a consistent basis (except for (i) such adjustments to accounting standards and practices as are noted therein, (ii) in the case of
unaudited interim financial statements, to the extent such financial statements may not include footnotes required by GAAP or may be
condensed or summary statements and (iii) such adjustments which are not material, either individually or in the aggregate) during the
periods involved; the other financial and statistical data with respect to the Company and the Subsidiaries contained or incorporated
by reference in the SEC Documents are accurately and fairly presented and prepared on a basis consistent with the financial statements
and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be included or
incorporated by reference in the SEC Documents that are not included or incorporated by reference as required; the Company and the Subsidiaries
do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described
in the SEC Documents (excluding the exhibits thereto); and all disclosures contained or incorporated by reference in the SEC Documents
regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in
all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable.
The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the SEC Documents fairly presents
the information called for in all material respects and has been prepared in accordance with the SEC’s rules and guidelines applicable
thereto.
Section
4.07 Registration Statement and Prospectus. Each Registration Statement and the offer and sale of Shares as contemplated hereby,
if and when filed, will meet the requirements of Rule 415 under the Securities Act and comply in all material respects with said Rule.
Any statutes, regulations, contracts or other documents that are required to be described in a Registration Statement or a Prospectus,
or to be filed as exhibits to a Registration Statement have been so described or filed. Copies of each Registration Statement, any Prospectus,
and any such amendments or supplements thereto and all documents incorporated by reference therein that were filed with the Commission
on or prior to the date of this Agreement have been delivered, or are available through EDGAR, to the Investor and its counsel. The Company
has not distributed and, prior to the later to occur of each Advance Date and completion of the distribution of the Shares, will not
distribute any offering material in connection with the offering or sale of the Shares other than a Registration Statement and the Prospectus
to which the Investor has consented.
Section
4.08 No Misstatement or Omission. Each Registration Statement, when it became or becomes effective, and any Prospectus, on
the date of such Prospectus or amendment or supplement, conformed and will conform in all material respects with the requirements of
the Securities Act. At each Advance Date, the Registration Statement, and the Prospectus, as of such date, will conform in all material
respects with the requirements of the Securities Act. Each Registration Statement, when it became or becomes effective, did not, and
will not, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary
to make the statements therein not misleading. Each Prospectus did not, or will not, include an untrue statement of a material fact or
omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not
misleading. The documents incorporated by reference in a Prospectus or any Prospectus Supplement did not, and any further documents filed
and incorporated by reference therein will not, when filed with the Commission, contain an untrue statement of a material fact or omit
to state a material fact required to be stated in such document or necessary to make the statements in such document, in light of the
circumstances under which they were made, not misleading. The foregoing shall not apply to statements in, or omissions from, any such
document made in reliance upon, and in conformity with, information furnished to the Company by the Investor specifically for use in
the preparation thereof.
Section
4.09 Conformity with Securities Act and Exchange Act. Each Registration Statement, each Prospectus, or any amendment or supplement
thereto, and the documents incorporated by reference in each Registration Statement, Prospectus or any amendment or supplement thereto,
when such documents were or are filed with the SEC under the Securities Act or the Exchange Act or became or become effective under the
Securities Act, as the case may be, conformed or will conform in all material respects with the requirements of the Securities Act and
the Exchange Act, as applicable.
Section
4.10 Equity Capitalization. As of the date hereof, the authorized capital of the Company consists of 331,000,000 shares of
capital stock, of which 330,000,000 shares are designated common stock, par value $0.0001 per share, and 1,000,000 shares are undesignated
preferred stock, par value $0.0001 per share. As of the date hereof, the Company had 35,463,733 shares of common stock outstanding and
no shares of preferred stock outstanding.
The
Common Shares are registered pursuant to Section 12(b) of the Exchange Act and is currently listed on a Principal Market under the trading
symbol “CLDI.” The Company has taken no action designed to, or likely to have the effect of, terminating the registration
of the Common Shares under the Exchange Act, delisting the Common Shares from the Principal Market, nor has the Company received any
notification that the Commission or the Principal Market is contemplating terminating such registration or listing. To the Company’s
knowledge, it is in compliance with all applicable listing requirements of the Principal Market.
Section
4.11 Intellectual Property Rights. The Company and its Subsidiaries own or possess adequate rights or licenses to use all material
trademarks, trade names, service marks, service mark registrations, service names, patents, patent rights, copyrights, inventions, licenses,
approvals, governmental authorizations, trade secrets and rights, if any, necessary to conduct their respective businesses as now conducted,
except as would not cause a Material Adverse Effect. The Company and its Subsidiaries have not received written notice of any infringement
by the Company or its Subsidiaries of trademark, trade name rights, patents, patent rights, copyrights, inventions, licenses, service
names, service marks, service mark registrations, or trade secrets, except as would not cause a Material Adverse Effect. To the knowledge
of the Company, there is no claim, action or proceeding being made or brought against, or to the Company’s knowledge, being threatened
against the Company or its Subsidiaries regarding trademark, trade name, patents, patent rights, invention, copyright, license, service
names, service marks, service mark registrations, trade secret or other infringement; and, except as would not cause a Material Adverse
Effect, the Company is not aware of any facts or circumstances which might give rise to any of the foregoing.
Section
4.12 Employee Relations. Neither the Company nor any of its Subsidiaries is involved in any labor dispute nor, to the knowledge
of the Company or any of its Subsidiaries, is any such dispute threatened, in each case which is reasonably likely to cause a Material
Adverse Effect.
Section
4.13 Environmental Laws. The Company and its Subsidiaries (i) have not received written notice alleging any failure to comply
in all material respects with all Environmental Laws (as defined below), (ii) have received all permits, licenses or other approvals
required of them under applicable Environmental Laws to conduct their respective businesses and (iii) have not received written notice
alleging any failure to comply with all terms and conditions of any such permit, license or approval where, in each of the foregoing
clauses (i), (ii) and (iii), the failure to so comply would be reasonably expected to have, individually or in the aggregate, a Material
Adverse Effect. The term “Environmental Laws” means all applicable federal, state and local laws relating to pollution
or protection of human health or the environment (including, without limitation, ambient air, surface water, groundwater, land surface
or subsurface strata), including, without limitation, laws relating to emissions, discharges, releases or threatened releases of chemicals,
pollutants, contaminants, or toxic or hazardous substances or wastes (collectively, “Hazardous Materials”) into the
environment, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling
of Hazardous Materials, as well as all authorizations, codes, decrees, demands or demand letters, injunctions, judgments, licenses, notices
or notice letters, orders, permits, plans or regulations issued, entered, promulgated or approved thereunder.
Section
4.14 Title. Except as would not cause a Material Adverse Effect, the Company (or its Subsidiaries) has indefeasible fee simple
or leasehold title to its properties and material assets owned by it, free and clear of any pledge, lien, security interest, encumbrance,
claim or equitable interest other than such as are not material to the business of the Company. Any real property and facilities held
under lease by the Company and its Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions
as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company and
its Subsidiaries.
