As filed with the Securities and Exchange Commission on April 2, 2024.
Registration No. 333-276741
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 3 TO
FORM S-1
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
Calidi Biotherapeutics, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 2834 | 86-2967193 | ||
(State or other jurisdiction of incorporation or organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification No.) |
4475 Executive Drive, Suite 200,
San Diego, California 92121
Telephone: (858) 794-9600
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Allan J. Camaisa
Chief Executive Officer
c/o Calidi Biotherapeutics, Inc.
4475 Executive Drive, Suite 200,
San Diego, CA 92121
Telephone: (858) 794-9600
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Scott E. Bartel Daniel B. Eng | Wendy Pizarro Chief Administrative Officer and Chief Legal Officer 4475 Executive Drive, Suite 200, San Diego, CA 92121 (858) 794-9600 | Richard A, Friedman Stephen A. Cohen Sheppard, Mullin, Richter & Hampton LLP 30 Rockefeller Plaza New York, NY 10112 (212) 653-8700 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement is declared effective.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ |
Non-accelerated filer | ☒ | Smaller reporting company | ☒ |
Emerging growth company | ☒ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
This Amendment No. 3 to the Registration Statement on Form S-1 (File No. 333-276741) is being filed as an exhibit-only filing to file Exhibits 5.1, 23.1 and 23.2, and to refile Exhibit 10.38. No changes are being made to Part I or Part II of the Registration Statement. Accordingly, this amendment consists only of the facing page, this explanatory note, Item 16 of Part II of the Registration Statement, the signature page to the Registration Statement. The preliminary prospectus and the balance of Part II of the Registration Statement are unchanged and have been omitted.
Item 16. | Exhibits and Financial Statement Schedules. |
(a) | Exhibits. |
II-1 |
II-2 |
II-3 |
II-4 |
* | Filed herewith. |
† | Pursuant to item 601(b)(10)(iv) of Regulation S-K, certain information has been excluded because it is both not material and the type of information that the registrant treats as private or confidential. |
(b) Financial Statement Schedules.
All financial statement schedules are omitted because the information required to be set forth therein is not applicable or is shown in the consolidated financial statements or the notes thereto.
II-5 |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Amendment No. 3 to registration statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Diego, California on April 2, 2024.
CALIDI BIOTHERAPEUTICS, INC. | ||
By: | /s/ Allan J. Camaisa | |
Name: | Allan J. Camaisa | |
Title: | Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment No. 3 to registration statement on Form S-1 has been signed below by the following persons in the capacities indicated and on the dates indicated.
Signature | Title | Date | ||
/s/ Allan J. Camaisa | Chief Executive Officer and Chairman of the Board | April 2, 2024 | ||
Allan J. Camaisa | (Principal Executive Officer) | |||
/s/ Andrew Jackson | Chief Financial Officer | April 2, 2024 | ||
Andrew Jackson | (Principal Financial and Accounting Officer) | |||
* | Director | April 2, 2024 | ||
George Ng | ||||
* | Director | April 2, 2024 | ||
Alan Stewart | ||||
* | Director | April 2, 2024 | ||
James Schoeneck | ||||
* | Director | April 2, 2024 | ||
Scott Leftwich | ||||
* | Director | April 2, 2024 | ||
David LaPre |
*By: | /s/ Andrew Jackson | |
Attorney-in Fact |
II-6 |