is being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Material Modification to Rights of Security Holders. Calidi Biotherapeutics, Inc., a Delaware Corporation (the “Company”), effected a reverse stock split of the Company’s issued and outstanding shares of common stock, par value $0.0001 per share (“Common Stock”), at a ratio of 1-for-16 (the “Reverse Stock Split”). The Reverse Stock Split was duly approved by the stockholders of the Company in its Annual Meeting of Stockholders held on June 12, 2026. Reasons for the Reverse Stock Split The Com…

above, which condition was satisfied concurrently with the execution of the Termination Agreement. If substantial completion of the New Premises has not occurred by September 30, 2026, the Company may remain in the Existing Premises for up to 14 days following substantial completion of the New Premises. In that event, the Termination Date will be the date during such 14-day period on which the Company surrenders the Existing Premises to the Prior Landlord. If the Company fails to timely vacat…

below. The Company estimates it will save approximately $1.1 million per year in rent and facility-related expenses by terminating the existing lease and entering into the New Lease. The New Lease has an initial term of 44 months, scheduled to commence on October 1, 2026 and expire on May 31, 2030, subject to the terms of the New Lease and the tenant work letter attached thereto. The Company has one option to extend the term of the New Lease for an additional three years at the then-prevailin…

Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant. The information set forth under

Class III director and member of the Audit Committee — Dr. Corazon (Corsee) Sanders: Dr. Corazon (Corsee) Sanders was appointed as a Class III director and member of the Audit Committee.

Entry into Material Definitive Agreement The information under

Unregistered Sales of Equity Securities On May 28, 2026, Calidi Biotherapeutics, Inc. (the “Company”) issued an amended and restated warrant (the “Warrant”) to purchase up to 17,391,304 (unvested) shares of common stock of the Company, par value $0.0001 per share (the “Common Stock”), with an exercise price of $0.23 to an accredited investor (the “Holder”) in a private placement transaction. The Warrant amends and restates that certain Warrant dated May 6, 2026, issued by the Company to the H…

is being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Unregistered Sales of Equity Securities On May 6, 2026, Calidi Biotherapeutics, Inc. (the “Company”) issued a warrant (the “Warrant”) to purchase up to 17,391,304 (unvested) shares of common stock of the Company, par value $0.0001 per share (the “Common Stock”), with an exercise price of $0.23 to an accredited investor in a private placement transaction. The Warrant is first exercisable on September 8, 2026, and is subject to certain vesting conditions as described below. The holder of the Wa…

Entry into Material Definitive Agreement The information under

Director — Mr. Allan J. Camaisa: Mr. Allan J. Camaisa intends to allow his Director term to expire without disagreement.

is being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Entry into a Material Definitive Agreement. Underwritten Public Offering On March 6, 2026, Calidi Biotherapeutics, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Ladenburg Thalmann & Co. Inc., as sole underwriter (“Underwriter”), in connection with the issuance and sale (the “Offering”) of: (i) 2,278,731 common stock units (“Common Stock Units”), which includes 1,575,000 Common Stock Units purchased pursuant to the exercise, in full, of the Ove…

by reference. The Underwriter’s Warrant and the shares issuable upon exercise of the Underwriter Warrant have not been registered under the Securities Act, or the securities laws of any state, and were offered and sold in reliance on the exemption from registration under the Securities Act, afforded by Section 4(a)(2) under the Securities Act and Regulation D promulgated thereunder.

Results of Operation and Financial Condition On January 28, 2026, Calidi Biotherapeutics, Inc. (the “Company”) issued a press release providing corporate updates for the fiscal year ended December 31, 2025, and updates on key operational initiatives for fiscal year 2026, which also includes certain preliminary, unaudited financial information. A copy of the press release is incorporated herein by reference and is furnished as Exhibit 99.1. The preliminary, unaudited financial information incl…

Other Events On January 28, 2026, the Company issued a press release providing corporate updates for the fiscal year ended December 31, 2025, and updates on key operational initiatives for fiscal year 2026, which also includes certain preliminary, unaudited financial information. A copy of the press release is included as Exhibit 99.1 hereto and is incorporated by reference herein. Forward Looking Statements This Current Report on Form 8-K (including Exhibit 99.1) contains “forward-looking st…

is being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Termination of Material Agreement Effective upon execution of the Material Purchase Agreement described in

Entry into a Material Definitive Agreement On October 27, 2025, Calidi Biotherapeutics, Inc. (the “Company”) entered into that certain Stock Repurchase Agreement (the “SRA”) and Material Purchase Agreement (the “MPA” and together with the SRA the “Agreements”), with its majority owned subsidiary, Nova Cell, Inc. (“Nova Cell”). Pursuant to the SRA, the Company sold and transferred 22,500,000 shares of Nova Cell common stock (the “Repurchased Shares”), which represents 75% of the equity interes…

Completion of Acquisition or Disposition of Assets The information in

Chief Legal Officer — Ms. Wendy Pizarro Campbell: The position of Chief Legal Officer was eliminated as part of the company's cost-reduction and operating-efficiency initiatives.

Entry into a Material Definitive Agreement. The description in

President, Medical and Scientific Affairs — Dr. Boris Minev: The position of President, Medical and Scientific Affairs was eliminated, resulting in Dr. Minev's departure.

Entry into a Material Definitive Agreement. The description in