Section
4.15 Insurance. The Company and each of its Subsidiaries are insured by insurers of recognized financial responsibility against
such losses and risks and in such amounts as management of the Company believes to be prudent and customary in the businesses in which
the Company and its Subsidiaries are engaged. The Company has no reason to believe that it will not be able to renew its existing insurance
coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business
at a cost that would not have a Material Adverse Effect.
Section
4.16 Regulatory Permits. Except as would not cause a Material Adverse Effect, the Company and its Subsidiaries possess all
material certificates, authorizations and permits issued by the appropriate federal, state or foreign regulatory authorities necessary
to own their respective businesses, and neither the Company nor any such Subsidiary has received any written notice of proceedings relating
to the revocation or modification of any such certificate, authorization or permits.
Section
4.17 Internal Accounting Controls. The Company maintains a system of internal accounting controls sufficient to provide reasonable
assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions
are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and
to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific
authorization and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate
action is taken with respect to any differences, and management is not aware of any material weaknesses that are not disclosed in the
SEC Documents as and when required.
Section
4.18 Absence of Litigation. Except as disclosed in the SEC Documents, there is no action, suit, proceeding, inquiry or investigation
before or by any court, public board, government agency, self-regulatory organization or body pending against or affecting the Company,
the Common Shares or any of the Company’s Subsidiaries, wherein an unfavorable decision, ruling or finding would have a Material
Adverse Effect.
Section
4.19 Subsidiaries. Except as disclosed in the SEC Documents, and other than Calidi GmbH, formerly StemVac GmbH, a wholly owned
subsidiary of the Company based in Germany, the Company does not presently own or control, directly or indirectly, any interest in any
other corporation, partnership, association or other business entity.
Section
4.20 Tax Status. Each of the Company and its Subsidiaries (i) has timely made or filed all foreign, federal and state income
and all other tax returns, reports and declarations required by any jurisdiction to which it is subject, (ii) has timely paid all taxes
and other governmental assessments and charges that are material in amount, shown or determined to be due on such returns, reports and
declarations, except those being contested in good faith and (iii) has set aside on its books provision reasonably adequate for the payment
of all taxes for periods subsequent to the periods to which such returns, reports or declarations apply. The Company has not received
written notification of any unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the
officers of the Company and its Subsidiaries know of no basis for any such claim where failure to pay would cause a Material Adverse
Effect.
Section
4.21 Certain Transactions. Except as not required to be disclosed pursuant to Applicable Laws or except as disclosed in the
SEC Documents, none of the officers or directors of the Company is presently a party to any transaction with the Company (other than
for services as employees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing
of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any officer
or director, or to the knowledge of the Company, any corporation, partnership, trust or other entity in which any officer or director
has a substantial interest or is an officer, director, trustee or partner.
Section
4.22 Rights of First Refusal. The Company is not obligated to offer the Common Shares offered hereunder on a right of first
refusal basis to any third parties including, but not limited to, current or former shareholders of the Company, underwriters, brokers,
agents or other third parties.
Section
4.23 Dilution. The Company is aware and acknowledges that issuance of Common Shares hereunder could cause dilution to existing
shareholders and could significantly increase the outstanding number of Common Shares.
Section
4.24 Acknowledgment Regarding Investor’s Purchase of Shares. The Company acknowledges and agrees that the Investor is
acting solely in the capacity of an arm’s length investor with respect to this Agreement and the transactions contemplated hereunder.
The Company further acknowledges that the Investor is not acting as a financial advisor or fiduciary of the Company (or in any similar
capacity) with respect to this Agreement and the transactions contemplated hereunder and any advice given by the Investor or any of its
representatives or agents in connection with this Agreement and the transactions contemplated hereunder is merely incidental to the Investor’s
purchase of the Shares hereunder. The Company is aware and acknowledges that it shall not be able to request Advances under this Agreement
if the Registration Statement is not effective or if any issuances of Common Shares pursuant to any Advances would violate any rules
of the Principal Market. The Company acknowledges and agrees that it is capable of evaluating and understanding, and understands and
accepts, the terms, risks and conditions of the transactions contemplated by this Agreement.
Section
4.25 Finder’s Fees. Neither the Company nor any of the Subsidiaries has incurred any liability for any finder’s
fees, brokerage commissions or similar payments in connection with the transactions herein contemplated.
Section
4.26 Relationship of the Parties. Neither the Company, nor any of its Subsidiaries, affiliates, nor any person acting on its
or their behalf is a client or customer of the Investor or any of its affiliates and neither the Investor nor any of its affiliates has
provided, or will provide, any services to the Company or any of its affiliates, its subsidiaries, or any person acting on its or their
behalf. The Investor’s relationship to Company is solely as investor as provided for in the Transaction Documents.
Section
4.27 Operations. The operations of the Company and its Subsidiaries are and have been conducted at all times in compliance
with and neither the Company nor the Subsidiaries, nor any director, officer, or employee of the Company or any Subsidiary nor, to the
Company’s knowledge, any agent, affiliate or other person acting on behalf of the Company or any Subsidiary has, not complied with
Applicable Law; and no action, suit or proceeding by or before any governmental authority involving the Company or any of its Subsidiaries
with respect to Applicable Laws is pending or, to the knowledge of the Company, threatened.
Section
4.28 Forward-Looking Statements. No forward-looking statement (within the meaning of Section 27A of the Securities Act and
Section 21E of the Exchange Act) contained in the Registration Statement or a Prospectus has been made or reaffirmed without a reasonable
basis or has been disclosed other than in good faith.
Section
4.29 Compliance with Laws. The Company and each of its Subsidiaries are in compliance with Applicable Laws; the Company has
not received a notice of non-compliance, nor knows of, nor has reasonable grounds to know of, any facts that any director, officer, or
employee of the Company or any Subsidiary nor, to the Company’s knowledge, any agent, affiliate or other person acting on behalf
of the Company or any Subsidiary has not complied with Applicable Laws, or could give rise to a notice of non-compliance with Applicable
Laws, and is not aware of any pending change or contemplated change to any applicable law or regulation or governmental position; in
each case that would have a Material Adverse Effect.
Section
4.30 Sanctions Matters. Neither the Company nor any of its Subsidiaries or, to the knowledge of the Company, any director,
officer or controlled affiliate of the Company or any director or officer of any Subsidiary, is a Person that is, or is owned or controlled
by a Person that is (i) the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign
Asset Control (“OFAC”), the United Nations Security Council, the European Union, His Majesty’s Treasury, or
other relevant sanctions authorities, including, without limitation, designation on OFAC’s Specially Designated Nationals and Blocked
Persons List or OFAC’s Foreign Sanctions Evaders List or other relevant sanctions authority (collectively, “Sanctions”),
or (ii) located, organized or resident in a country or territory that is the subject of Sanctions that broadly prohibit dealings with
that country or territory (including, without limitation, the Crimea, Zaporizhzhia and Kherson regions, the Donetsk People’s Republic
and Luhansk People’s Republic in Ukraine, Cuba, Iran, North Korea, Russia, Sudan and Syria (the “Sanctioned Countries”)).
