Calidi Biotherapeutics Inc美股招股说明书(2025-08-21版)

1,528,000Pre-Funded Warrant UnitsEach Pre-Funded Warrant Unit Consisting of One Pre-Funded Warrant to Purchase One Share of Common Stock andOne Series I Warrant to Purchase One Share of Common Stock Up to 1,528,000 Shares of Common Stock Underlying the Pre-Funded Warrants Up to 3,000,764 Shares of Common Stock Underlying the Series I Warrants 150,038Representative Warrants to purchase Shares of Common StockUp to 150,038 Shares of Common Stock Issuable Upon Exercise of Representative Warrants We are offering up to 1,472,764 common stock units (the “Common Stock Units”), each consisting of: (i) one share of ourcommon stock, par value $0.0001 (“common stock” or “Common Stock”), and (ii) a Series I warrant to purchase one share of our commonstock (orpre-fundedwarrants to purchase one share of our Common Stock in lieu thereof) (the “Common Warrant”). The purchase pricefor each Common Stock Unit is $2.00. The Common Warrants will have an initial exercise price of $2.00 per share or $1.999 per pre-funded warrant, which prices are equal to 100% of the price per Common Stock Unit and price per PFW Unit (defined below),respectively, sold in the offering. The Common Warrants are exercisable immediately, subject to certain limitations described herein. TheCommon Warrants will expire five (5) years from the closing date of this offering. We are also offering shares of our common stock or thepre-funded warrants that are issuable from time to time upon exercise of the Common Warrants. We are also offering to each purchaser whose purchase of Common Stock Units in this offering would otherwise result in thepurchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% of our outstanding common stockimmediately following the consummation of this offering, the opportunity to purchase, if the purchaser so chooses, up to 1,528,000 pre-funded warrant units (the “PFW Units” and together with the Common Stock Units, the “Units”), in lieu of Common Stock Units thatwould otherwise result in the purchaser’s beneficial ownership exceeding 4.99% of our outstanding common stock. Each PFW Unitconsists of: (i): one pre-funded warrant to purchase one share of our common stock (the “Pre-Funded Warrants”), and (ii) a CommonWarrant to purchase one share of our common stock. The Common Warrants included in the PFW Units are identical to the CommonWarrants included in the Common Stock Units. Subject to limited exceptions, a holder of Pre-Funded Warrants will not have the right toexercise any portion of its Pre-Funded Warrants if the holder, together with its affiliates, would beneficially own in excess of 4.99% (or, atthe election of the holder, 9.99%, 14.99%, or 19.99%) of the number of shares of common stock outstanding immediately after givingeffect to such exercise. Each Pre-Funded Warrant will be exercisable for one share of common stock at an exercise price of $0.001 pershare of common stock. Each Pre-funded Warrant will be immediately exercisable and may be exercised at any time until all of the Pre-funded Warrants are exercised in full. The public offering price per PFW Unit is equal to the public offering price per Common Stock Unitless $0.001. We are also offering the shares of our common stock that are issuable from time to time upon exercise of the Pre-FundedWarrants. For each PFW Unit we sell, the number of Common Stock Units we are offering will be decreased on a one-for-one basis. The shares of common stock in the Common Stock Units or the Pre-Funded Warrants in the PFW Units, as applicable, and theaccompanying Common Warrants, can only be purchased together in this offering but will be issued separately and will be immediatelyseparable upon issuance. Certain of our officers and directors participated in the offering and purchased $0.5 million of the Common Stock Units. Theunderwriters received the same underwriting discounts and commissions on securities purchased by our officers and directors as they didfrom the other securities sold to the public in this offering. Neither the Common Stock Units nor the PFW Units will be issued or certificated. The common stock and Pre-Funded Warrants,and the accompanying Common Warrants, as the case may be, can only be purchased together in this offering but will be issued separatelyand will be immediately separable upon issuance. The Common Stock Units, the PFW Units, the shares of common stock, the CommonWarrants, the Pre-Funded Warrants, shares of common stock or the pre-funded warrants underlying the Common Warrants, the shares ofcommon stock underlying the Pre-Funded Warrants and Pre-Funded Warrants are sometimes collectively referred to herein as the“securities.” Our common stock is listed on the NYSE American under the symbol “CLDI”. On August 19, 2025, the closing price of ourcommon stock was $3.00 per share. There is no established trading market for the Pre-Funded Warrants or Common Warrants and we donot expect a market to develop. I