The $1.1M net proceeds provide only two months of operating runway, making additional dilutive financings highly likely in the near term. Monitor for further capital raises, potential reverse stock splits to maintain NYSE American listing, and any clinical data catalysts from CLD-201 or CLD-401 programs that could alter the financing trajectory.
Price Chart
Executive Summary
Calidi Biotherapeutics is issuing 1,025,640 shares of common stock at $1.17 per share in a direct offering to accredited investors, raising approximately $1.1 million in net proceeds. The company has a going concern qualification, only $4.1 million in cash as of June 30, 2026, and states the proceeds will fund only two months of operations. This is a dilutive capital raise for a pre-revenue biotech with no approved products and a history of significant operating losses.
Key Facts
- Offering of 1,025,640 shares of common stock at $1.17 per share, at-the-market price as of September 16, 2026
- Gross proceeds of $1.2 million; estimated net proceeds of approximately $1.1 million
- Proceeds will meet capital needs for only the next two months under current business plan
- Going concern qualification from independent auditor for FY2025; $149.9 million accumulated deficit as of June 30, 2026
- Cash and restricted cash of approximately $4.3 million as of June 30, 2026
- Net loss of $8.3 million for the six months ended June 30, 2026
- Shares outstanding will increase from 2,660,209 to 3,685,849 post-offering, a 38.6% dilution
- No underwriter or placement agent; direct sale to accredited investors
- Officers and directors subject to 60-day lock-up; company subject to 45-day standstill on further equity issuance
Financial Impact
Dilution of approximately 38.6% to existing shareholders from 2,660,209 to 3,685,849 shares outstanding. Net proceeds of ~$1.1 million extend cash runway by approximately two months.
Risk Factors
- Substantial doubt about ability to continue as a going concern; only two months of cash runway post-offering
- 38.6% immediate dilution to existing shareholders with further dilution expected from additional capital raises
- Pre-revenue biotech with no approved products and significant accumulated deficit of $149.9 million
- Limited trading volume on NYSE American could exacerbate price declines from selling pressure
- 1,856,830 shares issuable upon exercise of outstanding warrants at a weighted-average exercise price of $7.90 per share, far above current trading price
Investment Themes
Documents Analyzed
This report is based on 4 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 424B5 Filing (Primary) | 0001493152-26-043156 |
| Document: 0001493152-26-043156-index-headers.html | 0001493152-26-043156 |
| Document: 0001493152-26-043156-index.html | 0001493152-26-043156 |
| Document: 0001493152-26-043156.txt | 0001493152-26-043156 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Sep 25, 2026 4w ago | 8-K | $1.07 | awaiting T+20 | — | $0.6450 (+39.72%) |
Sep 22, 2026 4w ago | 8-K | $1.09 $0.7680 | ▲ +29.54% | ▲ +30.23% | $0.6450 (+40.83%) |
Sep 17, 2026 5w ago | 424B5 | $1.10 $0.8370 | ▲ +23.91% | ▲ +24.11% | $0.6450 (+41.36%) |
Aug 13, 2026 10w ago | 8-K | $1.59 $1.22 | ▼ −23.27% | ▼ −21.28% | $0.6450 (−59.43%) |
Aug 13, 2026 10w ago | Press Release | $1.59 $1.22 | ▼ −23.27% | ▼ −21.28% | $0.6450 (−59.43%) |
Jun 29, 2026 16w ago | 3 | $0.1700 $0.0933 | ▼ −45.12% | ▼ −42.80% | $0.6450 (+279.41%) |
May 26, 2026 21w ago | Press Release | $2.83 $2.51 | ▼ −11.30% | ▼ −9.24% | $0.6450 (−77.22%) |
May 22, 2026 22w ago | Press Release | $2.83 $2.51 | ▲ +11.30% | ▲ +9.24% | $0.6450 (+77.22%) |
Apr 20, 2026 27w ago | Press Release | $0.2500 $0.1830 | ▼ −26.80% | ▼ −31.00% | $0.6450 (+158.00%) |
Mar 27, 2026 30w ago | Press Release | $0.2390 $0.2240 | ▼ −6.28% | ▼ −18.87% | $0.6450 (+169.87%) |
US Market Status
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