Neither the Company nor any of its Subsidiaries will, directly or indirectly, use the proceeds from the sale of Advance Shares, or lend,
contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person (a) for the purpose of
funding or facilitating any activities or business of or with any Person or in any country or territory that, at the time of such funding
or facilitation, is the subject of Sanctions or is a Sanctioned Country, or (b) in any other manner that will result in a violation of
Sanctions or Applicable Laws by any Person (including any Person participating in the transactions contemplated by this Agreement, whether
as underwriter, advisor, investor or otherwise). For the past five years, neither the Company nor any of its Subsidiaries has engaged
in, and is now not engaged in, any dealings or transactions with any Person, or in any country or territory, that at the time of the
dealing or transaction is or was the subject of Sanctions or was a Sanctioned Country. Neither the Company nor any of its Subsidiaries
nor any director, officer or controlled affiliate of the Company or any of its Subsidiaries, has ever had funds blocked by a United States
bank or financial institution, temporarily or otherwise, as a result of OFAC concerns.
Article
V. Indemnification
The
Investor and the Company represent to the other the following with respect to itself:
Section
5.01 Indemnification by the Company. In consideration of the Investor’s execution and delivery of this Agreement and
acquiring the Shares hereunder, and in addition to all of the Company’s other obligations under this Agreement, the Company shall
defend, protect, indemnify and hold harmless the Investor and its investment manager, Yorkville Advisors Global, LP, and each of their
respective officers, directors, managers, members, partners, employees and agents (including, without limitation, those retained in connection
with the transactions contemplated by this Agreement) and each person who controls the Investor within the meaning of Section 15 of the
Securities Act or Section 20 of the Exchange Act (collectively, the “Investor Indemnitees”) from and against any and
all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and reasonable and documented
expenses in connection therewith (irrespective of whether any such Investor Indemnitee is a party to the action for which indemnification
hereunder is sought), and including reasonable attorneys’ fees and disbursements (the “Indemnified Liabilities”),
incurred by the Investor Indemnitees or any of them as a result of, or arising out of, or relating to (a) any untrue statement or alleged
untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or
in any amendment thereof, or in any related prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based
upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements
therein not misleading; provided, however, that the Company will not be liable in any such case to the extent that any
such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission
or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by or on behalf
of the Investor specifically for inclusion therein; (b) any material misrepresentation or breach of any material representation or material
warranty made by the Company in this Agreement or any other certificate, instrument or document contemplated hereby or thereby; or (c)
any material breach of any material covenant, material agreement or material obligation of the Company contained in this Agreement or
any other certificate, instrument or document contemplated hereby or thereby. To the extent that the foregoing undertaking by the Company
may be unenforceable under Applicable Law, the Company shall make the maximum contribution to the payment and satisfaction of each of
the Indemnified Liabilities, which is permissible under Applicable Law.
Section
5.02 Indemnification by the Investor. In consideration of the Company’s execution and delivery of this Agreement, and
in addition to all of the Investor’s other obligations under this Agreement, the Investor and each person who controls the Investor
within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act shall defend, protect, indemnify and hold harmless
the Company and all of its officers, directors, shareholders, employees and agents (including, without limitation, those retained in
connection with the transactions contemplated by this Agreement) (collectively, the “Company Indemnitees”) from and
against any and all Indemnified Liabilities incurred by the Company Indemnitees or any of them as a result of, or arising out of, or
relating to (a) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration
of the Shares as originally filed or in any amendment thereof, or in any related prospectus, or in any amendment thereof or supplement
thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading; provided, however, that the Investor will only be liable for
written information relating to the Investor furnished to the Company by or on behalf of the Investor specifically for inclusion in the
documents referred to in the foregoing indemnity, and will not be liable in any such case to the extent that any such loss, claim, damage
or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made
therein in reliance upon and in conformity with written information furnished to the Investor by or on behalf of the Company specifically
for inclusion therein; (b) any misrepresentation or breach of any representation or warranty made by the Investor in this Agreement or
any instrument or document contemplated hereby or thereby executed by the Investor; or (c) any breach of any covenant, agreement or obligation
of the Investor contained in this Agreement or any other certificate, instrument or document contemplated hereby or thereby executed
by the Investor. To the extent that the foregoing undertaking by the Investor may be unenforceable under Applicable Laws, the Investor
shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities, which is permissible under
Applicable Laws.
Section
5.03 Notice of Claim. Promptly after receipt by an Investor Indemnitee or Company Indemnitee of notice of the commencement
of any action or proceeding (including any governmental action or proceeding) involving an Indemnified Liability, such Investor Indemnitee
or Company Indemnitee, as applicable, shall, if a claim for an Indemnified Liability in respect thereof is to be made against any indemnifying
party under this Article V, deliver to the indemnifying party a written notice of the commencement thereof; but the failure to so notify
the indemnifying party will not relieve it of liability under this Article V except to the extent the indemnifying party is prejudiced
by such failure. The indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires,
jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel mutually reasonably
satisfactory to the indemnifying party and the Investor Indemnitee or Company Indemnitee, as the case may be; provided, however, that
an Investor Indemnitee or Company Indemnitee shall have the right to retain its own counsel with the actual and reasonable third party
fees and expenses of not more than one counsel for such Investor Indemnitee or Company Indemnitee to be paid by the indemnifying party,
if, in the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel of the Investor Indemnitee
or Company Indemnitee and the indemnifying party would be inappropriate due to actual or potential differing interests between such Investor
Indemnitee or Company Indemnitee and any other party represented by such counsel in such proceeding. The Investor Indemnitee or Company
Indemnitee shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim
by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Investor Indemnitee
or Company Indemnitee which relates to such action or claim. The indemnifying party shall keep the Investor Indemnitee or Company Indemnitee
reasonably apprised as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall
be liable for any settlement of any action, claim or proceeding effected without its prior written consent, provided, however, that the
indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the prior written
consent of the Investor Indemnitee or Company Indemnitee, consent to entry of any judgment or enter into any settlement or other compromise
which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Investor Indemnitee or Company
Indemnitee of a release from all liability in respect to such claim or litigation. Following indemnification as provided for hereunder,
the indemnifying party shall be subrogated to all rights of the Investor Indemnitee or Company Indemnitee with respect to all third parties,
firms or corporations relating to the matter for which indemnification has been made. The indemnification required by this Article V
shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received
and payment therefor is due.
Section
5.04 Remedies. The remedies provided for in this Article V are not exclusive and shall not limit any right or remedy which
may be available to any indemnified person at law or equity. The obligations of the parties to indemnify or make contribution under this
Article V shall survive expiration or termination of this Agreement.
Section
5.05 Limitation of liability. Notwithstanding the foregoing, no party shall be entitled to recover from the other party for
punitive, indirect, incidental or consequential damages.
Article
VI.
