Calidi Biotherapeutics, Inc. Announces Closing of $6.1 Million Public Offering

Calidi Biotherapeutics, Inc. (NYSE American: CLDI or “Calidi”), a clinical-stage biotechnology company developing a new generation of targeted immunotherapies, today announced the closing of its previously announced public offering of 15,197,500 shares of common stock (or pre-funded warrants in lieu thereof) and accompanying Series A Common Warrants, Series B Unit Warrants, with each unit consisting of one share of common stock and a Series B-1 Common Warrant and Series C Unit Warrants, with each unit consisting of one share of common stock and a Series C-1 Common Warrant at an effective combined price of $0.40 per share and common warrants for aggregate gross proceeds of approximately $6.1 million, before deducting placement agent fees and other offering expenses. The common warrants will have an exercise price of $0.60 per share, and the Series A Common Warrants, Series B Unit Warrant and Series C Unit Warrant will be exercisable immediately. The common warrants will expire in five years (with respect to the Series A Common Warrant, the Series B-1, Warrant and the Series C-1 Common Warrant), twelve months (with respect to the Series B common warrants) and four months (with respect to the Series C common warrants) from the issuance date.

The Company intends to use the net proceeds of the offering for working capital and general corporate purposes, and pre-clinical and clinical trials, as well as the repayment of certain debt.

Ladenburg Thalmann & Co. Inc. acted as the sole placement agent of the offering.

The securities described above are being offered pursuant to a registration statement on Form S-1, as amended, (File No. 333-276741) that was declared effective by the Securities and Exchange Commission (“SEC”) on April 15, 2024. The offering was made only by means of a prospectus. Copies of the prospectus relating to the offering may be obtained on the SEC’s website located at http://www.sec.gov or from Ladenburg Thalmann & Co. Inc., 640 Fifth Avenue, 4^th Floor, New York, New York 10019, or by telephone at [phone], or by email at [e-mail].

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation, or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.