Calidi Announces Reverse Stock Split

Calidi Biotherapeutics Inc. (NYSE American: CLDI) (“Calidi” or “Company”), a clinical-stage biotechnology firm pioneering targeted virotherapies, has confirmed that its Board of Directors has sanctioned a reverse stock split of its outstanding common stock at a ratio of 1-for-10 (the “Reverse Stock Split”). Effective from 12:01 a.m. Eastern Time on July 15, 2024, the split-adjusted trading of Calidi’s common stock under the symbol “CLDI” on the NYSE American is anticipated. The new CUSIP number for the Company’s common stock post-split will be 320703 309. Calidi’s publicly-traded warrants will retain the symbol “CLDI WS” on the NYSE American, with no changes to their CUSIP.

At the 2024 Special Meeting of Stockholders on June 6, 2024, shareholders approved an amendment to the Company’s Certificate of Incorporation to effect a reverse stock split at a ratio between 1-for-10 and 1-for-50, with the Board later approving the 1-for-10 ratio on July 1, 2024.

Following the Reverse Stock Split’s effectiveness, the total issued and outstanding shares of common stock will reduce to approximately one-tenth of the pre-split quantity. No fractional shares will be issued; instead, stockholders entitled to fractional shares will receive rounded-up whole shares. Adjustments based on the Reverse Stock Split Ratio will apply to exercise prices, shares underlying equity awards, and shares issuable under the equity incentive and employee stock purchase plans. Similarly, adjustments will be made to Calidi’s publicly-traded and private warrants, making each exercisable for 1/10th of a share of common stock at designated exercise prices.

Upon the split’s effectiveness, each 10 shares of pre-split common stock will consolidate into 1 share of common stock. Equiniti Trust Company, LLC has been appointed as the exchange agent to manage the Reverse Stock Split process.

Registered stockholders with shares in book-entry form need not take action. Those holding shares through brokerage accounts will see automatic adjustments, while stockholders with shares in certificate form will receive instructions from Computershare regarding the exchange process.

About Calidi Biotherapeutics

Calidi Biotherapeutics (NYSE American: CLDI) is advancing clinical-stage immuno-oncology solutions leveraging proprietary stem cell-based platforms to enhance cancer treatment efficacy. These platforms utilize allogeneic stem cells carrying oncolytic viruses for treating high-grade gliomas, solid tumors, and metastatic diseases. Headquartered in San Diego, California, Calidi Biotherapeutics is committed to pioneering innovative therapies for oncology indications.

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