Calidi Biotherapeutics (CLDI) Announces 1:10 Reverse Share Split

Calidi Biotherapeutics Inc. (NYSE American: CLDI) (“Calidi” or “Company”), a clinical-stage biotechnology company developing a new generation of targeted virotherapies, today announced that its Board of Directors has approved the reverse stock split of its outstanding shares of common stock at a ratio of 1-for-10 (the “Reverse Stock Split”). The Reverse Stock Split is expected to become effective at 12:01 a.m. Eastern Time on July 15, 2024. The Company’s common stock is expected to commence trading on a split-adjusted basis when the NYSE American market opens on July 15, 2024 under the existing symbol of “CLDI.” The new CUSIP number for the Company’s common stock following the Reverse Stock Split will be 320703 309. Calidi’s publicly-traded warrants will continue to be traded on the NYSE American under the symbol “CLDI WS” and the CUSIP for the publicly-traded warrants will not change.

At the Special Meeting of Stockholders held on June 6, 2024 (the “2024 Special Meeting”), the Company’s stockholders approved the amendment to the Company’s Certificate of Incorporation, as amended, to effect a reverse stock split of the Company’s common stock at a ratio of not less than 1-for-10 and not more than 1-for-50, with the ratio to be determined by the Company’s Board of Directors. On July 1, 2024, the Board of Directors approved the 1-for-10 ratio for the Reverse Stock Split (“Reverse Stock Split Ratio”).

Following the effectiveness of the Reverse Stock Split, the total number of shares of issued and outstanding common stock will be reduced to approximately one-tenth of the pre-split amount. No fractional shares will be issued as a result of the Reverse Stock Split. Stockholders of record who would otherwise be entitled to receive a fractional share will automatically be entitled to the rounding up of the fractional share to the nearest whole share. Proportional adjustments based on the Reverse Stock Split Ratio will be made to the exercise prices and the number of shares underlying the Company's outstanding equity awards, as applicable, as well as to the number of shares issuable under the Company's equity incentive plan and the employee stock purchase plan. In addition, proportional adjustments corresponding to the Reverse Stock Split Ratio will be made to Calidi’s outstanding publicly-traded and private warrants, resulting in each warrant becoming exercisable for 1/10th of a share of common stock at an exercise price of $115 per whole share of common stock for each publicly-traded warrant and at an exercise price equal to the current exercise price multiplied by 10 per whole share of common stock for each private warrant. The number of shares issuable upon the exercise of each instrument would be reduced, and the exercise price per share, if applicable, would be increased, in accordance with the terms of each instrument and based on the 1-for-10 ratio of the Reverse Stock Split. The Reverse Stock Split will not alter the number of authorized shares or the par value per share.

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