Calidi Biotherapeutics Inc 2026年季度报告

FORM 10-Q 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 registrant 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 the 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,” “smaller 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ As of May 8, 2026, the registrant had 19,311,625 shares of common stock, $0.0001 par value, outstanding, excluding 150,000non-voting shares of common stock held in escrow. PART I - FINANCIAL INFORMATION Notes to Condensed Consolidated Financial StatementsItem 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations PART II - OTHER INFORMATION Item 1.Legal Proceedings47Item 1A.Risk Factors47 1. Organization and Nature of Operations On September 12, 2023, First Light Acquisition Group, Inc., a Delaware corporation (“FLAG”) consummated a series oftransactions that resulted in the merger of FLAG Merger Sub Inc., a Nevada corporation and a wholly-owned subsidiary of FLAG andCalidi Biotherapeutics. Inc., a Nevada corporation (“Calidi” and the transactions the “Business Combination”). Following theconsummation of the Business Combination, FLAG was renamed “Calidi Biotherapeutics, Inc.” and Calidi was renamed “Calidi The Company is a biotechnology company that is pioneering the development of targeted therapies with the potential to delivergenetic medicines to distal sites of disease. The Company’s proprietary RedTail platform features an engineered enveloped oncolyticvirus designed for systemic delivery and targeting of metastatic sites. This advanced enveloped technology is intended to shield the The Company’s operations to date have focused on organization and staffing, business planning, raising capital, licensing,acquiring and developing technology, establishing intellectual property portfolio, identifying potential product candidates andundertaking preclinical studies, process development and manufacturing for preclinical and clinical trials. The Company’s product 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,development by competitors of new technological innovations, dependence on key personnel, protection of proprietary technology,compliance with government regulations, the need to successfully commercialize and gain market acceptance of any of the Company’sproducts that are approved and the ability to secure additional capital to fund operations. Product candidates currently under Reverse Stock Split On August 1, 2025, the Company filed a Second Certificate of Amendment to its Second Amended and Restated Certificate ofIncorporation, as amended, with the Secretary of State of the State of Delaware to effect a 1-for-12 reverse stock split of the shares ofthe Company’s Common Stock, par value $0.0001 per share, effective on August 4, 2025 (the “2025 Reverse Stock Split”). As a resultof the 2025 Reverse Stock Split, every twelve 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 a All references to share and per share amounts for all periods presented in the unaudited condensed consolidated financialstatements have been retrospectively restated to reflect the 2025 Reverse Stock Split. All rights to receive shares of common stockunder outstanding securities, including but not limited to, warrants, options, and restricted stock units (“RSUs”) were adjusted to giveeffect to the reverse stock split. Furthermore, proportionate adjustments were made to the per share exercise price and the number of Liquidity and Going Concern The unaudited condensed consolidated financial statements have been prepared on a going concern basis, which contemplates therealization