Covenants
The
Company covenants with the Investor, and the Investor covenants with the Company, as follows, which covenants of one party are for the
benefit of the other party, during the Commitment Period:
Section
6.01 Registration Statement.
| (a) | Filing
of a Registration Statement. The Company shall prepare and file with the SEC a Registration
Statement, or multiple Registration Statements for the resale by the Investor of the Registrable
Securities. The Company in its sole discretion may choose when to file such Registration
Statements; provided, however, that the Company shall not have the ability to request
any Advances until the effectiveness of a Registration Statement. |
| (b) | Maintaining
a Registration Statement. The Company shall maintain the effectiveness of any Registration
Statement that has been declared effective at all times during the Commitment Period, provided,
however, that if the Company has received notification pursuant to Section 2.04 that the
Investor has completed resales pursuant to the Registration Statement for the full Commitment
Amount, then the Company shall be under no further obligation to maintain the effectiveness
of the Registration Statement. Notwithstanding anything to the contrary contained in this
Agreement, the Company shall ensure that, when filed, each Registration Statement (including,
without limitation, all amendments and supplements thereto) and the prospectus (including,
without limitation, all amendments and supplements thereto) used in connection with such
Registration Statement shall not contain any untrue statement of a material fact or omit
to state a material fact required to be stated therein, or necessary to make the statements
therein (in the case of prospectuses, in the light of the circumstances in which they were
made) not misleading. During the Commitment Period, the Company shall notify the Investor
promptly if (i) the Registration Statement shall cease to be effective under the Securities
Act, (ii) the Common Shares shall cease to be authorized for listing on the Principal Market,
(iii) the Common Shares cease to be registered under Section 12(b) or Section 12(g) of the
Exchange Act or (iv) the Company fails to file in a timely manner all reports and other documents
required of it as a reporting company under the Exchange Act. |
| (c) | Filing
Procedures. The Company shall (A) permit counsel to the Investor an opportunity to review
and comment upon (i) each Registration Statement at least three (3) Trading Days prior to
its filing with the SEC and (ii) all amendments and supplements to each Registration Statement
(including, without limitation, the Prospectus contained therein) (except for Annual Reports
on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and any similar
or successor reports or Prospectus Supplements the contents of which is limited to that set
forth in such reports) within a reasonable number of days prior to their filing with the
SEC, and (B) shall reasonably consider any comments of the Investor and its counsel on any
such Registration Statement or amendment or supplement thereto or to any Prospectus contained
therein. The Company shall promptly furnish to the Investor, without charge, (i) electronic
copies of any correspondence from the SEC or the Staff to the Company or its representatives
relating to each Registration Statement (which correspondence shall be redacted to exclude
any material, non-public information regarding the Company or any of its Subsidiaries), (ii)
after the same is prepared and filed with the SEC, one (1) electronic copy of each Registration
Statement and any amendment(s) and supplement(s) thereto, including, without limitation,
financial statements and schedules, all documents incorporated therein by reference, if requested
by the Investor, and all exhibits and (iii) upon the effectiveness of each Registration Statement,
one (1) electronic copy of the Prospectus included in such Registration Statement and all
amendments and supplements thereto; provided, however, the Company shall not be required
to furnish any document to the extent such document is available on EDGAR). |
| (d) | Amendments
and Other Filings. The Company shall (i) prepare and file with the SEC such amendments
(including post-effective amendments) and supplements to a Registration Statement and the
related prospectus used in connection with such Registration Statement, which prospectus
is to be filed pursuant to Rule 424 promulgated under the Securities Act, as may be necessary
to keep such Registration Statement effective at all times during the Commitment Period,
and prepare and file with the SEC such additional Registration Statements in order to register
for resale under the Securities Act all of the Registrable Securities; (ii) cause the related
prospectus to be amended or supplemented by any required prospectus supplement (subject to
the terms of this Agreement), and as so supplemented or amended to be filed pursuant to Rule
424 promulgated under the Securities Act; (iii) provide the Investor copies of all correspondence
from and to the SEC relating to a Registration Statement (provided that the Company may excise
any information contained therein which would constitute material non-public information,
and (iv) comply with the provisions of the Securities Act with respect to the Registration
Statement. In the case of amendments and supplements to a Registration Statement which are
required to be filed pursuant to this Agreement (including pursuant to this Section 6.01(d)
by reason of the Company’s filing a report on Form 10-K, Form 10-Q, or Form 8-K or
any analogous report under the Exchange Act, the Company shall file such report in a prospectus
supplement filed pursuant to Rule 424 promulgated under the Securities Act to incorporate
such filing into the Registration Statement, if applicable, or shall file such amendments
or supplements with the SEC either on the day on which the Exchange Act report is filed which
created the requirement for the Company to amend or supplement the Registration Statement,
if feasible, or otherwise promptly thereafter. |
| (e) | Blue-Sky.
The Company shall use its commercially reasonable efforts to, if required by Applicable Laws,
(i) register and qualify the Common Shares covered by a Registration Statement under such
other securities or “blue sky” laws of such jurisdictions in the United States
as the Investor reasonably requests, (ii) prepare and file in those jurisdictions, such amendments
(including post-effective amendments) and supplements to such registrations and qualifications
as may be necessary to maintain the effectiveness thereof during the Commitment Period, (iii)
take such other actions as may be necessary to maintain such registrations and qualifications
in effect at all times during the Commitment Period, and (iv) take all other actions reasonably
necessary or advisable to qualify the Common Shares for sale in such jurisdictions; provided,
however, that the Company shall not be required in connection therewith or as a condition
thereto to (w) make any change to its Articles of Incorporation or Bylaws or any other organizational
documents of the Company or any of its Subsidiaries, (x) qualify to do business in any jurisdiction
where it would not otherwise be required to qualify but for this Section 6.01(e), (y) subject
itself to general taxation in any such jurisdiction, or (z) file a general consent to service
of process in any such jurisdiction. The Company shall promptly notify the Investor of the
receipt by the Company of any notification with respect to the suspension of the registration
or qualification of any of the Common Shares for sale under the securities or “blue
sky” laws of any jurisdiction in the United States or its receipt of actual notice
of the initiation or threat of any proceeding for such purpose. |
Section
6.02 Suspension of Registration Statement.
| (a) | Establishment
of a Black Out Period. During the Commitment Period, the Company from time to time may
suspend the use of the Registration Statement by written notice to the Investor in the event
that the Company determines in its sole discretion in good faith that such suspension is
necessary to amend or supplement the Registration Statement or Prospectus so that such Registration
Statement or Prospectus shall not include an untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made, not misleading (a “Black
Out Period”). |
| (b) | No
Sales by Investor During the Black Out Period. During such Black Out Period, the Investor
agrees not to sell any Common Shares of the Company pursuant to such Registration Statement,
but may sell shares pursuant to an exemption from registration, if available, subject to
the Investor’s compliance with Applicable Laws. |
| (c) | Limitations
on the Black Out Period. The Company shall not impose any Black Out Period that is longer
than 20 days or in a manner that is more restrictive (including, without limitation, as to
duration) than the comparable restrictions that the Company may impose on transfers of the
Company’s equity securities by its directors and senior executive officers. In addition,
the Company shall not deliver any Advance Notice during any Black Out Period. If the public
announcement of such material, nonpublic information is made during a Black Out Period, the
Black Out Period shall terminate immediately after such announcement, and the Company shall
immediately notify the Investor of the termination of the Black Out Period. |
Section
6.03 Listing of Common Shares. As of each Advance Date, the Shares to be sold by the Company from time to time hereunder will
have been registered under Section 12(b) of the Exchange Act and approved for listing on the Principal Market, subject to official notice
of issuance.
