Calidi Biotherapeutics Announces Proposed Public Offering: What Investors Need to Know

San Diego, March 5, 2026 – Calidi Biotherapeutics, Inc. (NYSE American: CLDI), a biotechnology company at the forefront of targeted genetic medicines, has announced a significant development that could impact its share price and investor outlook. The company has revealed plans for a proposed underwritten public offering of units, which will consist of shares of its common stock and, for certain investors, pre-funded warrants to purchase shares of common stock. Each share or pre-funded warrant will be sold together with accompanying common warrants, with all components of the units being separated immediately upon issuance.

Key Points from the Announcement

• The offering consists of units that include either shares of common stock or pre-funded warrants (for investors who prefer), as well as common warrants to purchase additional shares of common stock.
• The purchase price of each pre-funded warrant will be the public offering price per share of common stock minus \$0.001, which is the exercise price of each pre-funded warrant.
• The company will grant the underwriters a 45-day option to purchase up to an additional 15% of the number of shares of common stock and/or common warrants at the public offering price (less underwriting discounts and commissions).
• Ladenburg Thalmann & Co. Inc. is acting as the sole book-running manager for the offering.
• The offering is being made pursuant to a shelf registration statement on Form S-3, which was declared effective by the SEC on February 7, 2026.
• Proceeds from the offering will be used for working capital and general corporate purposes.

Important Details and Potential Impact for Shareholders

• Potential Share Dilution: The issuance of new common stock and warrants will increase the total number of outstanding shares, potentially diluting the holdings of existing shareholders.
• Flexibility for Investors: The inclusion of pre-funded warrants allows certain investors to participate without triggering ownership limitations, a structure that may appeal to institutional or large investors.
• Underwriter Option: The underwriter’s option to purchase up to an additional 15% of the offering could further increase the total number of shares and warrants issued.
• Uncertainty in Market Conditions: The company notes that the offering is subject to market and other conditions, and there is no assurance as to whether or when it may be completed, or the actual size and terms of the offering.
• Use of Proceeds: Funds raised will be directed toward working capital and general corporate purposes, which could accelerate the company’s R&D efforts and platform advancement.

About Calidi Biotherapeutics: Pipeline and Technology Overview

Calidi Biotherapeutics is pioneering the development of targeted therapies designed to deliver genetic medicines to distant sites of disease. Its proprietary Redtail platform features an engineered enveloped oncolytic virus for systemic delivery and targeting of metastases. This technology is intended to shield the virus from immune clearance, facilitating effective delivery to tumors, inducing tumor lysis, and enabling the delivery of potent genetic medicines to metastatic sites.

• Lead Candidate: CLD-401 is currently in IND-enabling studies, targeting non-small cell lung cancer, head and neck cancer, and other high unmet need tumors.
• Pipeline Expansion: Calidi is also developing a novel approach to incorporate BiTEs (bispecific T-cell engagers) in solid tumors using its Redtail platform.
• Location: The company is headquartered in San Diego, California.

Forward-Looking Statements and Risks

The press release contains forward-looking statements regarding key milestones, clinical trial plans, and the anticipated safety and efficacy of Calidi’s therapeutics. These statements are subject to risks, including:

• The possibility that Calidi cannot raise sufficient capital to fund its clinical trials.
• The risk that early clinical trial results may not be predictive of final outcomes.
• The chance that Calidi may not receive FDA approval for its drug candidates.
• Other risks and uncertainties detailed in the company’s SEC filings, including its latest annual report and subsequent updates.

Investor Contact Information

For Investors:
Dave Gentry, CEO
RedChip Companies, Inc.
1-407-644-4256
[email protected]

Why This News Could Move the Share Price

The proposed public offering is a price-sensitive event. Such offerings can result in share dilution, affecting existing shareholders’ percentage ownership and potentially the market value per share. However, the capital raised could strengthen Calidi’s ability to execute on its pipeline, accelerate clinical development, and enhance its competitive position in the targeted genetic medicine space. The market’s reaction will likely depend on the terms of the offering, investor demand, and perceptions of the company’s prospects and the progress of its Redtail platform.

Disclaimer: This article is for informational purposes only and does not constitute investment advice. Investors should read the full preliminary prospectus supplement and accompanying prospectus, as well as review all filings with the SEC, before making any investment decisions. Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those projected.

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