Calidi Biotherapeutics Inc 2025年度报告

FORM 10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-40789 CALIDI BIOTHERAPEUTICS, INC. Name of each exchange on which registeredNYSE American LLC Securities registered pursuant to Section 12(g) of the Act: None. 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 SecuritiesExchange Act of 1934 during the 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 for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant 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 smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smallerreporting 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 forcomplying with any new or revised 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 effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect 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-basedcompensation received by any 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 30, 2025 (thelast business day of the registrant’s most recently completed second fiscal quarter) was approximately $8.0 million. As of March 20, 2026, there were 10,895,725 shares of registrant’s common stock outstanding, excluding 150,000 non-voting Documents incorporated by reference:None. CALIDI BIOTHERAPEUTICS, INC. FORM 10-K ANNUAL REPORTFor the Fiscal Year Ended December 31, 2025 Table of Contents ITEM 1.BUSINESS6ITEM 1A.RISK FACTORS35ITEM 1B.UNRESOLVED STAFF COMMENTS91ITEM 1C.CYBERSECURITY91ITEM 2.PROPERTIES92ITEM 3.LEGAL PROCEEDINGS93ITEM 4.MINE SAFETY DISCLOSURES94 ITEM 5.MARKETFOR REGISTRANT’S COMMON EQUITY,RELATED STOCKHOLDER MATTERS ANDISSUER PURCHASES OF EQUITY SECURITIES94ITEM 6.RESERVED95ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS95ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK107ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA107ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIALDISCLOSURE107ITEM 9ACONTROLS AND PROCEDURES107ITEM 9B.OTHER INFORMATION108ITEM 9C.DISCLOSURE REGARDING FOREIGN JURISDICTION THAT PREVENTS INSPECTIONS108 ITEM 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE108ITEM 11.EXECUTIVE COMPENSATION115ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATEDSTOCKHOLDER MATTERS133ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE134ITEM 14.PRINCIPAL ACCOUNTANT FEES AND SERVICES135 ITEM 15.EXHIBITS AND FINANCIAL STATEMENT SCHEDULES136ITEM 16.FORM 10-K SUMMARY141 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”) and Section 21E of the Securities Exchange Act