Calidi Biotherapeutics Inc. 美股招股说明书（2026-03-09 版）

Up To 703,731 Common Stock UnitsEach Common Stock Unit Consisting of One Share of Common StockOne Series J Warrant to Purchase One Share of Common Stock Up to 9,815,900 Pre-Funded Warrant UnitsEach Pre-Funded Warrant Unit Consisting of One Pre-Funded Warrant to Purchase One Share of Common StockOne Series J Warrant to Purchase One Share of Common Stock Up to 9,815,900 Shares of Common Stock Underlying the Pre-Funded Warrants Up to 10,519,631 Shares of Common Stock Underlying the Series J Warrants Up to 10,519,631 Shares of Common Stock Underlying the Series K Warrants Up to 10,519,631 Shares of Common Stock Underlying the Series L Warrants Calidi Biotherapeutics, Inc. (the “Company” or “we” or “our” or “us”) is offering (“Offering”) up to 703,731 common stockunits (the “Common Stock Units”) in a firm commitment underwritten public offering. Each Common Stock Unit consists of (i) oneshare of our common stock, par value $0.0001 per share (“Common Stock”) (orpre-fundedwarrants to purchase one share of ourCommon Stock in lieu thereof), (ii) one Series J common stock warrant (“Series J Warrants”) to purchase one share of our Common Stock (orpre-fundedwarrants to purchase one share of our Common Stock in lieu thereof), (iii) a Series K common stock warrant(“Series K Warrants”) to purchase one share of our Common Stock (orpre-fundedwarrants to purchase one share of our CommonStock in lieu thereof), and (iv) a Series L common stock warrant (“Series J Warrants”) to purchase one share of our Common Stock(orpre-fundedwarrants to purchase one share of our Common Stock in lieu thereof) (“Series L Warrants” and together with the SeriesJ Warrants and the Series K Warrants, the “Common Warrants”). The combined purchase price for each Common Stock Unit is $0.50.The Series J Warrants will have an initial exercise price of $0.50 per share. The Series J Warrants are exercisable immediately, subjectto certain limitations described herein. The Series J Warrants will expire five (5) years from the date of issuance. The Series KWarrants will have an initial exercise price of $0.50 per share. The Series K Warrants are exercisable immediately, subject to certainlimitations described herein. The Series K Warrants will expire one (1) year from the date of issuance. The Series L Warrants will havean initial exercise price of $0.50 per share. The Series L Warrants are exercisable immediately, subject to certain limitations describedherein. The Series L Warrants will expire six (6) months from the date of issuance. The Common Warrants will each include provisions in relation to the reset of the exercise price on two separate occasions: (i) on the forty-fifth (45th) calendar day following the date of issuance and (ii) the sixth (6th ) trading day immediately following the date on which a reverse stock split of the Common Stock isapproved and deemed effective during the fiscal year ended December 31, 2026, to a price equal to the lesser of (i) the then exerciseprice and (ii) 90% of the lowest five-day volume weighted average prices for the five (5) trading days immediately preceding the datethat is forty-five calendar days after issuance of the Series J Warrants, the Series K Warrants and the Series L Warrants, as applicable.Notwithstanding the foregoing, in no event at any time prior to, or including, the reset trigger date that is the forty-fifth (45th day following the date of issuance, shall the exercise price be adjusted to a price that is less than $0.25.We are also offering to each purchaser whose purchase of Common Stock Units in this offering would otherwise result in thepurchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% of our outstanding CommonStock immediately following the consummation of this Offering, the opportunity to purchase, if the purchaser so chooses, up to9,815,900 pre-funded warrant units (the “Pre-Funded Warrant Units” and together with the Common Stock Units, the “Units”), in lieuof Common Stock Units. Each Pre-Funded Warrant Unit consists of: (i) one pre-funded warrant to purchase one share of our Common Warrants included in the Pre-Funded Warrant Units are identical to the Common Warrants included in the Common Stock Units.Subject to limited exceptions, a holder of Pre-Funded Warrants will not have the right to exercise any portion of its Pre-FundedWarrants if the holder, together with its affiliates, would beneficially own in excess of 4.99% (or, at the election of the holder, 9.99%)of the number of shares of Common Stock outstanding immediately after giving effect to such exercise. Each Pre-Funded Warrant will This prospectus supplement also relates to the offering of the shares of our Common Stock issuable upon the exercise of the Neither the Common Stock Units nor the Pre-Funded Warrant Units will be issued or certificated.The shares of CommonStock in the Common Stock Units or the Pre-Funded Warrants in the Pre-Funded Warrant Units, as appli