Section
6.04 Opinion of Counsel. Prior to the date of the delivery by the Company of the first Advance Notice, the Investor shall have
received an opinion letter from counsel to the Company in form and substance reasonably satisfactory to the Investor.
Section
6.05 Exchange Act Registration. The Company will file in a timely manner all reports and other documents required of it as
a reporting company under the Exchange Act and will not take any action or file any document (whether or not permitted by Exchange Act
or the rules thereunder) to terminate or suspend its reporting and filing obligations under the Exchange Act.
Section
6.06 Transfer Agent Instructions. During the Commitment Period (or such shorter time as permitted by Section 2.04of this Agreement)
and subject to Applicable Laws, the Company shall cause (including, if necessary, by causing legal counsel for the Company to deliver
an opinion) the transfer agent for the Common Shares to remove restrictive legends from Common Shares purchased by the Investor pursuant
to this Agreement, provided that counsel for the Company shall have been furnished with such documents as they may require for the purpose
of enabling them to render the opinions or make the statements requested by the transfer agent, or in order to evidence the accuracy
of any of the representations or warranties, or the fulfillment of any of the covenants, obligations or conditions, contained herein.
Section
6.07 Corporate Existence. The Company will use commercially reasonable efforts to preserve and continue the corporate existence
of the Company during the Commitment Period.
Section
6.08 Notice of Certain Events Affecting Registration; Suspension of Right to Make an Advance. The Company will promptly notify
the Investor, and confirm in writing, upon its becoming aware of the occurrence of any of the following events in respect of a Registration
Statement or related Prospectus (in each of which cases the information provided to Investor will be kept strictly confidential): (i)
except for requests made in connection with SEC investigations disclosed in the SEC Documents, receipt of any request for additional
information by the SEC or any other Federal or state governmental authority during the period of effectiveness of the Registration Statement
or any request for amendments or supplements to the Registration Statement or related Prospectus; (ii) the issuance by the SEC or any
other Federal governmental authority of any stop order suspending the effectiveness of the Registration Statement or the initiation of
any proceedings for that purpose; (iii) receipt of any notification with respect to the suspension of the qualification or exemption
from qualification of any of the Common Shares for sale in any jurisdiction or the initiation or written threat of any proceeding for
such purpose; (iv) the happening of any event that makes any statement made in the Registration Statement or related Prospectus or any
document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of
any changes in the Registration Statement, related Prospectus or documents so that, in the case of the Registration Statement, it will
not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to
make the statements therein not misleading, and that in the case of the related Prospectus, it will not contain any untrue statement
of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the
light of the circumstances under which they were made, not misleading, or of the necessity to amend the Registration Statement or supplement
a related Prospectus to comply with the Securities Act or any other law (and the Company will promptly make available to the Investor
any such supplement or amendment to the related Prospectus); (v) the Company’s reasonable determination that a post-effective amendment
to the Registration Statement would be required under Applicable Law; (vi) the Common Shares shall cease to be authorized for listing
on the Principal Market; or (vii) the Company fails to file in a timely manner all reports and other documents required of it as a reporting
company under the Exchange Act. The Company shall not deliver to the Investor any Advance Notice, and the Company shall not sell any
Shares pursuant to any pending Advance Notice (other than as required pursuant to Section 2.02(d)), during the continuation of any of
the foregoing events (each of the events described in the immediately preceding clauses (i) through (vii), inclusive, a “Material
Outside Event”).
Section
6.09 Consolidation. If an Advance Notice has been delivered to the Investor, then the Company shall not effect any consolidation
of the Company with or into, or a transfer of all or substantially all the assets of the Company to another entity before the transaction
contemplated in such Advance Notice has been closed in accordance with Section 2.02 hereof, and all Shares in connection with such Advance
have been received by the Investor.
Section
6.10 Issuance of the Company’s Common Shares. The issuance and sale of the Common Shares hereunder shall be made in accordance
with the provisions and requirements of Section 4(a)(2) of the Securities Act and any applicable state securities law.
Section
6.11 Expenses. The Company, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated,
will pay all expenses incident to the performance of its obligations hereunder, including but not limited to (i) the preparation, printing
and filing of the Registration Statement and each amendment and supplement thereto, of each prospectus and of each amendment and supplement
thereto; (ii) the preparation, issuance and delivery of any Shares issued pursuant to this Agreement, (iii) all fees and disbursements
of the Company’s counsel, accountants and other advisors (but not, for the avoidance doubt, the fees and disbursements of Investor’s
counsel, accountants and other advisors), (iv) the qualification of the Shares under securities laws in accordance with the provisions
of this Agreement, including filing fees in connection therewith, (v) the printing and delivery of copies of any prospectus and any amendments
or supplements thereto requested by the Investor, (vi) the fees and expenses incurred in connection with the listing or qualification
of the Shares for trading on the Principal Market, or (vii) filing fees of the SEC and the Principal Market.
Section
6.12 Current Report. The Company shall, not later than 5:30 p.m., New York City time, on the fourth business day after the
date of this Agreement, file with the SEC a current report on Form 8-K disclosing the execution of this Agreement by the Company and
the Investor (including any exhibits thereto, the “Current Report”). The Company shall provide the Investor and its
legal counsel a reasonable opportunity to comment on any description of this Agreement contained in a draft of the Current Report, including
any exhibit to be filed related thereto, as applicable, prior to filing the Current Report with the SEC and shall give due consideration
to all such comments. From and after the filing of the Current Report with the SEC, the Company shall have publicly disclosed all material,
non-public information delivered to the Investor (or the Investor’s representatives or agents) by the Company or any of its Subsidiaries,
or any of their respective officers, directors, employees, agents or representatives (if any) in connection with the transactions contemplated
by the Transaction Documents. The Company shall not, and the Company shall cause each of its Subsidiaries and each of its and their respective
officers, directors, employees and agents not to, provide the Investor with any material, non-public information regarding the Company
or any of its Subsidiaries without the express prior written consent of the Investor (which may be granted or withheld in the Investor’s
sole discretion); it being understood that the mere notification of Investor required pursuant to clause (iv) of Section 6.08 shall not
in and of itself be deemed to be material, non-public information. Notwithstanding anything contained in this Agreement to the contrary,
the Company expressly agrees that it shall publicly disclose in the Current Report or otherwise make publicly available any information
communicated to the Investor by or, to the knowledge of the Company, on behalf of the Company in connection with the transactions contemplated
herein, which, following the date hereof would, if not so disclosed, constitute material, non-public information regarding the Company
or its Subsidiaries. The Company understands and confirms that the Investor will rely on the foregoing representations in effecting resales
of Shares under a Registration Statement. In addition, effective upon the filing of the Current Report, the Company acknowledges and
agrees that any and all confidentiality or similar obligations with respect to the transactions contemplated by the Transaction Documents
under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors,
affiliates, employees or agents, on the one hand, and Investor or any of its respective officers, directors, affiliates, employees or
agents, on the other hand, shall terminate.
