UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
As previously disclosed, on March 8, 2024, Calidi Biotherapeutics, Inc. (the “Company,” “we” or “our”) entered into a settlement agreement (the “Settlement Agreement”) with an investor, pursuant to which (i) the investor purchased a $2.0 million convertible promissory note from the Company for cash (the “First Note”) and (ii) the Company issued to the investor a $1.5 million convertible note, as amended (the “Second Note” and together with the First Note, the “2024 Notes”) in settlement of an unasserted claim.
On March 28, 2024, the Company entered into the (i) first amendment to the First Note, and (ii) second amendment to the Second Note (collectively, the “Amendments”), pursuant to which the parties amended (A) the conversion price to mean the Initial Conversion Price (as defined in the 2024 Notes) until the one hundred and eightieth (180th) day from the issuance of the Convertible Notes and the Reset Conversion Price (as defined herein) thereafter; (B) the Reset Conversion Price to be 94.0% of the 10-day VWAP ending on the one hundred and eightieth (180th) day from the issuance of the 2024 Notes; (C) the terms relating to a mandatory conversion of the 2024 Notes to provide that in the event that we complete a financing (i) for at least $8 million in a registered offering or (ii) of at least $2 million with a non-affiliated purchaser at an effective price of at least 150% of the initial note conversion price, then the 2024 Notes will be subject to mandatory conversion on or after the Effective Registration Date (as defined in the 2024 Notes) at the lower of the then conversion price in effect and the effective price of the securities sold in the financing; and (D) the terms relating to certain demand registration rights to provide that the Company is required to file a registration statement within five business day after the one hundred and eightieth (180th) day from the issuance of the 2024 Notes.
The foregoing description of the Amendments do not purport to be complete and is qualified in their entirety by reference to the full text of the Amendments, copies of which are attached hereto as Exhibits 10.1 and 10.2 respectively, and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 10.1† | Form of First Amendment to Convertible Promissory Note ($2,000,000) | |
| 10.2† | Form of Second Amendment to Convertible Promissory Note ($1,500,000) | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
† Certain information contained in this exhibit has been omitted because it is both (i) not material and (ii) is the type that the Company treats as private or confidential.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Calidi Biotherapeutics, Inc. | ||
| Dated: April 1, 2024 | ||
| By: | /s/ Wendy Pizarro | |
| Name: | Wendy Pizarro | |
| Title: | Chief Legal Officer | |