UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On July 9, 2025, Calidi Biotherapeutics, Inc., (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”). As of the record date of May 19, 2025, there were 31,792,580 shares of Common Stock issued and outstanding and entitled to vote.
At the Annual Meeting, 16,932,481 shares of Common Stock, representing approximately 53.26% of the total number of shares of Common Stock entitled to vote, were represented in person or by proxy, constituting a quorum. Set forth below are the voting results from the proposals presented for a stockholder vote at the Annual Meeting, each of which received a sufficient number of votes to pass.
| 1. | Election of Class II Director Nominees. The stockholders elected James Schoeneck and George Peoples as Class II Directors of the Company by a plurality of the votes cast, and without contest, to serve a three-year term until the 2028 Annual Meeting of Stockholders or until their successor has been duly elected. |
| NAME | FOR | WITHHLED | BROKER NON-VOTE | |||
| James Schoeneck | 6,493,201 | 1,156,832 | 9,282,448 | |||
| George Peoples | 6,611,798 | 1,038,235 | 9,282,448 |
| 2. | Ratification of the appointment of Auditor. Stockholders approved and ratified the appointment of CBIZ CPAs P.C. as the Company’s independent registered public accounting firm to audit the consolidated financial statements of the Company for the fiscal year ending December 31, 2025. |
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | |||
| 15,610,972 | 1,253,674 | 67,835 | - |
| 3. | Reverse Stock Split. Stockholders approved an amendment to our Second Amended and Restated Certificate of Incorporation, as amended, to, at the discretion of the Board of Directors, effect a reverse stock split with respect to the Company’s shares of issued and outstanding Common Stock, which consists of Voting Common Stock and Non-Voting Common Stock, at a ratio between 1-for-2 and 1-for-19 (the “Range”), with the ratio within such Range to be determined at the discretion of the Board and included in a public announcement. |
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | |||
| 14,295,881 | 2,578,967 | 57,633 | - |
| 4. | 2023 Plan Amendment. Stockholders approved an amendment to our 2023 Equity Incentive Plan (the “2023 Plan”), to increase the aggregate number of shares of common stock authorized for grant under the 2023 Plan from 393,780 to 3,393,780. |
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | |||
| 5,791,310 | 1,747,523 | 111,200 | 9,282,448 |
All the proposals presented for a vote at the Annual Meeting were approved by the Company’s stockholders. The results reported above are final voting results. No other matters were considered or voted upon at the Annual Meeting, except a proposal to adjourn the meeting to a later date, if necessary, to permit further solicitation and vote proxies in the event there were not sufficient votes in favor of the proposals. Based upon the voting results, the latter was not applicable.
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: July 11, 2025 | ||
| By: | /s/ Andrew Jackson | |
| Name: | Andrew Jackson | |
| Title: | Chief Financial Officer | |