Section
6.13 Advance Notice Limitation. The Company shall not deliver an Advance Notice if a shareholder meeting or corporate action
date, or the record date for any shareholder meeting or any corporate action, would fall during the period beginning two Trading Days
prior to the date of delivery of such Advance Notice and ending two Trading Days following the Closing of such Advance.
Section
6.14 Use of Proceeds. The proceeds from the sale of the Shares by the Company to Investor shall be used by the Company in the
manner as will be set forth in the Prospectus included in any Registration Statement (and any post-effective amendment thereto) and any
Prospectus Supplement thereto filed pursuant to this Agreement.
Section
6.15 Compliance with Laws. The Company shall comply in all material respects with all Applicable Laws.
Section
6.16 Market Activities. Neither the Company, nor any Subsidiary, nor any of their respective officers, directors or controlling
persons will, directly or indirectly, (i) take any action designed to cause or result in, or that constitutes or might reasonably be
expected to constitute or result, in the stabilization or manipulation of the price of any security of the Company to facilitate the
sale or resale of Common Shares or (ii) sell, bid for, or purchase Common Shares in violation of Regulation M, or pay anyone any compensation
for soliciting purchases of the Shares.
Section
6.17 Trading Information. Upon the Company’s request, the Investor agrees to provide the Company with trading reports
setting forth the number and average sales prices of shares of Common Stock sold by the Investor during the prior trading week.
Section
6.18 Selling Restrictions. (i) Except as expressly set forth below, the Investor covenants that from and after the date hereof
through and including the Trading Day next following the expiration or termination of this Agreement as provided in Section 10.01 (the
“Restricted Period”), none of the Investor any of its officers, or any entity managed or controlled by the Investor
(collectively, the “Restricted Persons” and each of the foregoing is referred to herein as a “Restricted
Person”) shall, directly or indirectly, engage in any “short sale” (as such term is defined in Rule 200 of Regulation
SHO of the Exchange Act) of the Common Shares, either for its own principal account or for the principal account of any other Restricted
Person. Notwithstanding the foregoing, it is expressly understood and agreed that nothing contained herein shall (without implication
that the contrary would otherwise be true) prohibit any Restricted Person during the Restricted Period from: (1) selling “long”
(as defined under Rule 200 promulgated under Regulation SHO) the Shares; or (2) selling a number of Common Shares equal to the number
of Advance Shares that such Restricted Person is unconditionally obligated to purchase under a pending Advance Notice but has not yet
received from the Company or the transfer agent pursuant to this Agreement.
Section
6.19 Assignment. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors
and permitted assigns. No Party shall have any power or any right to assign or transfer, in whole or in part, this Agreement, or any
of its rights or any of its obligations hereunder, including, without limitation, any right to pursue any claim for damages pursuant
to this Agreement or the transactions contemplated herein, or to pursue any claim for any breach or default of this Agreement, or any
right arising from the purported assignor’s due performance of its obligations hereunder, without the prior written consent of
the other Party and any such purported assignment in contravention of the provisions herein shall be null and void and of no force or
effect. Without the consent of the Investor, the Company shall not have the right to assign or transfer any of its rights, or provide
any third party the right to bind or obligate the Company, to deliver Advance Notices or effect Advances hereunder.
Article
VII.
Conditions for Delivery of Advance Notice
Section
7.01 Conditions Precedent to the Right of the Company to Deliver an Advance Notice. The right of the Company to deliver an
Advance Notice and the obligations of the Investor hereunder with respect to an Advance are subject to the satisfaction or waiver, on
each Advance Notice Date (a “Condition Satisfaction Date”), of each of the following conditions:
| (a) | Accuracy
of the Company’s Representations and Warranties. The representations and warranties
of the Company in this Agreement shall be true and correct in all material respects as of
the Advance Notice Date other than representations and warranties which address matters only
as of a certain date, which shall be true and correct as written as of such certain date. |
| (b) | Issuance
of Commitment Shares. The Company shall have paid the Commitment Fee as due in
accordance with Section 12.04. |
| (c) | Registration
of the Common Shares with the SEC. There is an effective Registration Statement pursuant
to which the Investor is permitted to utilize the prospectus thereunder to resell all of
the Common Shares issuable pursuant to such Advance Notice. The Company shall have filed
with the SEC in a timely manner all reports, notices and other documents required under the
Exchange Act and applicable SEC regulations during the twelve-month period immediately preceding
the applicable Condition Satisfaction Date. |
| (d) | Authority.
The Company shall have obtained all permits and qualifications required by any applicable
state for the offer and sale of all the Common Shares issuable pursuant to such Advance Notice,
or shall have the availability of exemptions therefrom. The sale and issuance of such Common
Shares shall be legally permitted by all laws and regulations to which the Company is subject. |
| (e) | No
Material Outside Event. No Material Outside Event shall have occurred and be continuing. |
| (f) | Board.
The board of directors of the Company has approved the transactions contemplated by the Transaction
Documents; said approval has not been amended, rescinded or modified and remains in full
force and effect as of the date hereof, and a true, correct and complete copy of such resolutions
duly adopted by the board of directors of the Company shall have been provided to the Investor. |
| (g) | Performance
by the Company. The Company shall have performed, satisfied and complied in all material
respects with all covenants, agreements and conditions required by this Agreement to be performed,
satisfied or complied with by the Company at or prior the applicable Condition Satisfaction
Date. |
| (h) | No
Injunction. No statute, rule, regulation, executive order, decree, ruling or injunction
shall have been enacted, entered, promulgated or endorsed by any court or governmental authority
of competent jurisdiction that prohibits or directly, materially and adversely affects any
of the transactions contemplated by this Agreement. |
| (i) | No
Suspension of Trading in or Delisting of Common Shares. Trading in the Common Shares
shall not have been suspended by the SEC, the Principal Market or FINRA, the Company shall
not have received any final and non-appealable notice that the listing or quotation of the
Common Shares on the Principal Market shall be terminated on a date certain (unless, prior
to such date certain, the Common Shares is listed or quoted on any subsequent Principal Market),
nor shall there have been imposed any suspension of, or restriction on, accepting additional
deposits of the Common Shares, electronic trading or book-entry services by DTC with respect
to the Common Shares that is continuing, the Company shall not have received any notice from
DTC to the effect that a suspension of, or restriction on, accepting additional deposits
of the Common Shares, electronic trading or book-entry services by DTC with respect to the
Common Shares is being imposed or is contemplated (unless, prior to such suspension or restriction,
DTC shall have notified the Company in writing that DTC has determined not to impose any
such suspension or restriction). |
| (j) | Authorized.
