Calidi Biotherapeutics Inc 2025年季度报告

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number001-40789 Calidi Biotherapeutics, Inc.(Exact name of registrant as specified in its charter) 4475 Executive Drive,Suite 200, If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒As of May 9, 2025, the registrant had31,792,580shares of common stock, $0.0001par value, outstanding, excluding 1,800,000 TABLE OF CONTENTS Condensed Consolidated Statements of Changes in Total EquityCondensed Consolidated Statements of Cash FlowsNotes to Condensed Consolidated Financial Statements Controls and Procedures Legal ProceedingsRisk Factors The Company is subject to risks and uncertainties common to early-stage companies in the biotechnology industry, including, butnot limited to, possible failure of preclinical studies or clinical trials, the need to obtain marketing approval for its product candidates, products that are approved and the ability to secure additional capital to fund operations. Product candidates currently underdevelopment will require significant additional research and development efforts, including extensive preclinical and clinical testing, and regulatory approval prior to commercialization. These efforts require significant amounts of additional capital, adequate personneland infrastructure, and extensive compliance-reporting capabilities. Even if the Company’s drug development efforts are successful, itis uncertain when, if ever, the Company will realize significant revenue from product sales.Reverse Stock Split a result of the Reverse Stock Split, every ten shares of issued and outstanding Common Stock were automatically combined into oneissued and outstanding share of Common Stock, without any change in the par value per share. No fractional shares were issued as aresult of the Reverse Stock Split, and any fractional shares that would otherwise have resulted from the Reverse Stock Split wererounded up to the next whole number. The number of authorized shares of Common Stock under the Company’s Second Amended andRestated Certificate of Incorporation, as amended, remained unchanged. outstanding securities, including but not limited to, warrants, options, and restricted stock units (“RSUs”) were adjusted to give effectto the reverse stock split. Furthermore, proportionate adjustments were made to the per share exercise price and the number of sharesof Common Stock that may be purchased upon exercise of outstanding stock options granted by the Company, and the number ofshares of Common Stock reserved for future issuance under the Company’s 2023 Equity Incentive Plan. possible future effects on the recoverability and classification of assets or amounts and classification of liabilities that may result fromthe outcome of this uncertainty.The Company has experienced recurring losses from operations and negative cash flows from operating activities, has a Management estimates that based on the Company’s liquidity resources, there is substantial doubt about the Company’s ability tocontinue as a going concern within 12 months from the date of issuance of the unaudited condensed consolidated financial statements. The accompanying unaudited condensed consolidated financial statements have been prepared on the basis of the Company continuingto operate in the normal course of business and does not reflect any adjustments to the assets and liabilities related to the substantialdoubt of its ability to continue as a going concern.Management’s ability to continue as a going concern is dependent upon its ability to raise additional funding. Management’s plans Risks and UncertaintiesChanges in economic conditions, including rising interest rates, public health issues, lower consumer confidence, volatile equitycapital markets, ongoing supply chain disruptions and the impacts of geopolitical conflicts, may affect the Company’s operations. Commission (“SEC”) and in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”)for interim financial reporting. Accordingly, these unaudited condensed consolidated financial statements do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, these unauditedcondensed consolidated financial statements contain all adjustments necessary, all of which are of a normal and recurring nature, tostate fairly the Company’s financial position, results of operations and cash flows. Interim results are not necessarily indicative of was filed with the SEC on March 31, 2025.9 The accompanying unaudited condensed consolidated financial statements of the Company include the accounts of its whollyowned subsidiary, Calidi Biotherapeutics (Nevada), Inc.