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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): February 28, 2024

 

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 Dr., Suite 200,

San Diego, CA

   92121
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (858) 794-9600

 

Not Applicable

(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   Name of each exchange on which registered
         
Common stock, par value $0.0001 per share   CLDI   NYSE American LLC
         
Redeemable warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50 per share   CLDIWS   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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On February 28, 2024, the Board of Directors (the “Board”) of Calidi Biotherapeutics, Inc. (the “Company”) approved and adopted an amendment to the amended and restated bylaws (the “Bylaws”), which became effective the same day.

 

Article II, Section 2.8 of the Bylaws was amended to modify the quorum required for the transaction of business at a meeting of stockholders of the Company to provide that the holders of one-third (1/3) in voting power of the stock issued and outstanding and entitled to vote, present in person, or by remote communication, if applicable, or represented by proxy, will constitute a quorum for the transaction of business at such meeting, except as otherwise provided by applicable law, the Certificate of Incorporation or the Bylaws.

 

Prior to this amendment, the presence, in person or by proxy, of holders of a majority of the voting power of the shares of stock issued and outstanding and entitled to vote at the meeting constituted a quorum for the transaction of business at such meeting. The change to the quorum requirement for stockholder meetings was made to improve the Company’s ability to hold stockholder meetings when called.

 

The foregoing description of the amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the amendment, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.   Description
     
3.1   Amendment to Amended and Restated Bylaws
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 
 

 

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: March 1, 2024    
  By: /s/ Andrew Jackson
  Name: Andrew Jackson
  Title: Chief Financial Officer

 

 

 

 

Exhibit 3.1

 

Amendment No. 1 to Amended and Restated Bylaws

of

Calidi Biotherapeutics, Inc.

 

Article II, Section 2.8 of the Amended and Restated Bylaws of Calidi Biotherapeutics, Inc. shall be amended to read in its entirety as follows:

 

Section 2.8. Quorum

 

Unless otherwise provided by law, the Certificate of Incorporation or these bylaws, the holders of one-third (1/3) in voting power of the stock issued and outstanding and entitled to vote, present in person, or by remote communication, if applicable, or represented by proxy, shall constitute a quorum for the transaction of business at all meetings of the stockholders. A quorum, once established at a meeting, shall not be broken by the withdrawal of enough votes to leave less than a quorum. If, however, a quorum is not present or represented at any meeting of the stockholders, then either (i) the person presiding over the meeting or (ii) a majority in voting power of the stockholders entitled to vote at the meeting, present in person, or by remote communication, if applicable, or represented by proxy, shall have power to recess the meeting or adjourn the meeting from time to time in the manner provided in Section 2.9 until a quorum is present or represented. At any recessed or adjourned meeting at which a quorum is present or represented, any business may be transacted that might have been transacted at the meeting as originally noticed.

 

 

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Document Period End Date Feb. 28, 2024
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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 Dr.
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
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Entity Information, Former Legal or Registered Name Not Applicable
Common stock, par value $0.0001 per share  
Title of 12(b) Security Common stock, par value $0.0001 per share
Trading Symbol CLDI
Security Exchange Name NYSEAMER
Redeemable warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50 per share  
Title of 12(b) Security Redeemable warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50 per share
Trading Symbol CLDIWS
Security Exchange Name NYSEAMER
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