Calidi Biotherapeutics, Inc. Announces Pricing 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 pricing of its “reasonable best efforts” 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 (or common stock equivalents in lieu thereof) 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 closing of the offering is expected to occur on or about April 18, 2024, subject to the satisfaction of customary closing conditions. The Company currently intends to use a portion of the net proceeds of this offering for working capital and general corporate purposes, and pre-clinical and clinical trials subject to the actual amount of proceeds received.

Ladenburg Thalmann & Co. Inc. is acting as sole placement agent in connection with the offering.

The securities described above are being offered pursuant to a registration statement on Form S-1 (File No. 333-276741) previously filed with the Securities and Exchange Commission (SEC) which became effective on April 15, 2024. The offering is being made only by means of a prospectus forming part of the effective registration statement. Copies of the preliminary prospectus and, when available, copies of the final prospectus, relating to the offering may be obtained on the SEC’s website located at http://www.sec.gov. Electronic copies of the final prospectus relating to the offering may be obtained, when available, 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].