There shall be a sufficient number of authorized but unissued and otherwise unreserved Common
Shares for the issuance of all of the Shares issuable pursuant to such Advance Notice. |
| (k) | Executed
Advance Notice. The representations contained in the applicable Advance Notice shall
be true and correct in all material respects as of the applicable Condition Satisfaction
Date. |
| (l) | Consecutive
Advance Notices. Except with respect to the first Advance Notice, the Company shall have
delivered all Shares relating to all prior Advances. |
Article
VIII.
Non Exclusive Agreement
Notwithstanding
anything contained herein, this Agreement and the rights awarded to the Investor hereunder are non-exclusive, and the Company may, at
any time throughout the term of this Agreement and thereafter, issue and allot, or undertake to issue and allot, any shares and/or securities
and/or convertible notes, bonds, debentures, options to acquire shares or other securities and/or other facilities which may be converted
into or replaced by Common Shares or other securities of the Company, and to extend, renew and/or recycle any bonds and/or debentures,
and/or grant any rights with respect to its existing and/or future share capital.
Article
IX.
Choice of Law/Jurisdiction
This
Agreement, and any and all claims, proceedings or causes of action relating to this Agreement or arising from this Agreement or the transactions
contemplated herein, including, without limitation, tort claims, statutory claims and contract claims, shall be interpreted, construed,
governed and enforced under and solely in accordance with the substantive and procedural laws of the State of New York, in each case
as in effect from time to time and as the same may be amended from time to time, and as applied to agreements performed wholly within
the State of New York. The Parties further agree that any action between them shall be heard in New York County, New York, and expressly
consent to the jurisdiction and venue of the Supreme Court of New York, sitting in New York County, New York and the United States District
Court of the Southern District of New York, sitting in New York, New York, for the adjudication of any civil action asserted pursuant
to this Agreement.
EACH
PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL
PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THE TRANSACTION DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREIN, THE
PERFORMANCE THEREOF OR THE FINANCINGS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A)
CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY
WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTY HERETO HAVE
BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPH.
Article
X. Termination
Section
10.01 Termination.
| (a) | Unless
earlier terminated as provided hereunder, this Agreement shall terminate automatically on
the earliest of (i) the first day of the month next following the 36-month anniversary of
the Effective Date or (ii) the date on which the Investor shall have made payment of Advances
pursuant to this Agreement for Common Shares equal to the Commitment Amount. |
| (b) | The
Company may terminate this Agreement effective upon five Trading Days’ prior written
notice to the Investor; provided that (i) there are no outstanding Advance Notices, the Common
Shares under which have yet to be issued, and (ii) the Company has paid all amounts owed
to the Investor pursuant to this Agreement. This Agreement may be terminated at any time
by the mutual written consent of the parties, effective as of the date of such mutual written
consent unless otherwise provided in such written consent. |
| (c) | Nothing
in this Section 10.01 shall be deemed to release the Company or the Investor from any liability
for any breach under this Agreement, or to impair the rights of the Company and the Investor
to compel specific performance by the other party of its obligations under this Agreement.
The indemnification provisions contained in Article V shall survive termination hereunder. |
Article
XI. Notices
Other
than with respect to Advance Notices, which must be in writing and will be deemed delivered on the day set forth in Section 2.01(b),
any notices, consents, waivers, or other communications required or permitted to be given under the terms of this Agreement must be in
writing and will be deemed to have been delivered (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by e-mail
if sent on a Trading Day, or, if not sent on a Trading Day, on the immediately following Trading Day; (iii) 5 days after being sent by
U.S. certified mail, return receipt requested, (iv) 1 day after deposit with a nationally recognized overnight delivery service, in each
case properly addressed to the party to receive the same. The addresses for such communications (except for Advance Notices which shall
be delivered in accordance with Exhibit A hereof) shall be:
If
to the Company, to: |
|
Calidi Biotherapeutics, Inc.
4475 Executive Drive, Suite 200
San Diego, CA 92121
|
|
|
Attention: Wendy Pizarro, Esq., Chief Administrative Officer
and Chief Legal Officer |
|
|
Telephone: 858-794-9600
Email: wpizarro@calidibio.com
|
|
|
|
|
With
a copy to (which shall not constitute notice or delivery of process) to: |
|
Lewis Brisbois Bisgaard & Smith LLP
633 West 5th Street, Suite 4000
Los Angeles, CA 90071
Attention: Scott E. Bartel
Telephone: 213-358-6174
Email: Scott.bartel@lewisbrisbois.com
|
|
|
|
To
the Investor |
|
YA II PN, Ltd.
1012
Springfield Avenue
|
|
|
Mountainside,
NJ 07092 |
|
|
Attention: |
Mark
Angelo |
|
|
|
Portfolio
Manager |
|
|
Telephone
: |
(201)
985-8300 |
|
|
Email: mangelo@yorkvilleadvisors.com |
|
|
|
With
a Copy (which shall not constitute notice or delivery of process) to: |
|
David Fine, Esq.
1012 Springfield Avenue
Mountainside, NJ 07092
|
|
|
Telephone: |
(201)
985-8300 |
|
|
Email:
|
legal@yorkvilleadvisors.com |
or
at such other address and/or e-mail and/or to the attention of such other person as the recipient party has specified by written notice
given to each other party three Business Days prior to the effectiveness of such change. Written confirmation of receipt (i) given by
the recipient of such notice, consent, waiver or other communication, (ii) electronically generated by the sender’s email service
provider containing the time, date, recipient email address or (iii) provided by a nationally recognized overnight delivery service shall
be rebuttable evidence of personal service in accordance with clause (i), (ii) or (iii) above, respectively.
Article
XII. Miscellaneous
Section
12.01 Counterparts. This Agreement may be executed in identical counterparts, both which shall be considered one and the same
agreement and shall become effective when counterparts have been signed by each party and delivered to the other party. Facsimile or
other electronically scanned and delivered signatures (including any electronic signature covered by the U.S. federal ESIGN Act of 2000,
Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com),
including by e-mail attachment, shall be deemed to have been duly and validly delivered and be valid and effective for all purposes of
this Agreement.
Section
12.02 Entire Agreement; Amendments. This Agreement supersedes all other prior oral or written agreements between the Investor,
the Company, their respective affiliates and persons acting on their behalf with respect to the matters discussed herein, and this Agreement
contains the entire understanding of the parties with respect to the matters covered herein and, except as specifically set forth herein,
neither the Company nor the Investor makes any representation, warranty, covenant or undertaking with respect to such matters. No provision
of this Agreement may be waived or amended other than by an instrument in writing signed by the parties to this Agreement.
Section
12.03 Reporting Entity for the Common Shares. The reporting entity relied upon for the determination of the trading price or
trading volume of the Common Shares on any given Trading Day for the purposes of this Agreement shall be Bloomberg, L.P. or any successor
thereto. The written mutual consent of the Investor and the Company shall be required to employ any other reporting entity.
