Monitor for stockholder approval vote and any subsequent share acquisitions by the holder that would trigger warrant vesting. The $0.23 exercise price and 17.4M share overhang represent potential future dilution if the holder meets the $1M minimum purchase condition.
Price Chart
Executive Summary
Calidi Biotherapeutics issued an amended and restated warrant to purchase up to 17,391,304 shares of common stock at $0.23 per share to an accredited investor. The amendment raises the minimum vesting acquisition amount from $500,000 to $1,000,000, extends the vesting termination date to September 30, 2026, and conditions exercise on stockholder approval. This is a routine restructuring of existing warrant terms with no new capital raised.
Key Facts
- Amended and restated warrant issued May 28, 2026, replacing the May 6, 2026 warrant
- Warrant covers up to 17,391,304 unvested shares at $0.23 exercise price
- Minimum Vesting Acquisition Amount increased from $500,000 to $1,000,000
- Vesting Termination Date extended from July 8, 2026 to September 30, 2026
- Exercise conditioned on stockholder approval per NYSE American rules
- Issued in private placement under Section 4(a)(2) and Rule 506(b)
Financial Impact
No new capital raised; warrant terms restructured with higher vesting threshold ($1M vs $500K) and extended deadline
Risk Factors
- Potential dilution of up to 17.4M shares if warrant vests and is exercised
- Stockholder approval required before any exercise — failure to obtain could void the warrant
Market Snapshot
Investment Themes
Documents Analyzed
This report is based on 5 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 8-K Filing (Primary) | 0001493152-26-026415 |
| Document: form8-k.htm | 0001493152-26-026415 |
| Document: 0001493152-26-026415-index-headers.html | 0001493152-26-026415 |
| Document: 0001493152-26-026415-index.html | 0001493152-26-026415 |
| Document: 0001493152-26-026415.txt | 0001493152-26-026415 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
May 29, 2026 21w ago | 8-K | — | awaiting T+20 | — | — |
May 8, 2026 24w ago | 8-K | — | awaiting T+20 | — | — |
US Market Status
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