Calidi Biotherapeutics Inc 2024年度报告

FORM10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedDecember 31,2024 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number:001-40789 Name of each exchange on which registeredNYSE American LLC Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 duringthe preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2) has been subject to such filing requirements forthe past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 ofRegulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or anemerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company”in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filerNon-accelerated filer(Do not check if a smaller reporting company)Emerging growth company☒ If 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 orrevised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal controlover financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issuedits audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filingreflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received byany of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). Yes☐No☒ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ The aggregate market value of voting and non-voting common stock held by non-affiliates of the registrant as of June 28, 2024 (the last business day of theregistrant’s most recently completed second fiscal quarter) was approximately $14,010,268. As of March 24, 2025, there were28,467,580shares of registrant’s common stock outstanding, excluding 1,800,000 non-voting common stock held in escrow. Documents incorporated by reference:None. CALIDI BIOTHERAPEUTICS, INC. FORM 10-K ANNUAL REPORTFor the Fiscal Year Ended December 31, 2024 Table of Contents ITEM 1.BUSINESS4ITEM 1A.RISK FACTORS40ITEM 1B.UNRESOLVED STAFF COMMENTS99ITEM 1C.CYBERSECURITY99ITEM 2.PROPERTIES100ITEM 3.LEGAL PROCEEDINGS100ITEM 4.MINE SAFETY DISCLOSURES102 ITEM 5.MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OFEQUITY SECURITIES103ITEM 6.RESERVED103ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS103ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK122ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA122ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE123ITEM 9ACONTROLS AND PROCEDURES123ITEM 9B.OTHER INFORMATION124ITEM 9C.DISCLOSURE REGARDING FOREIGN JURISDICTION THAT PREVENTS INSPECTIONS124 ITEM 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE124ITEM 11.EXECUTIVE COMPENSATION131ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDERMATTERS150ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE151ITEM 14.PRINCIPAL ACCOUNTANT FEES AND SERVICES152 ITEM 15.EXHIBITS AND FINANCIAL STATEMENT SCHEDULES153ITEM 16.FORM 10-K SUMMARY157 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (“Securities Act”) andSection 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”). These forward-looking stat