Section
12.04 Commitment and Structuring Fee. Each of the parties shall pay its own fees and expenses (including the fees of any attorneys,
accountants, appraisers or others engaged by such party) in connection with this Agreement and the transactions contemplated hereby,
except that the Company has paid YA Global II SPV, LLC, a subsidiary of the Investor, a structuring fee in the amount of $25,000, and
the Company shall pay a commitment fee in an amount equal to $250,000 (the “Commitment Fee”). The Company shall pay
the Commitment Fee on or before the date that is 3 Trading Days following the Effective Date either (i) in cash, or (ii) by the issuance
to the Investor of such number of Common Shares (the “Commitment Shares”) that is equal to the Commitment Fee divided
by the lowest daily VWAP of the Common Shares during the during the 10 Trading Days immediately prior to the Effective Date. If the Company
exercises its election to increase the Commitment Amount by the Commitment Increase, the Company will pay an additional commitment fee
in the amount of $250,000 in cash within 3 Trading Days following the date of delivery by the Company of written notice of the Commitment
Increase.
Section
12.05 Brokerage. Each of the parties hereto represents that it has had no dealings in connection with this transaction with
any finder or broker who will demand payment of any fee or commission from the other party. The Company on the one hand, and the Investor,
on the other hand, agree to indemnify the other against and hold the other harmless from any and all liabilities to any person claiming
brokerage commissions or finder’s fees on account of services purported to have been rendered on behalf of the indemnifying party
in connection with this Agreement or the transactions contemplated hereby.
[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]
COUNTERPART
SIGNATURE PAGE OF AGREEMENT
IN
WITNESS WHEREOF, the parties hereto have caused this Standby Equity Purchase Agreement to be executed by the undersigned, thereunto
duly authorized, as of the date first set forth above.
|
COMPANY: |
|
Calidi
Biotherapeutics, Inc. |
|
|
|
|
By: |
/s/
Allan Camaisa |
|
Name: |
Allan
Camaisa |
|
Title: |
CEO
and Chairman |
|
|
|
|
INVESTOR: |
|
YA
II PN, Ltd. |
|
|
|
|
By: |
Yorkville
Advisors Global, LP |
|
Its: |
Investment
Manager |
|
|
|
|
By:
|
Yorkville
Advisors Global II, LLC |
|
Its:
|
General
Partner |
|
|
|
|
By: |
/s/
Matt Beckman |
|
Name: |
Matt
Beckman |
|
Title: |
Member |
EXHIBIT
A
ADVANCE
NOTICE
Calidi
Biotherapeutics, Inc.
|
Dated:____________ |
Advance
Notice Number: ____ |
The
undersigned, _______________________, hereby certifies, with respect to the sale of Common Shares of Calidi Biotherapeutics, Inc. (the
“Company”) issuable in connection with this Advance Notice, delivered pursuant to that certain Standby Equity Purchase
Agreement, dated as of [____________] (the “Agreement”), as follows (with capitalized terms used herein without definition
having the same meanings as given to them in the Agreement):
1. The
undersigned is the duly elected ______________ of the Company.
2. There
are no fundamental changes to the information set forth in the Registration Statement which would require the Company to file a post-effective
amendment to the Registration Statement.
3.
The Company has performed in all material respects all covenants and agreements to be performed
by the Company contained in this Agreement on or prior to the Advance Notice Date. All conditions to the delivery of this Advance Notice
are satisfied as of the date hereof.
4. The
number of Advance Shares the Company is requesting is _____________________.
5. The
Minimum Acceptable Price with respect to this Advance Notice is ____________ (if left blank then no Minimum Acceptable Price will be
applicable to this Advance).
6. The
number of Common Shares of the Company outstanding as of the date hereof is ___________.
The
undersigned has executed this Advance Notice as of the date first set forth above.
|
Calidi
Biotherapeutics, Inc. |
|
|
|
|
By: |
|
Please
deliver this Advance Notice by email to: |
|
Email:
Trading@yorkvilleadvisors.com |
|
Attention:
Trading Department and Compliance Officer |
|
Confirmation
Telephone Number: (201) 985-8300. |
EXHIBIT
B
FORM
OF SETTLEMENT DOCUMENT
VIA
EMAIL
Calidi
Biotherapeutics, Inc.
Attn:
Email:
|
Below
please find the settlement information with respect to the Advance Notice Date of: |
|
|
|
|
1. |
Number
of Common Shares requested in the Advance Notice |
|
|
|
|
2. |
Minimum
Acceptable Price for this Advance (if any) |
|
|
|
|
3. |
Number
of Excluded Days (if any) |
|
|
|
|
4. |
Adjusted
Advance Amount (if applicable) |
|
|
|
|
5. |
Market
Price |
|
|
|
|
6. |
Purchase
Price (Market Price x 97%) per share |
|
|
|
|
7. |
Number
of Advance Shares due to the Investor |
|
|
|
|
8. |
Total
Purchase Price due to Company (row 6 x row 7) |
|
If
there were any Excluded Days then add the following
9. |
Number
of Additional Shares to be issued to the Investor |
|
10. |
Additional
amount to be paid to the Company by the Investor (Additional Shares in row 9 x Minimum Acceptable Price x 97%) |
|
11. |
Total
Amount to be paid to the Company (Purchase Price in row 8 + additional amount in row 10) |
|
12. |
Total
Advance Shares to be issued to the Investor (Advance Shares due to the Investor in row 7 + Additional Shares in row 9) |
|
Please
issue the number of Advance Shares due to the Investor to the account of the Investor as follows:
Investor’s
DTC participant #:
ACCOUNT
NAME:
ACCOUNT
NUMBER:
ADDRESS:
CITY:
COUNTRY:
Contact
person:
Number
and/or email:
|
Sincerely,
|
|
|
|
YA
II PN, LTD. |
Agreed
and approved By Calidi Biotherapeutics, Inc.:
v3.23.3
Cover
|
Nov. 08, 2023 |
Document Type |
8-K
|
Amendment Flag |
false
|
Document Period End Date |
Nov. 08, 2023
|
Entity File Number |
001-40789
|
Entity Registrant Name |
CALIDI
BIOTHERAPEUTICS, INC.
|
Entity Central Index Key |
0001855485
|
Entity Tax Identification Number |
86-2967193
|
Entity Incorporation, State or Country Code |
DE
|
Entity Address, Address Line One |
4475
Executive Drive
|
Entity Address, Address Line Two |
Suite 200
|
Entity Address, City or Town |
San
Diego
|
Entity Address, State or Province |
CA
|
Entity Address, Postal Zip Code |
92121
|
City Area Code |
(858)
|
Local Phone Number |
794-9600
|
Written Communications |
false
|
Soliciting Material |
false
|
Pre-commencement Tender Offer |
false
|
Pre-commencement Issuer Tender Offer |
false
|
Entity Emerging Growth Company |
true
|
Elected Not To Use the Extended Transition Period |
false
|
Common Stock Par Value 0. 0001 Per Share [Member] |
|
Title of 12(b) Security |
Common
stock, par value $0.0001 per share
|
Trading Symbol |
CLDI
|
Security Exchange Name |
NYSEAMER
|
Warrants Each Whole Warrant Exercisable For One Share Of Common Stock [Member] |
|
Title of 12(b) Security |
Warrants,
each whole warrant exercisable for one share of common stock
|
Trading Symbol |
CLDI
WS
|
Security Exchange Name |
NYSEAMER
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