Calidi Biotherapeutics Inc美股招股说明书(2026-03-06版)

SUBJECT TO COMPLETION, DATED MARCH 5, 2026 Preliminary Prospectus Supplement(to Prospectus dated February 7, 2025) Calidi Biotherapeutics, Inc. Up ToCommon Stock UnitsEach Common Stock Unit Consisting of One Share of Common StockOne Series J Warrant to Purchase One Share of Common StockOne Series K Warrant to Purchase One Share of Common Stock, andOne Series L Warrant to Purchase One Share of Common Stock Up toPre-Funded Warrant UnitsEach Pre-Funded Warrant Unit Consisting of One Pre-Funded Warrant to Purchase One Share of Common StockOne Series J Warrant to Purchase One Share of Common StockOne Series K Warrant to Purchase One Share of Common Stock, andOne Series L Warrant to Purchase One Share of Common Stock Up toShares of Common Stock Underlying the Pre-Funded WarrantsUp toShares of Common Stock Underlying the Series J Warrants Up toShares of Common Stock Underlying the Series K Warrants Up toShares of Common Stock Underlying the Series L Warrants Calidi Biotherapeutics, Inc. (the “Company” or “we” or “our” or “us”) is offering (“Offering”) up tocommon stockunits (the “Common Stock Units”) in a firm commitment underwritten public offering. Each Common Stock Unit consists of (i) oneshare of our common stock, par value $0.0001 per share (“Common Stock”) (orpre-fundedwarrants to purchase one share of ourCommon Stock in lieu thereof), (ii) one Series J common stock warrant (“Series J Warrants”) to purchase one share of our CommonStock (orpre-fundedwarrants to purchase one share of our Common Stock in lieu thereof), (iii) a Series K common stock warrant(“Series K Warrants”) to purchase one share of our Common Stock (orpre-fundedwarrants to purchase one share of our CommonStock in lieu thereof), and (iv) a Series L common stock warrant (“Series J Warrants”) to purchase one share of our Common Stock(orpre-fundedwarrants to purchase one share of our Common Stock in lieu thereof) (“Series L Warrants” and together with the SeriesJ Warrants and the Series K Warrants, the “Common Warrants”). The combined purchase price for each Common Stock Unit is $.The Series J Warrants will have an initial exercise price of $per share. The Series J Warrants are exercisable immediately, subjectto certain limitations described herein. The Series J Warrants will expire five (5) years from the date of issuance. The Series KWarrants will have an initial exercise price of $per share. The Series K Warrants are exercisable immediately, subject to certainlimitations described herein. The Series K Warrants will expire one (1) year from the date of issuance. The Series L Warrants will havean initial exercise price of $per share. The Series L Warrants are exercisable immediately, subject to certain limitations describedherein. The Series L Warrants will expire six (6) months from the date of issuance. The Common Warrants will each include provisionsin relation to the reset of the exercise price on two separate occasions: (i) on the forty-fifth (45th) calendar day following the date ofissuance and (ii) the sixth (6th) trading day immediately following the date on which a reverse stock split of the Common Stock isapproved and deemed effective during the fiscal year ended December 31, 2026, to a price equal to the lesser of (i) the then exerciseprice and (ii) 90% of the lowest five-day volume weighted average prices for the five (5) trading days immediately preceding the datethat is forty-five calendar days after issuance of the Series J Warrants, the Series K Warrants and the Series L Warrants, as applicable.Notwithstanding the foregoing, in no event at any time prior to, or including, the reset trigger date that is the forty-fifth (45th) calendarday following the date of issuance, shall the exercise price be adjusted to a price that is less than $0.25. 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 commonstock immediately following the consummation of this offering, the opportunity to purchase, if the purchaser so chooses, up topre-funded warrant units (the “Pre-Funded Warrant Units” and together with the Common Stock Units, the “Units”), in lieu of Common Stock Units. Each Pre-Funded Warrant Unit consists of: (i) one pre-funded warrant to purchase one share of our CommonStock (the “Pre-Funded Warrants”), (ii) one Series J Warrant to purchase one share of our Common Stock, (iii) one Series K Warrant topurchase one share of our Common Stock, and (iv) one Series L Warrant to purchase one share of our Common Stock. The CommonWarrants included in the Pre-Funded Warrant Units are identical to the Common Warrants included in the Common Stock Units.Subject to limited exceptions, a holder of Pre-Funded Warrants will not have the right to exercise any portion of its Pre-FundedWarrants if the holder, together with its affiliates, would beneficial