Calidi Biotherapeutics announced pricing of an underwritten public offering of 10,519,631 units, each consisting of one share of common stock (or pre-funded warrant) and multiple warrants to purchase common stock.

Calidi Biotherapeutics, Inc. (NYSE AMERICAN: CLDI) ("Calidi" or the "Company"), a biotechnology company pioneering the development of targeted genetic medicines, today announced the pricing of its underwritten public offering of 10,519,631 units, with each unit consisting of one share of common stock (or pre-funded warrant in lieu thereof), (ii) one 6 month warrant to purchase one share of common stock, (iii) one 12 month warrant to purchase one share of common stock and (iv) one five year warrant to purchase one share of common stock (collectively, the "Warrants") .

Ladenburg Thalmann & Co. Inc. is acting as sole book-running manager for the offering.

Each unit is being sold to the public at a price of $0.50 per unit and each pre-funded unit is being sold to the public at the public offering price of each unit less the $0.001 per share nominal exercise price for each pre-funded warrant. The gross proceeds to the Company from this offering are expected to be approximately $5.2 million, before deducting underwriting discounts and commissions and other estimated offering expenses.

The Company has granted the underwriter a 45-day option to purchase up to an additional 1,575,000 shares of common stock and/or warrants to purchase up to 1,575,000 shares of common stock for each series of warrants described above (or up to an aggregate of 4,725,000 shares of common stock), or any combination thereof, solely to cover over-allotments, if any, at the public offering price, less underwriting discounts and commissions.

Calidi intends to use the net proceeds from the offering for working capital and for general corporate purposes.

The Warrants will be immediately exercisable and will entitle the holder to purchase one share of common stock (or pre-funded warrant in lieu thereof) at an exercise price of $0.50 per share. Each pre-funded warrant will be immediately exercisable, will entitle the holder to purchase one share of common stock and may be exercised at any time until exercised in full. The common stock (or pre-funded warrant in lieu thereof) and Warrants can only be purchased together as part of the units in the offering but will be immediately be issued separately.

This offering is expected to close on or about March 9, 2026, subject to the satisfaction of customary closing conditions.

The Company also has agreed that certain existing warrants held by investors in the offering to purchase up to an aggregate of 2,973,585 shares of the Company's common stock that were previously issued to the investors will be amended effective upon the closing of the offering so that such warrants will have a reduced exercise price of $0.50 per share.

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COMTEX_478976222/2227/2026-05-12T03:03:20