Form 8-K

8-K — Calidi Biotherapeutics, Inc.

Accession: 0001493152-26-035666

Filed: 2026-07-31

Period: 2026-07-27

CIK: 0001855485

SIC: 2836 (BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES))

Item: Material Modifications to Rights of Security Holders

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Financial Statements and Exhibits

Documents

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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)

the Securities Exchange Act of 1934

Date

of Report (Date of earliest event reported): July 27, 2026

Calidi

Biotherapeutics, Inc.

(Exact

name of registrant as specified in its charter)

Delaware

001-40789

86-2967193

(State

or other jurisdiction

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

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 ☒

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

3.03 Material Modification to Rights of Security Holders.

Calidi

Biotherapeutics, Inc., a Delaware Corporation (the “Company”), effected

a reverse stock split of the Company’s issued and outstanding

shares of common stock, par value $0.0001 per share (“Common Stock”), at a ratio of 1-for-16 (the “Reverse Stock Split”).

The Reverse Stock Split was duly approved by the stockholders of the Company in its Annual Meeting of Stockholders held on June 12, 2026.

Reasons

for the Reverse Stock Split

The Company

effected the Reverse Stock Split as a proactive measure intended to increase the per-share trading price, support the continued listing

of its Common Stock on the NYSE American and reduce the risk that its Common Stock could become subject to delisting for failure to satisfy

applicable continued listing standards. The Company cannot provide assurance that the actual effects of the Reverse Stock Split will

achieve the desired effects or that, if achieved, such desired effects will be sustained.

Effects

of the Reverse Stock Split

Effective

Date; Symbol; CUSIP Number

The

Reverse Stock Split became effective on July 30, 2026 (the “Effective Date”). The Common Stock began trading on a split-adjusted

basis at the commencement of trading on July 31, 2026, under the Company’s existing trading symbol “CLDI.” The Common

Stock was assigned a new CUSIP number (320703 507) in connection with the Reverse Stock Split.

Split

Adjustment; Treatment of Fractional Shares

the Effective Date, the total number of shares of Common Stock held by each stockholder of the Company were exchanged for the number

of shares of Common Stock equal to the number of issued and outstanding shares of Common Stock held by each such stockholder immediately

prior to the Reverse Stock Split, divided by sixteen (16), with such resulting number of shares rounded up to the nearest whole share.

As a result, no fractional shares were issued in connection with the Reverse Stock Split and no cash or other consideration was paid

in connection with any fractional shares that would otherwise have resulted from the Reverse Stock Split. Also on the Effective Date,

all equity awards outstanding immediately prior to the Reverse Stock Split were adjusted to reflect the Reverse Stock Split.

Certificated

Each

certificate, or book entry, that immediately prior to the Reverse Stock Split represented shares of Common Stock, does, following the

Reverse Stock Split, represent that number of shares of Common Stock into which the shares of Common Stock represented by such certificate

or book entry have been combined, subject to the treatment of fractional shares as described above.

Delaware

State Filing

The

Reverse Stock Split was effected pursuant to the Company’s filing of a Certificate of Amendment (the “Certificate”)

with the Secretary of State of the State of Delaware on July 27, 2026. A copy of the form of the Certificate is attached as Exhibit 3.1

to this Current Report on Form 8-K and is incorporated herein by reference.

Capitalization

The

Company is authorized to issue 330,000,000 shares of Common Stock, of which Three Hundred Twelve Million (312,000,000) are designated

as Voting Common Stock (“Common Stock”) and Eighteen Million (18,000,000) are designated as Non-Voting Common Stock (the

“Non-Voting Common Stock”). Further, the Company is authorized to issue 1,000,000 shares of preferred stock, par value of

$0.0001 per share (the “Preferred Stock”). There will be no change to the number of authorized capital stock of the Company

or including the Preferred Stock. The Reverse Stock Split had no effect on the par value of the Common Stock or the Preferred Stock.

Immediately following the effectiveness of the Reverse Stock Split, approximately 2,445,396 shares

of Common Stock and 9,375 shares of Non-Voting Common Stock (held in escrow) were issued and outstanding, in each case after giving effect

to the Reverse Stock Split.

Immediately

after the Reverse Stock Split, each Common Stockholder’s percentage ownership interest in the Company’s Common Stock and

proportional voting power of the Company’s Common Stock remained unchanged, except for minor changes and adjustments that resulted

from the treatment of fractional shares. The rights and privileges of the holders of shares of Common Stock were unaffected by the Reverse

Stock Split.

Item

5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The

information set forth in Item 3.03 is hereby incorporated by reference into this Item 5.03.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits

Exhibit

Description

3.1

Form of Certificate of Amendment

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:

July 31, 2026

By:

/s/

Andrew Jackson

Name:

Andrew

Jackson

Title:

Chief

Financial Officer

EX-3.1

Filename: ex3-1.htm · Sequence: 2

Exhibit

3.1

Certificate

of Amendment

the

Certificate

of Incorporation

Calidi

Biotherapeutics, INC.

This

Certificate of Amendment to the Certificate of Incorporation of Calidi Biotherapeutics, Inc. (the “Corporation”),

a corporation organized and existing under the laws of the State of Delaware, is hereby duly adopted pursuant to and in accordance with

the provisions of Section 242 of the Delaware General Corporation Law.

Article 4, Part A of the Certificate of Incorporation of the Corporation is hereby amended by adding the following paragraph immediately

after the first paragraph of Article 4:

“Contingent

upon filing and effective as of 04:01 p.m. on July 30, 2026 (the “Effective Time”), each sixteen (16) shares of Common Stock

issued and outstanding prior to the Effective Time shall, automatically and without any action on the part of the respective holders

thereof, be combined and converted into one (1) share of Common Stock (the “Reverse Split”). No fractional share shall be

issued in connection with the foregoing combination of the shares pursuant to the Reverse Split. A holder of Common Stock who would otherwise

be entitled to receive a fractional share as a result of the Reverse Split will receive one whole share of Common Stock in lieu of such

fractional share.

The

Reverse Split shall occur automatically without any further action by the holders of Common Stock, and whether or not the certificates

representing such shares have been surrendered to the Corporation; provided, however, that the Corporation shall not be obligated to

issue certificates evidencing the shares of Common Stock issuable as a result of the Reverse Split unless the existing certificates evidencing

the applicable shares of stock prior to the Reverse Split are either delivered to the Corporation, or the holder notifies the Corporation

that such certificates have been lost, stolen or destroyed, and executes an agreement satisfactory to the Corporation to indemnify the

Corporation from any loss incurred by it in connection with such certificates.”

WITNESS WHEREOF, the undersigned authorized officer of the Corporation, for the purpose of amending the Certificate of Incorporation

pursuant to the Delaware General Corporation Law, does hereby make and file this Certificate of Amendment, hereby declaring and certifying

that the facts herein stated are true, and accordingly has hereunto set his hand this twenty seventh (27th) day of July, 2026.

This

Certificate of Amendment shall become effective at 04:01 p.m. on July 30, 2026.

By:

Title:

Chief

Executive Officer

Name:

Eric

Poma

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Entity File Number

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Entity Registrant Name

Calidi

Biotherapeutics, Inc.

Entity Central Index Key

0001855485

Entity Tax Identification Number

86-2967193

Entity Incorporation, State or Country Code

Entity Address, Address Line One

4475

Executive Dr.

Entity Address, Address Line Two

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Entity Address, City or Town

San

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Entity Address, State or Province

Entity Address, Postal Zip Code

92121

City Area Code

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Local Phone Number

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